BANC OF CALIFORNIA, INC. (Form: 8-K, Received: 10/02/2015 17:30:43)

BANC OF CALIFORNIA, INC.

October 2, 2015

/s/ John C. Grosvenor

John C. Grosvenor

Executive Vice President

General Counsel and Corporate Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 2, 2015

BANC OF CALIFORNIA, INC.

(Exact name of registrant as specified in its charter)


Maryland	001-35522	04-3639825
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employee Identification No.)


18500 Von Karman Avenue, Suite 1100, Irvine, California		92612
(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (855) 361-2262

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

Effective as of October 2, 2015, Banc of California, N.A. (the “Bank”), a wholly owned subsidiary of Banc of California, Inc., entered into an Agreement and Purchase of Sale (the “Agreement”) with The Realty Associates Fund IX, L.P. (the “Seller”), pursuant to which the Bank will purchase from the Seller certain real property, consisting of 3.14 acres and approximately 246,913 square feet of office space, located at 3 MacArthur Place, Santa Ana, California (the “Property”).

Subject to adjustment by all prorations as provided for in the Agreement, the purchase price for the Property will be approximately $77.0 million in cash. The Bank will deposit $750,000 into escrow, and will deposit an additional $1.0 million into escrow at or before the end of the Bank’s feasibility study period on October 12, 2015 unless the Bank elects not to proceed with the purchase of the Property. The Agreement contains customary representations and warranties, covenants, closing conditions and termination provisions. The Agreement contemplates a closing date of November 11, 2015.

The foregoing summary of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

A copy of the press release is attached to this report as Exhibit 99.1 and incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On October 2, 2015, the Board of Directors (the “Board”) of Banc of California, Inc. (the “Company”), as part of its periodic review of the Company’s governing documents, approved amendments to the Company’s Amended and Restated Bylaws and adopted the Company’s Fourth Amended and Restated Bylaws (the “Bylaws”), effective October 2, 2015. The amendments to the Bylaws include revisions to the disclosure requirements for stockholders proposing business or submitting nominees at annual or special meetings of stockholders and the qualifications for election or appointment to the Board.

The foregoing summary is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit Number		Description

3.1		Banc of California, Inc. Fourth Amended and Restated Bylaws, effective October 2, 2015.

10.1		Agreement of Purchase and Sale, dated as of October 2, 2015, by and between The Realty Associates Fund IX, L.P. and Banc of California, N.A.

99.1		Banc of California, Inc. Press Release dated October 2, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX


Exhibit Number		Description

3.1		Banc of California, Inc. Fourth Amended and Restated Bylaws, effective October 2, 2015.

10.1		Agreement of Purchase and Sale, dated as of October 2, 2015, by and between The Realty Associates Fund IX, L.P. and Banc of California, N.A.

99.1		Banc of California, Inc. Press Release dated October 2, 2015.

Exhibit 3.1

BANC OF CALIFORNIA, INC.

FOURTH AMENDED AND RESTATED BYLAWS

(October 2, 2015)

STOCKHOLDERS

1.01. Annual Meeting . An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall each year fix. Failure to hold an annual meeting does not invalidate the Corporation’s existence or affect any otherwise valid corporate act.

1.02. Special Meetings . Subject to the rights of the holders of any class or series of preferred stock of the Corporation, special meetings of stockholders of the Corporation may be called by the President, by the Chief Executive Officer or by the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors which the Corporation would have if there were no vacancies on the Board of Directors (hereinafter, the “Whole Board”). Special meetings of the stockholders shall be called by the Secretary at the request of stockholders only on the written request of stockholders entitled to cast at least a majority of all the votes entitled to be cast at the meeting. Such written request will state the purpose or purposes of the meeting and the matters proposed to be acted upon at the meeting, and shall be delivered at the home office of the Corporation addressed to the Chief Executive Officer or the Secretary. The Secretary shall inform the stockholders who make the request of the reasonable estimated cost of preparing and mailing a notice of the meeting and, upon payment of these costs to the Corporation, notify each stockholder entitled to notice of the meeting. The Board of Directors shall have the sole power to fix (1) the record date for determining stockholders entitled to request a special meeting of stockholders and the record date for determining stockholders entitled to notice of and to vote at the special meeting and (2) the date, time and place of the special meeting.

1.03. Notice of Meetings . Not less than ten nor more than 90 days before each stockholders’ meeting, the Secretary shall give written notice of the meeting to each stockholder entitled to vote at the meeting and to each other stockholder entitled to notice of the meeting. The notice shall state the time and place of the meeting and, if the meeting is a special meeting or notice of the purpose is required by statute, the purpose of the meeting. Notice is given to a stockholder when it is personally delivered to the stockholder, left at the stockholder’s usual place of business, mailed to the stockholder at his or her address as it appears on the records of the Corporation, or transmitted to the stockholder by electronic mail to any electronic mail address of the stockholder or by any other electronic means. Notwithstanding the foregoing provisions, each person who is entitled to notice waives notice if such person, before or after the meeting, signs a waiver of the notice which is filed with the records of the stockholders’ meeting, or is present at the meeting in person or by proxy.

1.04. Adjournment . A meeting of stockholders convened on the date for which it was called may be adjourned from time to time without further notice to a date not more than 120 days after the original record date. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

1.05. Quorum; Voting . At any meeting of the stockholders, the presence in person or by proxy of stockholders entitled to cast one third of all the votes entitled to be cast at the meeting constitutes a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. Where a separate vote by a class or classes is required, a majority of the shares of such class or classes, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter.

If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date or time.

1.06. General Right to Vote; Proxies . Unless the Charter provides for a greater or lesser number of votes per share or limits or denies voting rights, each outstanding share of stock, regardless of class, is entitled to one vote on each matter submitted to a vote at a meeting of stockholders. In all elections for directors, directors shall be determined by a plurality of the votes cast, and except as otherwise required by law or as provided in the Corporation’s Charter, all other matters shall be determined by a majority of the votes cast at the meeting.

A stockholder may vote the stock the stockholder owns of record either in person or by proxy. A stockholder may sign a writing authorizing another person to act as proxy. Signing may be accomplished by the stockholder or the stockholder’s authorized agent signing the writing or causing the stockholder’s signature to be affixed to the writing by any reasonable means, including facsimile signature. A stockholder may authorize another person to act as proxy by transmitting, or authorizing the transmission of a telegram, cablegram, datagram, electronic mail or other means of electronic transmission to the person authorized to act as proxy or to a proxy solicitation firm, proxy support service organization, or other person authorized by the person who will act as proxy to receive the transmission. Unless a proxy provides otherwise, it is not valid more than 11 months after its date. A proxy is revocable by a stockholder at any time without condition or qualification unless the proxy states that it is irrevocable and the proxy is coupled with an interest. A proxy may be made irrevocable for so long as it is coupled with an interest. The interest with which a proxy may be coupled includes an interest in the stock to be voted under the proxy or another general interest in the Corporation or its asset or liabilities.

1.07. Conduct of Business . Such person as the Board of Directors may have designated or, in the absence of such a person, the Chief Executive Officer of the Corporation shall call to order any meeting of the stockholders and act as chairman of the meeting. In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as the chairman appoints. The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her in order.

Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (a) pursuant to the Corporation’s notice of meeting, (b) by or at the direction of the Board of Directors or (c) by any stockholder of the Corporation who was a stockholder of record at the time of giving notice provided for in Section 1.09, who is entitled to vote at the meeting and who complied with the notice procedures set forth in Section 1.09. Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the stockholders may be made at a special meeting of stockholders only pursuant to the Corporation’s notice of meeting. The chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in Section 1.09 and, if any proposed nomination or business is not in compliance with Section 1.09, to declare that such defective nomination or proposal be disregarded.

1.08. Conduct of Voting . The Board of Directors shall, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, to act at the meeting or any adjournment thereof and make a written report thereof, in accordance with applicable law. At all meetings of stockholders, the proxies and ballots shall be received, and all questions touching the qualification of voters, the validity of proxies and the acceptance or rejection of votes not otherwise specified by these Bylaws, the Corporation’s Charter or law, shall be decided or determined by the inspector of elections. All voting, including on the election of directors but excepting where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or his or her proxy, a stock vote shall be taken. Every stock vote shall be taken by ballot, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. Every vote taken by ballot shall be counted by an inspector or inspectors appointed by the chairman of the meeting. No candidate for election as a director at a meeting shall serve as an inspector at such meeting.

1.09. Stockholder Proposals .

A. For any stockholder proposal to be presented in connection with an annual meeting of stockholders of the Corporation (including proposals made under rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), including any nomination or proposal relating to the nomination of a director to be elected to the Board of Directors of the Corporation, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not less than 150 days or more than 180 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the 180th day prior to such annual meeting and not later than the close of business on the later of the 150th day prior to such annual meeting or the tenth day following the day on which notice of the date of such annual meeting was mailed or public announcement of the date of such annual meeting is first made. No adjournment or postponement of an annual meeting shall commence a new period for the giving of notice of a stockholder proposal hereunder.

B. To be in proper form, a stockholder’s notice to the Secretary must:

1. set forth, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner and the Control Persons of such beneficial owner; (ii) the class and number of shares of stock of the Corporation which are, directly or indirectly, owned beneficially and of record by such stockholder and such beneficial owner and the Control Persons of such beneficial owner; (iii) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class of capital stock of the Corporation or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such stockholder or such beneficial owner and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation; (iv) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder or such beneficial owner has a right to vote any shares of any security of the Corporation; (v) any short interest in any security of the Corporation (for purposes of this Section 1.09 a person shall be deemed to have a short interest in a security if such person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security); (vi) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder or such beneficial owner that are separated or separable from the underlying shares of the Corporation; (vii) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder or such beneficial owner is a general partner or, directly or indirectly, beneficially owns an interest in a general partner; (viii) any performance-related fees (other than an asset-based fee) that such stockholder or such beneficial owner or any Control Person of such beneficial owner is entitled to, based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including, without limitation, any such interests held by members of such stockholder’s immediate family sharing the same household (which information shall be supplemented by such stockholder and beneficial owner, if any, not later than ten days after the record date for the meeting to disclose such ownership as of the record date); (ix) any pending or threatened legal proceeding in which such stockholder or such beneficial owner or any Control Person of such beneficial owner is a party or participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation; (x) any other material relationship between such stockholder or such beneficial owner or any Control Person of such beneficial owner, on the one hand, and the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including among others any bank, bank holding company, financial holding company, depository, registered investment advisor or mortgage company), on the other hand; (xi) to the extent known to such stockholder or such beneficial owner, the name(s) of any other stockholder(s) of the Corporation (whether holders of record or beneficial owners) that support the business that the stockholder proposes to bring before the meeting or the nominees whom the stockholder proposes to nominate for election or reelection to the Board of Directors, as applicable; (xii) a confirmation or a certified representation or attestation of the Board of Governors of the Federal Reserve System or of such

stockholder and their outside counsel, that such stockholder and such beneficial owner and all Control Persons of such beneficial owner, if any, is not a bank holding company registered under the Bank Holding Company Act of 1956, as amended (the “ Act ”), and that the proposed nomination by the stockholder for election or reelection to the Board of Directors will not violate the Act or any regulation promulgated under the Act; (xiii) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; (xiv) a representation of such stockholder and such beneficial owner, if any, that such person (or a qualified representative thereof) intends to appear in person at the meeting to bring such business before the meeting; and (xv) any change to items (i) through (xi) above (including the date, nature and amount of each such change) since the date of the meeting of the Board of Directors immediately preceding the date of such notice.

2. in addition to the information required by Section 1.09(B)(1), set forth, as to each person whom the stockholder proposes to nominate for election or reelection as a director (i) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (ii) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder, the beneficial owner, if any, on whose behalf the nomination is made or any Control Person of such beneficial owner, and their respective affiliates, partners, members, clients and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant;

3. in addition to the information required by Section 1.09(B)(1) and (2) set forth, as to each nominating stockholder, the beneficial owner, if any, on whose behalf the nomination is being made, Control Person of such beneficial owner, proposed nominee and each of their respective affiliates and persons acting in concert therewith (collectively, the “ Subject Persons ”): (i) the background, name and address of each Subject Person; (ii) a certification by each Subject Person meets each of the qualifications set forth in Section 2.11 and (iii) the signed written consent of each Subject Person permitting the Corporation to conduct a full background screening (including through the use of a third-party screening service);

4. with respect to each nominee for election or reelection to the Board of Directors, include a completed and signed questionnaire, representation and agreement required by Section 1.09(C). The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed

nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee;

5. as to any other business that the stockholder proposes to bring before the meeting, in addition to the information required by Section 1.09(B)(1), set forth (i) a brief description of the business desired to be brought before the meeting; (ii) the reasons for conducting such business at the meeting; (iii) any material interest in such business of such stockholder and of the beneficial owner, if any, on whose behalf the proposal is made; and a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such stockholder; and

6. update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 1.09 shall be true and correct as of the record date for notice of the meeting and as of the date that is ten business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five business days after the record date for notice of the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten business days prior to the meeting or any adjournment or postponement thereof), provided, that this Section 1.09(B)(6) shall not permit any such stockholder(s) to change any proposed business or nominee (or add any proposed business or nominee), as the case may be.

C. To be eligible to be a nominee of a stockholder of the Corporation for election or reelection as a director of the Corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under this Section 1.09) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person: (1) is not and will not become a party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (ii) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law; (2) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein; (3) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest,

code of business conduct and ethics, confidentiality and stock ownership and trading policies and guidelines of the Corporation; and (4) will provide an irrevocable resignation from the Board of Directors to be effective if such person is no longer in compliance with (1), (2) and (3) above while a member of the Board of Directors, and will provide an irrevocable recusal from participation in proceedings of the Board of Directors or any committee thereof during such time that the Board of Directors is considering whether to accept such director’s resignation in such circumstances. In the event the Corporation becomes aware that a director is no longer in compliance with (1), (2) and (3) above, the Board of Directors will promptly convene to determine whether to accept the director’s resignation. The Board of Directors may consider any factors they deem relevant in determining whether to accept a director’s resignation under this Section 1.09(C). Such resignation shall be effective only upon acceptance of such resignation by approval of two-thirds (2/3) of the Whole Board.

D. Unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present the nomination or proposal in compliance with the stockholder’s representation required by Section 1.09(B)(1)(xiv), such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes hereof, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing complying with Section 1.06 to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing, or a reliable reproduction thereof, at the meeting of stockholders.

E. Only such persons who are nominated in accordance with the procedures set forth in this Section 1.09 shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 1.09. Except as otherwise provided by law, the Charter or these Bylaws, the chairman of the meeting shall have the power to determine all matters relating to the conduct of the meeting, including, but not limited to, determining whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 1.09 and, if any proposed nomination or business is not in compliance with this Section 1.09, to declare that such defective proposal or nomination shall be disregarded.

F. Notwithstanding the foregoing provisions of this Section 1.09, all director nominations are subject to any required regulatory approval(s) and to the director qualifications set forth in Section 2.11, and a proposed director will not be entitled to vote on any matter or otherwise take any action in the capacity of a director until all required regulatory approvals, if any, have been obtained. In addition, notwithstanding the foregoing provisions of this Section 1.09, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 1.09; provided, however, that any references in these Bylaws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 1.09. Nothing in this Section 1.09 shall be deemed to affect any rights of stockholders to request

inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

G. The term “Control Person” shall mean, with respect to any third person, any director or officer of such third person or person with discretion to vote, buy or sell equity interests of the Company on behalf of such third person; any person that beneficially owns five percent or more of the equity interests of such third person; and any other person that exercises control over such third person (including, by way of example, the general partner of a limited partnership, the managing member of a limited liability company and the persons that control such general partner or managing member, as applicable). The term “beneficial owner” and correlative terms shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

1.10. Informal Action by Stockholders . Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if there is filed with the records of the stockholders’ meetings a unanimous written consent which sets forth the action and is signed by each stockholder entitled to vote on the matter and a written waiver of any right to dissent signed by each stockholder entitled to notice of the meeting but not entitled to vote at the meeting.

1.11. List of Stockholders . At each meeting of stockholders, a full, true and complete list of all stockholders entitled to vote at such meeting, showing the number and class of shares held by each and certified by the transfer agent for such class or by the Secretary, shall be furnished by the Secretary.

II.

BOARD OF DIRECTORS

2.01. Function of Directors, Number and Term of Office . The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The number of directors of the Corporation may be changed from time to time from the number provided in the Charter, exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors, to a number not exceeding 15 and not less than the minimum number of directors permitted by the Maryland General Corporation Law (the “MGCL”), but the action may not affect the tenure of office of any director. The Board of Directors shall annually elect a Chairman of the Board from among its members and shall designate, when present, the Chairman of the Board or the Chief Executive Officer (if the Chief Executive Officer is a director) to preside at its meetings.

The directors, other than those who may be elected by the holders of any class or series of preferred stock, shall be divided into three classes, as nearly equal in number as reasonably possible, with the term of office of the first class to expire at the first annual meeting of stockholders, the term of office of the second class to expire at the annual meeting of stockholders one year thereafter and the term of office of the third class to expire at the annual meeting of stockholders two years thereafter, with each director to hold office until his or her successor shall have been duly elected and qualified. At each annual meeting of stockholders, commencing with the first annual meeting, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting

of stockholders after their election, with each director to hold office until his or her successor shall have been duly elected and qualified.

2.02. Vacancies and Newly Created Directorships . Subject to the rights of the holders of any class or series of preferred or other stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled by a majority vote of the directors then in office, though less than a quorum, and, by virtue of the Corporation’s election made in its Charter to be subject to Section 3-804(c)(3) of the MGCL, any director so chosen shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred and until a successor is elected and qualified. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

Any director or the entire Board of Directors may be removed only in accordance with the provisions of the Corporation’s Charter.

2.03. Regular Meetings . Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required. Any regular meeting of the Board of Directors may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by announcement.

2.04. Special Meetings . Special meetings of the Board of Directors may be called by one-third (1/3) of the directors then in office (rounded up to the nearest whole number) or by the Chairman of the Board and shall be held at such place, on such date, and at such time as they or he or she shall fix. Notice of the place, date, and time of each such special meeting shall be given to each director by whom it is not waived by mailing written notice not less than five days before the meeting or by telegraphing or telexing or by facsimile or electronic transmission of the same not less than 24 hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. No notice of any meeting of the Board of Directors need be given to any director who attends except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or to any director who, in writing executed and filed with the records of the meeting either before or after the holding thereof, waives such notice. Any special meeting of the Board of Directors may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by announcement.

2.05. Quorum . At any meeting of the Board of Directors, a majority of the authorized number of directors then constituting the Board shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof.

2.06. Participation in Meetings by Conference Telephone . Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee

by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and such participation shall constitute presence in person at such meeting.

2.07. Conduct of Business . At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided in these Bylaws, the Corporation’s Charter or required by law. Action may be taken by the Board of Directors without a meeting if a unanimous written consent which sets forth the action is signed by each member of the Board of Directors, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

2.08. Powers . The Board of Directors may, except as otherwise required by law, these Bylaws or the Corporation’s Charter, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, including, without limiting the generality of the foregoing, the unqualified power:

(1) To declare dividends from time to time in accordance with law;

(2) To purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine;

(3) To authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non-negotiable, secured or unsecured, and to do all things necessary in connection therewith;

(4) To remove any officer of the Corporation with or without cause, and from time to time to devolve the powers and duties of any officer upon any other person for the time being;

(5) To confer upon any officer of the Corporation the power to appoint, remove and suspend subordinate officers, employees and agents;

(6) To adopt from time to time such stock, option, stock purchase, bonus or other compensation plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine;

(7) To adopt from time to time such insurance, retirement, and other benefit plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine; and

(8) To adopt from time to time regulations, not inconsistent with these Bylaws, for the management of the Corporation’s business and affairs.

2.09. Compensation of Directors . Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees (and expenses, if any) and other compensation for their services as directors, including, without limitation, their services as members of committees of the Board of Directors.

2.10. Presumption of Assent . A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by certified mail, return receipt requested, to the Secretary of the Corporation within 24 hours after the adjournment of the meeting. Such right to dissent shall not apply to a director who votes in favor of such action or failed to make his dissent known at the meeting.

2.11. Qualifications . No person shall be eligible for election or appointment to the Board of Directors if such person (i) has, within the previous 10 years, been the subject of supervisory action by a financial regulatory agency that resulted in a cease and desist order or an agreement or other written statement subject to public disclosure under 12 U.S.C. 1818(u), or any successor provision, (ii) has been convicted of a crime involving dishonesty or breach of trust which is punishable by imprisonment for a term exceeding one year under state or federal law, (iii) is currently charged in any information, indictment, or other complaint with the commission of or participation in such a crime or (iv) is a party (either directly or through an affiliate) to litigation or an administrative proceeding adverse to the Corporation or its bank subsidiary, except (1) derivative litigation brought in the name of the Corporation by the director in his or her capacity as a stockholder of the Corporation, (2) litigation otherwise arising exclusively out of such person’s rights as a stockholder of the Corporation (including, but not limited to the nomination of directors or stockholder proposals as contemplated hereunder or under Maryland law or federal securities laws), or exclusively relating to the election of directors of the Corporation, or (3) litigation related to the enforcement of such person’s rights under these Bylaws or the Corporation’s Charter, or arising under any employment, consulting, indemnity or similar agreement arising out of or relating to such person’s service as an employee, director, officer, agent or other representative of the Corporation or any of its subsidiaries. Each director of the Corporation is obligated to inform the Corporation immediately of any occurrence which comes within subsections (i), (ii), (iii) or (iv) of this Section 2.11. A director of the Corporation who becomes unqualified to serve as a director pursuant to this Section 2.11 shall immediately cease to serve as a director of the Corporation without the necessity of action by the Board of Directors to remove or suspend the director. In case of a director who becomes unqualified under subsection (iv) of this Section 2.11, the director may be considered for reelection to the Board of Directors after the conclusion of the litigation or administrative proceeding. The Corporation shall confirm in writing to any director who becomes unqualified to serve as a director of the Corporation as set forth in this Section 2.11, that the director has become unqualified and shall immediately cease to serve as a director of the Corporation. No person shall be eligible for election to the Board of Directors if such person is the nominee or representative of a person or group that includes a person who is ineligible for election to the Board of Directors under this Section 2.11. The Board of Directors shall have the power to construe and apply the provisions of this Section 2.11 and to make all determinations necessary or desirable to implement such provisions, including but not limited to determinations as to whether a person is a nominee or representative of a person or a group and whether a person is included in a group.

III.

COMMITTEES

3.01. Committees of the Board of Directors . The Board of Directors may appoint from among its members an Executive Committee and other committees composed of one or more directors and delegate to these committees any of the powers of the Board of Directors, except the power to issue stock other than as provided in the next sentence, recommend to the stockholders any action which requires stockholder approval (other than the election of directors), amend these Bylaws, or approve any merger or share exchange which does not require stockholder approval. If the Board of Directors has given general authorization for the issuance of stock providing for or establishing a method or procedure for determining the maximum number of shares to be issued, a committee of the Board of Directors, in accordance with that general authorization or any stock option or other plan or program adopted by the Board of Directors, may authorize or fix the terms of stock subject to classification or reclassification and the terms on which any stock may be issued, including all terms and conditions required or permitted to be established or authorized by the Board of Directors under Sections 2-203 and 2-208 of the MGCL. Any committee so designated may exercise the power and authority of the Board of Directors if the resolution which designated the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

3.02. Conduct of Business . Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings, one-third (1/3) of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if a unanimous written consent is signed by each member of the committee, and the writing or writings are filed with the minutes of the proceedings of such committee.

3.03. Nominating Committee . The Board of Directors may appoint a Nominating Committee of the Board, consisting of not less than three members. The Nominating Committee shall have authority (i) to review any nominations for election to the Board of Directors made by a stockholder of the Corporation pursuant to Sections 1.07 and 1.09 of these Bylaws in order to determine compliance with such Bylaw and (ii) to recommend to the Board of Directors nominees for election to the Board of Directors to replace those directors whose terms expire at the annual meeting of stockholders next ensuing.

IV.

OFFICERS

4.01. Generally .

1. The Board of Directors as soon as may be practicable after the annual meeting of stockholders shall choose a President, a Secretary and a Treasurer and from time to time may choose such other officers as it may deem proper. Any number of offices may be held by the same person, except no person may serve concurrently as both President and Vice President of the Corporation.

2. The term of office of all officers shall be until the next annual election of officers and until their respective successors are chosen, but any officer may be removed from office at any time by the affirmative vote of a majority of the authorized number of directors then constituting the Board of Directors.

3. All officers chosen by the Board of Directors shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article IV. Such officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors or by any committee thereof.

4.02. Chief Executive Officer . The Chief Executive Officer, subject to the control of the Board of Directors, shall have general power over the management and oversight of the administration and operation of the Corporation’s business and general supervisory power and authority over its policies and affairs. The Chief Executive Officer shall see that all orders and resolutions of the Board of Directors and of any committee thereof are carried into effect.

Each meeting of the stockholders and of the Board of Directors shall be presided over by such officer as has been designated by the Board of Directors or, in his or her absence, by such officer or other person as is chosen at the meeting. The Secretary or, in his or her absence, the General Counsel of the Corporation or such officer as has been designated by the Board of Directors or, in his or her absence, such officer or other person as is chosen by the person presiding, shall act as secretary of each such meeting.

4.03. President . The President, subject to the control of the Board of Directors, shall act in an executive capacity as shall be directed from time to time by the Board of Directors or the Chief Executive Officer, and shall have such powers and perform such other duties as the Board of Directors or the Chief Executive Officer may determine from time to time (which may include, without limitation, assisting the Chief Executive Officer in the management and oversight of the administration and operation of the Corporation’s business and the supervision of its policies and affairs), with such limitations on such powers or performance of duties as either of the foregoing shall prescribe.

4.04. Vice President . The Vice President or Vice Presidents, if any, shall perform the duties of the President in the President’s absence or during his or her disability to act. In addition, the Vice Presidents shall perform the duties and exercise the powers usually incident to their respective offices and/or such other duties and powers as may be properly assigned to them

from time to time by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President.

4.05. Secretary . The Secretary or an Assistant Secretary shall issue notices of meetings, shall keep their minutes, shall have charge of the seal and the corporate books, shall perform such other duties and exercise such other powers as are usually incident to such offices and/or such other duties and powers as are properly assigned thereto by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President.

4.06. Treasurer . The Treasurer shall have charge of all monies and securities of the Corporation, other than monies and securities of any division of the Corporation which has a treasurer or financial officer appointed by the Board of Directors, and shall keep regular books of account. The funds of the Corporation shall be deposited in the name of the Corporation by the Treasurer with such banks or trust companies or other entities as the Board of Directors from time to time shall designate. The Treasurer shall sign or countersign such instruments as require his or her signature, shall perform all such duties and have all such powers as are usually incident to such office and/or such other duties and powers as are properly assigned to him or her by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President, and may be required to give bond, payable by the Corporation, for the faithful performance of his duties in such sum and with such surety as may be required by the Board of Directors.

4.07. Assistant Secretaries and Other Officers . The Board of Directors may appoint one or more assistant secretaries and one or more assistants to the Treasurer, or one appointee to both such positions, which officers shall have such powers and shall perform such duties as are provided in these Bylaws or as may be assigned to them by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President.

4.08. Action with Respect to Securities of Other Corporations . Unless otherwise directed by the Board of Directors, the President, the Chief Executive Officer, or any other officer of the Corporation authorized by the Chief Executive Officer, shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other Corporation.

STOCK

5.01. Certificates of Stock; Uncertificated Shares . The Board of Directors may determine to issue certificated or uncertificated shares of capital stock and other securities of the Corporation. For certificated stock, each stockholder is entitled to certificates which represent and certify the shares of stock he or she holds in the Corporation. Each stock certificate shall include on its face the name of the Corporation, the name of the stockholder or other person to whom it is issued, and the class of stock and number of shares it represents. It shall also include on its face or back (a) a statement of any restrictions on transferability and a statement of the

designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the stock of each class which the Corporation is authorized to issue, of the differences in the relative rights and preferences between the shares of each series of a preferred or special class in series which the Corporation is authorized to issue, to the extent they have been set, and of the authority of the Board of Directors to set the relative rights and preferences of subsequent series of a preferred or special class of stock or (b) a statement which provides in substance that the Corporation will furnish a full statement of such information to any stockholder on request and without charge. Such request may be made to the Secretary or to the Corporation’s transfer agent. Upon the issuance of uncertificated shares of capital stock, the Corporation shall send the stockholder a written statement of the same information required above on stock certificates. Each stock certificate shall be in such form, not inconsistent with law or with the Corporation’s Charter, as shall be approved by the Board of Directors or any officer or officers designated for such purpose by resolution of the Board of Directors. Each stock certificate shall be signed by the Chief Executive Officer, President or a Vice President, and countersigned by the Secretary, an Assistant Secretary, the Treasurer, or an Assistant Treasurer. Each certificate may be sealed with the actual corporate seal or a facsimile of it or in any other form and the signatures may be either manual or facsimile signatures. A certificate is valid and may be issued whether or not an officer who signed it is still an officer when it is issued. A certificate may not be issued until the stock represented by it is fully paid.

5.02. Transfers of Stock . Upon surrender to the Corporation or the transfer agent of the Corporation of a stock certificate or uncertificated shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate or uncertificated shares to the person entitled thereto, cancel the old certificate or uncertificated shares and record the transaction upon its books.

The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Maryland and subject to Section 5.05 of these Bylaws.

Notwithstanding the foregoing, transfers of shares of any class of stock will be subject in all respects to the Charter of the Corporation and all of the terms and conditions contained therein.

5.03. Record Dates or Closing of Transfer Books . The Board of Directors may, and shall have sole power to, set a record date or direct that the stock transfer books be closed for a stated period for the purpose of making any proper determination with respect to stockholders, including which stockholders are entitled to notice of a meeting, vote at a meeting, receive a dividend, or be allotted other rights. The record date may not be prior to the close of business on the day the record date is fixed nor, subject to Section 1.04, more than 90 days before the date on which the action requiring the determination will be taken; the transfer books may not be closed for a period longer than 20 days; and, in the case of a meeting of stockholders, the record date or the closing of the transfer books shall be at least ten days before the date of the meeting.

5.04. Stock Ledger . The Corporation shall maintain a stock ledger which contains the name and address of each stockholder and the number of shares of stock of each class which the stockholder holds. The stock ledger may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. The original or a duplicate of the stock ledger shall be kept at the offices of a transfer agent for the particular class of stock or, if none, at the principal executive offices of the Corporation.

5.05. Certification of Beneficial Owners . The Board of Directors may adopt by resolution a procedure by which a stockholder of the Corporation may certify in writing to the Corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth the class of stockholders who may certify; the purpose for which the certification may be made; the form of certification and the information to be contained in it; if the certification is with respect to a record date or closing of the stock transfer books, the time after the record date or closing of the stock transfer books within which the certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board of Directors considers necessary or desirable. On receipt of a certification which complies with the procedure adopted by the Board of Directors in accordance with this Section, the person specified in the certification is, for the purpose set forth in the certification, the holder of record of the specified stock in place of the stockholder who makes the certification.

5.06. Lost Stock Certificates . The Board of Directors of the Corporation may determine the conditions for issuing a new stock certificate or uncertificated shares in place of a stock certificate which is alleged to have been lost, stolen, or destroyed, or the Board of Directors may delegate such power to any officer or officers of the Corporation. In their discretion, the Board of Directors or such officer or officers may require the owner of the certificate alleged to have been lost, stolen or destroyed to give a bond, with sufficient surety, to indemnify the Corporation against any loss or claim arising as a result of the issuance of a new certificate or uncertificated shares. In their discretion, the Board of Directors or such officer or officers may refuse to issue such new certificate or uncertificated shares without the order of a court having jurisdiction over the matter.

5.07. Regulations . The issue, transfer, conversion and registration of shares of stock shall be governed by such other regulations as the Board of Directors may establish.

VI.

FINANCE

6.01. Checks, Drafts, Etc . All checks, drafts and orders for the payment of money, notes and other evidences of indebtedness, issued in the name of the Corporation, shall, unless otherwise provided by resolution of the Board of Directors, be signed by the Chairman of the Board, the Chief Executive Officer, the President, a Vice President, an Assistant Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary.

6.02. Annual Statement of Affairs . The Chief Executive Officer or Chief Accounting Officer shall prepare annually a full and correct statement of the affairs of the Corporation, to

include a balance sheet and a financial statement of operations for the preceding fiscal year. The statement of affairs shall be submitted at the annual meeting of the stockholders and, within 20 days after the meeting, placed on file at the Corporation’s principal executive offices.

6.03. Fiscal Year . The fiscal year of the Corporation shall be the 12 calendar months ending on December 31 in each year.

6.04. Dividends . If declared by the Board of Directors or a duly authorized committee of the Board of Directors at any meeting thereof, the Corporation may pay dividends on its shares in cash, property, or in shares of the capital stock of the Corporation, unless such dividend is contrary to law or to a restriction contained in the Corporation’s Charter.

6.05. Loans . No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by the Board of Directors. Such authority may be general or confined to specific instances.

6.06. Deposits . All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in any of its duly authorized depositories as the Board of Directors may select.

VII.

MISCELLANEOUS

7.01. Facsimile Signatures . In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

7.02. Corporate Seal . The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

7.03. Reliance upon Books, Reports and Records . Each director, each member of any committee designated by the Board of Directors, and each officer and agent of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any advisor, accountant, appraiser or other experts or consultants selected by the Board of Directors or officers of the Corporation, regardless of whether such expert or consultant may also be a director.

7.04. Notices . Except as otherwise specifically provided in these Bylaws or required by law, all notices required to be given to any stockholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mail, postage paid, by sending such notice by prepaid telegram or mailgram or by sending such notice by facsimile machine or other electronic

transmission. Any such notice shall be addressed to such stockholder, director, officer, employee or agent at his or her last known address as the same appears on the books of the Corporation. The time when such notice is received, if hand delivered or dispatched, if delivered through the mail, by telegram or mailgram or by facsimile machine or other electronic transmission, shall be the time of the giving of the notice.

7.05. Waivers . A written waiver of any notice, signed by a stockholder, director, officer, employee or agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver.

7.06. Time Periods . In applying any provision of these Bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded and the day of the event shall be included.

VIII.

AMENDMENTS

The Bylaws of the Corporation may be adopted, amended or repealed as provided in Article 9 of the Corporation’s Charter.

Exhibit 10.1

AGREEMENT OF PURCHASE AND SALE

BY AND BETWEEN

THE REALTY ASSOCIATES FUND IX, L.P.

AND

BANC OF CALIFORNIA, NATIONAL ASSOCIATION


		Date:		October 2, 2015

		Property:		3 MacArthur Place (a/k/a 3 Imperial Promenade) Santa Ana, California

AGREEMENT OF PURCHASE AND SALE

THIS AGREEMENT OF PURCHASE AND SALE (the “ Agreement ”) is made and entered into as of the 2 ^nd day of October, 2015, by and between The Realty Associates Fund IX, L.P., a Delaware limited partnership (hereinafter referred to as “ Seller ”), and BANC OF CALIFORNIA, National Association (hereinafter referred to as “ Purchaser ”).

In consideration of the mutual promises, covenants and agreements hereinafter set forth and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:

ARTICLE I.

Sale of Property

1.1 Sale of Property . Seller hereby agrees to sell, assign and convey to Purchaser and Purchaser agrees to purchase from Seller, the following:

1.1.1 Land and Improvements . Those certain parcels of real property, more particularly described, on Exhibit A attached hereto and incorporated herein by reference thereto (the “ Land ”), together with all improvements located thereon (the “ Improvements ”).

1.1.2 Leases . All of Seller’s right, title and interest in and to all leases, subleases, licenses and other occupancy agreements, together with any and all amendments, modifications or supplements thereto (each, a “ Lease ” and collectively, the “Leases”, which may include the Approved New Leases, as that term is defined in Section 9.5 below), are hereafter referred to collectively as the “Leases” being more particularly described on Exhibit E attached hereto, and all prepaid rent attributable to the period following the Closing, and subject to Section 4.2.4 below, the security deposits and tenant letters of credit (as applicable) under such Leases (collectively, the “ Leasehold Property ”).

1.1.3 Real Property . All rights, privileges and easements appurtenant to Seller’s interest in the Land and the Improvements, if any, including, without limitation, all of Seller’s right, title and interest, if any, in and to all mineral and water rights and all easements, licenses, covenants and other rights-of-way or other appurtenances used in connection with the beneficial use and enjoyment of the Land and the Improvements (the Land, the Improvements and all such easements and appurtenances are sometimes collectively referred to herein as the “ Real Property ”).

1.1.4 Personal Property . All of Seller’s right, title and interest in and to all personal property (including equipment), if any, owned by Seller and located on the Real Property as of the date hereof, all inventory located on the Real Property on the date of Closing (hereinafter defined), and all fixtures (if any) owned by Seller and located on the Real Property as of the date hereof (the “ Personal Property ”).

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1.1.5 Intangible Property . All of Seller’s right, title and interest in and to the following: all non-exclusive trademarks and trade names, if any, used or useful in connection with the Real Property, but only to the extent that the same are not trademarks or trade names of Seller or any of Seller’s affiliated companies (collectively, the “ Trade Names ”), together with the Seller’s interest, if any, in and to any service, equipment, supply and maintenance contracts (the “ Existing Contracts ”) (the Existing Contracts, together with any Approved Service Contract Amendment or Approved New Service Contract, as those terms are defined in Section 9.6 below, are collectively referred to as the “ Contracts ”) guarantees, licenses, approvals, certificates, permits and warranties relating to the property, to the extent assignable (collectively, the “ Intangible Property ”). The Real Property, the Leasehold Property, the Personal Property, the Trade Names and the Intangible Property are sometimes collectively hereinafter referred to as the “ Property ”.

1.2 Excluded Property . It is hereby acknowledged by the parties that Seller shall not convey to Purchaser claims relating to any real property tax refunds or rebates for periods accruing prior to the Closing, existing insurance claims and any existing claims against tenants of the Property (“ Excluded Property ”), all of which such Excluded Property shall be reserved by Seller. As of the Effective Date of this Agreement, Seller stipulates that, except as otherwise disclosed in the Documents, there is no Excluded Property with respect to the Property.

ARTICLE II.

Purchase Price

2.1 Purchase Price . The purchase price for the Property shall be SEVENTY SEVEN MILLION AND NO/100 DOLLARS ($77,000,000.00) (the “ Purchase Price ”). The Purchase Price, as adjusted by all prorations as provided for herein, shall be paid to Seller by Purchaser at Closing, as herein defined, by wire transfer of immediately available federal funds.

ARTICLE III.

Deposit

3.1 Initial Deposit . Within one (1) business day after the Effective Date, as defined in Section 16.4 of this Agreement and as a condition precedent to the formation of this Agreement, Purchaser shall deposit SEVEN HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($750,000.00) (the “ Initial Deposit ”) with Chicago Title Insurance Company, Suite 800, 2828 Routh Street, Dallas, Texas 75201, Attention: Ellen Schwab (the “ Escrow Agent ”) in immediately available federal funds, the receipt of which is hereby acknowledged by Escrow Agent’s execution hereof. If Purchaser shall fail to deposit the Initial Deposit within the time period provided for above, Seller may at any time prior to the deposit of the Initial Deposit, terminate this Agreement, in which case this Agreement shall be null and void ab initio and in such event Escrow Agent shall immediately deliver to Seller all copies of this Agreement in its possession and thereafter, neither party shall have any further rights or obligations to the other hereunder, except as otherwise set forth in this Agreement.

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3.2 Additional Deposit . If Purchaser elects not to terminate this Agreement under Section 5.5 , Purchaser shall, on or before the end of the Feasibility Period, deposit ONE MILLION AND NO/100 DOLLARS ($1,000,000.00) (the “ Additional Deposit ”) with Escrow Agent in immediately available federal funds. If Purchaser shall fail to deposit the Additional Deposit within the time period provided for above, Seller may at any time prior to the deposit of the Additional Deposit, terminate this Agreement, in which case this Agreement shall be null and void ab initio and in such event Escrow Agent shall immediately deliver the Initial Deposit to Seller and thereafter, neither party shall have any further rights or obligations to the other hereunder, except as otherwise set forth in this Agreement. As used herein, the term “Deposit” means the Initial Deposit and the Additional Deposit, together with all interest accrued thereon. The Initial Deposit (and to the extent paid by Purchaser upon satisfaction of matters related to the Feasibility Period and title and Survey contingencies, the Additional Deposit) shall automatically become nonrefundable upon the expiration of the Feasibility Period (as defined in Section 5.1 below), unless Purchaser terminates (or is deemed to have terminated) this Agreement in accordance with the express provisions of this Agreement and Purchaser is entitled to the immediate return of the Initial Deposit (and to the extent paid by Purchaser upon satisfaction of matters related to the Feasibility Period and title and Survey contingencies, the Additional Deposit) in accordance with the express provisions of Section 5.5 of this Agreement. Upon such delivery of the Deposit to Purchaser, this Agreement shall terminate and neither Seller nor Purchaser shall have any further rights or obligations hereunder, except for the Surviving Termination Obligations (as defined in Section 16.12 herein), which shall survive such termination.

3.3 Application of Deposit . If the Closing occurs, the Deposit shall be paid to Seller and credited against the Purchase Price at Closing. If the Closing does not occur in accordance with the terms hereof, the Deposit shall be held and delivered as hereinafter provided.

3.4 Interest Bearing . The Deposit shall (i) be held in an interest-bearing escrow account by Escrow Agent in an institution as directed by Purchaser and reasonably acceptable to Seller and (ii) include any interest earned thereon. To allow the interest bearing account to be opened, Purchaser’s and Seller’s tax identification or social security numbers are set forth below their signatures.

3.5 Escrow Agent . Escrow Agent is executing this Agreement to acknowledge Escrow Agent’s responsibilities hereunder, which may be modified only by a written amendment signed by all of the parties. Any amendment to this Agreement that is not signed by Escrow Agent shall be effective as to the parties thereto, but shall not be binding on Escrow Agent. Escrow Agent shall accept the Deposit with the understanding of the parties that Escrow Agent is not a party to this Agreement except to the extent of its specific responsibilities hereunder, and does not assume or have any liability of the performance or non-performance of Purchaser or Seller hereunder to either of them. Additional provisions with respect to the Escrow Agent are set forth in ARTICLE XVI .

3.6 Independent Consideration . Within one (1) business day after the Effective Date, Purchaser shall pay to Seller (outside of Escrow) the sum of FIFTY AND NO/100 DOLLARS ($50.00), as “ Independent Consideration ” for the execution of this Agreement. Such Independent Consideration shall be nonrefundable and shall not be applied against the Purchase Price.

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ARTICLE IV.

Closing, Prorations and Closing Costs

4.1 Closing . The closing of the purchase and sale of the Property shall occur on or before 10:00 a.m. Pacific Time on or before Wednesday, November 11, 2015 and shall be held through escrow at the offices of the Escrow Agent, or at such other place agreed to by Seller and Purchaser. “ Closing ” shall be deemed to have occurred when the Title Company has been instructed by both parties to release escrow and to record the Deed. Time is hereby made of the essence. The date of Closing is referred to in this Agreement as the “ Closing Date .”

4.2 Prorations . All matters involving prorations or adjustments to be made in connection with Closing and not specifically provided for in some other provision of this Agreement shall be adjusted in accordance with this Section 4.2 . Except as otherwise set forth herein, all items to be prorated pursuant to this Section 4.2 shall be prorated as of midnight of the day immediately preceding the Closing Date, with Purchaser to be treated as the owner of the Property, for purposes of prorations of income and expenses, on and after the Closing Date.

4.2.1 Taxes . Real estate and personal property taxes and special assessments, if any, shall be prorated as of the Closing Date and shall be made on the basis of a 365-day year. Seller shall pay all real estate and personal property taxes and special assessments attributable to the Property to, but not including, the Closing Date. If the real estate and/or personal property tax rate and assessments have not been set for the year in which the Closing occurs, then the proration of such taxes shall be based upon the rate and assessments for the preceding tax year and such proration shall be adjusted in cash between Seller and Purchaser upon presentation of written evidence that the actual taxes paid for the year in which the Closing occurs, differ from the amounts used in the Closing in accordance with the provisions of Section 4.2.5 hereof. All taxes imposed due to a change of use of the Property after the Closing Date shall be paid by the Purchaser. If any taxes which have been apportioned shall subsequently be reduced by abatement, the amount of such abatement, less the cost of obtaining the same and after deduction of sums payable to tenants under Leases or expired or terminated Leases, shall be equitably apportioned between the parties hereto.

Purchaser acknowledges that Seller has filed (or may file) an appeal (the “ Appeal ”) with respect to real estate ad valorem or other similar property taxes applicable to the Property.

i. If such Appeal relates to any tax year prior to the Tax Year in which the Closing occurs, Seller shall be entitled, in Seller’s sole discretion, to continue to pursue such Appeal after the Closing Date, and, in the event that the Appeal is successful in reducing the amount of property taxes payable with respect to any such prior Tax Year, Seller shall be entitled to the full amount of any rebate, refund or reduction (collectively, a “ Refund ”) resulting from the Appeal. Seller shall not be obligated to continue to pursue any Appeal with respect to the Property, including, without limitation, any Appeal that relates to a tax year during or after the tax year in which Closing occurs. If Purchaser receives any refund of property taxes for a prior tax year, Purchaser promptly shall remit the same to Seller.

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ii. If such Appeal relates to the tax year in which Closing occurs, then, prior to the Closing, Seller shall notify Purchaser whether Seller desires to continue to process the Appeal from and after the Closing Date. If Seller fails to notify Purchaser of its election to continue the Appeal, Seller will be deemed to have elected not to continue the Appeal from and after the Closing Date and the provisions of Section iv below shall apply.

iii. If Seller elects to continue the Appeal, then, from and after the Closing Date, Seller agrees that it may continue, at such Seller’s sole cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which such Seller deems reasonable to pursue). In the event that the Appeal is successful in reducing the amount of property taxes payable with respect to the tax year in which Closing occurs, then Purchaser and Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the tax year of Closing that each held title to the Property) after first reimbursing such Seller for its actual, reasonable and documented third-party costs (collectively, the “ Third-Party Costs ”) incurred in connection with the Appeal. If Third-Party Costs equal or exceed the amount of the Award, then Seller shall be entitled to the full amount of the Award.

iv. If Seller does not elect to continue the Appeal, then, from and after the Closing Date, Purchaser agrees that it may continue, at Purchaser’s sole cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which Purchaser deems reasonable to pursue). In the event that the Appeal is successful in reducing the amount of property taxes payable with respect to the tax year in which Closing occurs, then Purchaser and the applicable Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the tax year of Closing that each held title to the Property) after first reimbursing each of Purchaser and Seller for their respective Third-Party Costs incurred in connection with the Appeal. If Third-Party Costs equal or exceed the amount of the Award, then the Award shall be applied to such Third-Party Costs on a pro rata basis, with each of Purchaser and Seller receiving a portion of the Award equal to the product of (a) a fraction, the numerator of which is the respective party’s Third-Party Costs, and the denominator of which is the total of both parties’ Third-Party Costs, and (b) the amount of the Award.

4.2.2 Insurance . There shall be no proration of Seller’s insurance premiums or assignment of Seller’s insurance policies. Purchaser shall be obligated (at its own election) to obtain any insurance coverage deemed reasonably necessary or appropriate by Purchaser.

4.2.3 Utilities . Purchaser and Seller hereby acknowledge and agree that the amounts of all telephone, electric, sewer, water and other utility bills, trash removal bills, janitorial and maintenance service bills and all other operating expenses relating to the Property and allocable to the period prior to the Closing Date shall be determined and paid by Seller

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before Closing, if possible, or shall be paid thereafter by Seller or adjusted between Purchaser and Seller immediately after the same have been determined. Seller shall attempt to have all utility meters read as of the Closing Date. Purchaser shall cause all utility services to be placed in Purchaser’s name as of the Closing Date. If permitted by the applicable utilities, all utility deposits in Seller’s name shall be assigned to Purchaser as of the Closing Date and Seller shall receive a credit therefor at Closing.

4.2.4 Rents . Rents (including, without limitation, estimated pass-through payments, payments for common area maintenance reconciliations and all additional charges payable by tenants under the Leases, (collectively, “ Rents ”)) collected by Seller prior to Closing shall be prorated as of the Closing Date on the basis the number of days in the calendar month in which the Closing Date occurs. To the extent there are any Rents owing to Seller as of the Closing which relate to periods of time prior to the Closing Date, but which have not actually been collected by Seller as of the Closing (“ Delinquent Rents ”), Purchaser shall not be obligated to pay to Seller (or give Seller a credit for), the amount of such Delinquent Rents on the Closing. All Rents which are received by Seller or Purchaser after the Closing Date shall be applied: first, to amounts due and owing to Seller and Purchaser respectively for the month in which the Closing occurs, second, to amounts due and owing to Purchaser for periods of time from and after the month in which the Closing occurs and third, to any other Delinquent Rents due to Seller for periods of time prior to the month in which the Closing occurs. Unless Purchaser elects in its sole discretion to pay Seller the applicable Delinquent Rents payable to Seller pursuant hereto, Purchaser may not waive any Delinquent Rents, nor modify a Lease so as to reduce any Delinquent Rents which are owed under such Lease, for any period in which Seller is entitled to receive such charges or amounts, without first obtaining Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Seller and Purchaser hereby agree to promptly remit to the other the amount of any Rents received and owing to each other pursuant to the provisions of this Section 4.2.4 . Notwithstanding the foregoing, “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated among Seller and Purchaser pro rata in accordance with their respective period of ownership as set forth in Section 4.2.5 below. Seller shall have the right, after Closing, to proceed against tenants for Rents allocable to the period of Seller’s ownership of the Property, including, without limitation, the right to collect (without eviction or termination of a Lease) the same from the tenants and/or third parties responsible for payment of such Delinquent Rents, which right shall include, without limitation, the right to file one or more claims or causes of action that are permitted pursuant to applicable law, but not a claim for eviction. Purchaser agrees that it shall use commercially reasonable efforts to collect all pass-through rents payable by tenants and any Delinquent Rents (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing Delinquent Rents). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. Seller shall also transfer to Purchaser any security provided by a tenant under a Lease that is held in the form of letters of credit or other non-cash forms (the “ Letters of Credit ”) if the same are transferable, at Seller’s cost (including Seller’s payment of any third party transfer fees and expenses) to

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the extent the applicable Lease does not obligate tenant to pay for such costs, fees and expenses. If any of the Letters of Credit are not transferable, Seller shall request the tenants obligated under Letters of Credit to cause new letters of credit to be issued in favor of Purchaser in replacement thereof and in the event such a new letter of credit is not issued in favor of Purchaser by Closing, the parties will nonetheless proceed to the Closing and Purchaser shall diligently pursue such replacement after Closing and Seller shall take all reasonable action, as directed by Seller and at Seller’s expense, in connection with the presentment of such Letters of Credit for payment as permitted under the terms of the applicable Lease. In consideration of Seller’s foregoing agreement, Purchaser shall indemnify, defend and hold Seller harmless from any liability, damage, loss, cost or expense resulting from an alleged wrongful drawing by Purchaser upon any of the Letters of Credit after the Closing.

4.2.5 Calculations . For purposes of calculating prorations, Purchaser shall be deemed to be in title to the Property, and, therefore entitled to the income therefrom and responsible for the expenses thereof for the entire day upon which the Closing occurs. All such prorations shall be made on the basis of the actual number of days of the month which shall have elapsed as of the day of the Closing and based upon the actual number of days in the month and a three hundred sixty five (365) day year. The amount of such prorations shall be initially performed at Closing but shall be subject to adjustment in cash after the Closing as and when complete and accurate information becomes available, if such information is not available at the Closing. Seller and Purchaser agree to cooperate and use their best efforts to make such adjustments no later than sixty (60) days after the Closing (or as soon thereafter as may be practicable, with respect to common area maintenance and other additional rent charges (including pass-throughs for real estate and personal property taxes and special assessments) payable by tenants under the Leases). Except as set forth in this Section 4.2 , all items of income and expense which accrue for the period prior to the Closing will be for the account of Seller and all items of income and expense which accrue for the period on and after the Closing will be for the account of Purchaser. The provisions of Section 4.2 shall survive the Closing.

4.2.6 Leasing Commissions and Leasing Costs . Seller shall be responsible for all leasing commissions and other leasing costs due and payable by the landlord with respect to Leases executed prior to the Effective Date (other than any renewal or expansion of any such Leases after the Effective Date). Purchaser shall be responsible for all leasing commissions and other leasing costs attributable to any Approved New Lease (as defined in Section 9.5 below), the renewal or expansion of any existing Lease approved by Purchaser in advance (but only to the extent required pursuant to the terms of Section 9.5 below) after the Effective Date and/or due and payable with respect to any existing Lease which arise, accrue and/or relate to any time period on or after the Closing Date. If Seller has, prior to the Closing, paid any leasing commissions or other leasing costs which are Purchaser’s responsibility hereunder, Seller will receive a credit for same from Purchaser at the Closing.

4.2.7 Prepaid Items . Any prepaid items, including, without limitation, fees for licenses which are transferred to the Purchaser at the Closing and annual permit and inspection fees shall be apportioned between the Seller and the Purchaser at the Closing.

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4.2.8 Declaration Assessments . Any assessments and other charges paid by Seller under any private declaration affecting the Property shall be prorated between Seller and Purchaser at the Closing.

4.2.10 Contracts . All expenses accruing under, arising out of or relating to any of the Contracts (which includes any approved Existing Contract, Approved Service Contract Amendment or Approved New Service Contract, as those terms are defined in Section 1.1.5 above and in Section 9.6 below, respectively) to be assumed by Purchaser pursuant to this Agreement shall be prorated between Seller and Purchaser at the Closing, together with the amounts, if any, to be paid by Purchaser with respect to the Existing Contracts to be terminated at the Closing under Section 9.6 .

4.3 Closing Costs . Seller shall pay the basic title premium for the Owner’s Policy; all State and County transfer taxes and the cost of the Existing Survey (as hereinafter defined). Purchaser shall pay the cost of any endorsements to the Owner’s Policy, any local transfer taxes, the cost of the updated Phase I report obtained by Seller and included in the Documents (as defined in Section 5.3 ) and the cost of the Survey and any update or other changes requested by Purchaser to the Survey, including the cost of any ALTA Table A items or other certifications. Purchaser shall also pay all costs associated with Purchaser’s due diligence, except as otherwise set forth herein. Each party shall be responsible for its own attorney’s fees. There are no City of Santa Ana transfer taxes, other than the portion thereof included in the County transfer taxes of $1.10/$1,000.

ARTICLE V.

Purchaser’s Right of Inspection; Feasibility Period

5.1 Right to Evaluate . Commencing on the Effective Date and continuing until 5:00 p.m. Pacific Time on Monday, October 12, 2015 (the “ Feasibility Period ”), Purchaser and its agents shall have the right during business hours (with reasonable advance notice to Seller and subject to the rights of the tenants in possession), at Purchaser’s sole cost and expense and at Purchaser’s and its agents’ sole risk, to perform inspections and tests of the Property and to perform such other analyses, inquiries and investigations as Purchaser shall deem necessary or appropriate; provided, however, that in no event shall (i) such inspections or tests unreasonably disrupt or disturb the on-going operation of the Property or the rights of the tenants at the Property, or (ii) Purchaser or its agents or representatives conduct any physical testing, drilling, boring, sampling or removal of, on or through the surface of the Property (or any part or portion thereof) including, without limitation, any ground borings or invasive testing of the Improvements (collectively, “ Physical Testing ”), without Seller’s prior written consent, which consent may be given or withheld in Seller’s sole and absolute discretion. In the event Purchaser desires to conduct any such Physical Testing of the Property, then Purchaser shall submit to Seller, for Seller’s approval, a written detailed description of the scope and extent of the proposed Physical Testing, which approval may be given or withheld in Seller’s sole and absolute discretion. If Seller does not approve the Physical Testing or approves only a portion thereof, Purchaser may, at its option, by sending written notice to Seller, elect to, either (i) terminate this Agreement, or (ii) conduct during the Feasibility Period that portion of the Physical Testing approved by Seller, if any, or if Seller disapproves the entire proposed Physical Testing, affirmatively agree to forego any Physical Testing of the Property. In the event

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Purchaser terminates this Agreement as aforesaid, the Deposit shall be immediately refunded to Purchaser from the Escrow Agent and this Agreement shall terminate and be of no further force and effect other than the Surviving Termination Obligations (as defined in Section 16.12 herein). In no event shall Seller be obligated as a condition of this transaction to perform or pay for any environmental remediation of the Property recommended by any such Physical Testing. After making such tests and inspections, Purchaser agrees to promptly restore the Improvements and surface of the Real Property to its condition prior to such tests and inspections (which obligation shall survive the Closing or any termination of this Agreement). Prior to Purchaser entering the Property to conduct the inspections and tests described above, Purchaser shall obtain and maintain, at Purchaser’s sole cost and expense, and shall deliver to Seller evidence of, the following insurance coverage, and shall cause each of its agents and contractors to obtain and maintain, and, upon request of Seller, shall deliver to Seller evidence of, the following insurance coverage: general liability insurance, from an insurer reasonably acceptable to Seller, in the amount of Two Million and No/100 Dollars ($2,000,000.00) combined single limit for personal injury and property damage per occurrence, such policy to name Seller as an additional insured party, which insurance shall provide coverage against any claim for personal liability or property damage caused by Purchaser or its agents, employees or contractors in connection with such inspections and tests. Before the entry unto the Property by Purchaser or any of its agents, Purchaser must furnish Seller with a certificate of insurance, evidencing the above coverages, on ACORD Form 27 (and not ACORD Form 25-S), which certificate must provide that such insurance shall not be cancelled or changed until at least ten (10) days’ written notice is given to Seller. Seller shall have the right, in its discretion, to accompany Purchaser and/or its agents during any inspection (including, but not limited to, tenant interviews) provided Seller or its agents do not unreasonably interfere with Purchaser’s inspection.

5.2 Inspection Obligations and Indemnity . Purchaser and its agents and representatives shall: (a) not unreasonably disturb the tenants of the Improvements or interfere with their use of the Real Property pursuant to their respective Leases; (b) not interfere with the operation and maintenance of the Real Property; (c) not damage any part of the Property or any personal property owned or held by any tenant; (d) not injure or otherwise cause bodily harm to Seller, its agents, contractors and employees or any tenant; (e) promptly pay when due the costs of all tests, investigations and examinations done with regard to the Property; (f) not permit any liens to attach to the Property by reason of the exercise of its rights hereunder; (g) restore the Improvements and the surface of the Real Property to the condition in which the same was found before any such inspection or tests were undertaken; (h) not reveal or disclose any information obtained during the Feasibility Period concerning the Property to anyone outside Purchaser’s organization other than its agents, consultants, representatives, lenders, financial partners and their agents, consultants and representatives; (i) not contact or otherwise interview any tenant except in the presence of Seller or one of Seller’s representatives; and (j) not contact any Federal, State or local governmental authority concerning the Property, other than standard requests for zoning verification materials. Purchaser shall, at its sole cost and expense, comply with all applicable Federal, State and local laws, statutes, rules, regulations, ordinances or policies in conducting its inspection of the Property and Physical Testing. Purchaser shall, and does hereby agree to indemnify, defend and hold the Seller, its partners, officers, directors, employees, agents, attorneys and their respective successors and assigns (“ Seller Exculpated Parties ”), harmless from and against any and all claims, demands, suits, obligations, payments,

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damages, losses, penalties, liabilities, costs and expenses (including but not limited to attorneys’ fees) arising out of Purchaser’s or Purchaser’s agents’ actions taken in, on or about the Property in the exercise of the inspection right granted pursuant to Section 5.1 , including, without limitation, (i) claims made by any tenant against Seller for Purchaser’s entry into such tenant’s premises or any interference with any tenant’s use or damage to its premises or property in connection with Purchaser’s review of the Property, and (ii) the breach of Purchaser’s obligations pursuant to this Section 5.2 , but exclusive of any damages to the marketability of the Property resulting from any adverse tests or inspections obtained by Purchaser; provided, however, that Purchaser’s obligations under this Section 5.2 shall not apply to the mere discovery of a pre-existing environmental or physical condition at the Property that becomes evident during or from any inspection undertaken in compliance with the terms of this Agreement or claims that arise out of Seller or any Seller Exculpated Party’s negligence or willful misconduct. This Section 5.2 shall survive the Closing and/or any termination of this Agreement.

5.3 Seller Deliveries . Seller shall use its reasonable, good faith efforts to deliver to Purchaser or make available at the Property, at Seller’s option, all of the items specified on Exhibit B attached hereto (the “ Documents ”) to the extent such items are in Seller’s possession and control; provided, however, except as otherwise expressly set forth in Section 7.1 hereof, Seller makes no representations or warranties of any kind regarding the accuracy, thoroughness or completeness of or conclusions drawn in the information contained in such documents, if any, relating to the Property. Purchaser hereby waives any and all claims against Seller arising out of the accuracy, completeness, conclusions or statements expressed in materials so furnished and any and all claims arising out of any duty of Seller to acquire, seek or obtain such materials. Notwithstanding anything contained in the preceding sentence, Seller shall not deliver or make available to Purchaser Seller’s internal memoranda, attorney-client privileged materials, roof or other physical inspection reports, internal appraisals and economic evaluations of the Property, and reports regarding the Property prepared by Seller or its affiliates solely for internal use or for the information of the investors in Seller. Purchaser acknowledges that any and all of the Documents that are not otherwise known by or available to the public are proprietary and confidential in nature and will be delivered to Purchaser solely to assist Purchaser in determining the feasibility of purchasing the Property. Purchaser agrees not to disclose such non-public Documents, or any of the provisions, terms or conditions thereof, to any party outside of Purchaser’s organization other than its agents, consultants, representatives, lenders and financial partners and their agents, consultants and representatives, or as required by all applicable Federal, State and local laws, statutes, rules, regulations, ordinances or policies. Purchaser shall return all of the Documents, on or before three (3) business days after the first to occur of (a) such time as Purchaser notifies Seller in writing that it shall not acquire the Property, or (b) such time as this Agreement is terminated for any reason. This Section 5.3 shall survive any termination of this Agreement without limitation.

5.4 Independent Examination . Purchaser hereby acknowledges that it has been, or will have been given, prior to the termination of the Feasibility Period, a full, complete and adequate opportunity to make such legal, factual and other determinations, analyses, inquiries and investigations as Purchaser deems necessary or appropriate in connection with the acquisition of the Property. Purchaser is relying upon its own independent examination of the Property and all matters relating thereto and not upon any statements of Seller (excluding the

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limited matters expressly represented by Seller in ARTICLE VII hereof) or of any officer, director, employee, agent or attorney of Seller with respect to acquiring the Property. Seller shall not be deemed to have represented or warranted the completeness or accuracy of any studies, investigations and reports heretofore or hereafter furnished to Purchaser. The provisions of this Section 5.4 shall survive Closing and/or termination of this Agreement.

5.5 Termination Right . In the event that Purchaser fails to provide Seller with written notice on or before the end of the Feasibility Period whether or not it desires to acquire the Property, for any reason or no reason whatsoever, then Purchaser shall be deemed to have elected to not purchase the Property and, subject to the Surviving Termination Obligations (as defined in Section 16.12 herein), this Agreement shall terminate, the Deposit shall be immediately delivered to Purchaser from the Escrow Agent without any further instruction by either party, and thereupon neither party shall have any further rights or obligations to the other hereunder. Except as expressly provided in this Agreement, Purchaser’s failure to provide such notice on or before the end of the Feasibility Period shall constitute Purchaser’s election herein-described termination right. This is an “all or none” transaction and Purchaser has no right to terminate this Agreement as to any part of the Property.

5.6 Copies of Reports . As additional consideration for the transaction contemplated herein, Purchaser agrees that it will provide to Seller, within five (5) days following a written request therefor, copies of any and all third (3rd) party reports, tests or studies relating to the Property in Purchaser’s possession, including but not limited to those involving environmental matters (all of which shall be provided to Seller without any representation or warranty, express or implied of any kind whatsoever), but specifically excluding any Purchaser’s work product, or any materials subject to the attorney-client privilege. Upon receipt of such written request from Seller, Purchaser shall provide Seller with copies of the invoices evidencing the costs incurred in connection with obtaining such reports, and Seller shall reimburse Purchaser for the cost of any report of which Seller elects to obtain copies within such five (5) day period. Notwithstanding any other provision of this Agreement to the contrary, Purchaser’s delivery of all such documentation, if requested by Seller, shall not be a condition precedent to Purchaser’s right to obtain disbursement of the Deposit upon termination of this Agreement. Notwithstanding any provision of this Agreement, no termination of this Agreement shall terminate Purchaser’s obligations pursuant to the foregoing sentence.

ARTICLE VI.

Title and Survey Matters

6.1 Title . Purchaser hereby acknowledges receipt of a title insurance commitment (the “ Commitment ”) for an Owner’s Policy of Title Insurance, issued by Chicago Title Insurance Company (the “ Title Company ”), covering the Real Property, together with legible copies of all documents of record referred to in the Commitment as exceptions to title to the Real Property (the “ Title Documents ”). Purchaser shall notify Seller within ten (10) days after the date Purchaser receives the Commitment, the Title Documents and the Survey but in no event later than the expiration of the Feasibility Period in writing of any title exceptions identified in the Commitment which Purchaser disapproves (“ Unpermitted Title/Survey Matters ”). Any exception shown in the Commitment as of the end of the Feasibility Period or otherwise not disapproved in writing within said time period shall be deemed approved by

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Purchaser and shall constitute a “ Permitted Exception ” hereunder. Seller shall have five (5) business days following the receipt of any such notice in which to give Purchaser notice that Seller will either (a) endeavor to cause such Unpermitted Title/Survey Matter(s) to be deleted from the Commitment or Survey or insured against by the Title Company in a manner reasonably satisfactory to Seller and Purchaser or (b) not endeavor to cause such Unpermitted Title/Survey Matter(s) to be deleted from the Commitment or Survey or insured against by the Title Company. If Seller gives notice pursuant to clause (a) above, then Seller will endeavor to cause such Unpermitted Title/Survey Matter(s) to be deleted from the Commitment or Survey, or endeavor to cause such Unpermitted Title/Survey Matter(s) to be insured against by the Title Company in a manner reasonably satisfactory to Seller and Purchaser prior to the Closing Date (and Seller shall have the right to adjourn the Closing Date one or more times (but for not more than fifteen (15) days in the aggregate) in order to effectuate same); provided, however, if at Closing Seller has failed to cause any such Unpermitted Title/Survey Matter(s) to be deleted from the Commitment or Survey, or insured against by the Title Company in a manner reasonably satisfactory to Seller and Purchaser, then Seller shall not be in default hereunder and Purchaser’s sole and absolute remedy shall be to terminate this Agreement at Closing (in which event the provisions of Section 5.5 of this Agreement shall apply to such termination). If Seller (I) fails to give any such notice within said five (5) business day period, or (II) gives notice pursuant to clause (b) above, then Purchaser shall give written notice to Seller within two (2) business days following the earlier of the expiration of such five (5) business day period or the giving of notice by Seller either (x) terminating this Agreement (in which event the provisions of Section 5.5 of this Agreement shall apply to such termination) or (y) waiving the right to terminate this Agreement as a result of any such Unpermitted Title/Survey Matter(s). If Purchaser fails to deliver such notice terminating this Agreement pursuant to clause (x) above within said two (2) business day period, then Purchaser shall be deemed to have elected under clause (x) above. If Purchaser elects under clause (y) above in accordance with the foregoing, then any Unpermitted Title/Survey Matters previously objected to by Purchaser shall become Permitted Exceptions. Notwithstanding any contrary time period to review, respond or object set forth herein, if Purchaser elects not to terminate this Agreement under Section 5.5 , Purchaser will be deemed to have waived any objections to the Commitment, Title Documents or Survey which remain uncured as of the end of the Feasibility Period and such uncured title objections (other than those, if any, which Seller, in Seller’s sole discretion pursuant to this Section 6.1 , agrees in writing prior to the end of the Feasibility Period to cure prior to Closing) shall be considered Permitted Exceptions. Purchaser and Seller hereby agree that (i) all non-delinquent property taxes and assessments, (ii) the rights of the tenants under the Leases and Approved New Leases (as defined in Section 9.5 below), (iii) all matters created by or on behalf of Purchaser, including, without limitation, any documents or instruments to be recorded as part of any financing for the acquisition of the Property by Purchaser and (iv) the exceptions to title identified on Exhibit D attached hereto that have been approved in writing by Purchaser, shall constitute “ Permitted Exceptions ”. Notwithstanding anything to the contrary, (i) any deed of trust liens created by Seller against the Property, (ii) any mechanic’s, materialman’s or similar liens arising from any work or improvements at the Property ordered or contracted for by, through or at the direction of Seller that encumber the Property (unless resulting from any act or omission of Purchaser or any of its agents, contractors, representatives or employees), (iii) the lien of ad valorem real or personal property taxes, assessments and governmental charges affecting all or any portion of Seller’s interest in the Property which are delinquent, (iv) any

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judgment of record against Seller or the Property in the County or other applicable jurisdiction in which the Property is located and (v) matters other than the foregoing, if any, that Seller affirmatively elects in its sole and absolute discretion in writing to cure or remedy and first appearing on any supplemental title reports or updates to the Commitment issued by Title Company after the Feasibility Period and arising by, through or under Seller, in each case whether or not timely objected, shall be Unpermitted Title/Survey Matters and shall be removed or terminated, as applicable, by Seller on or before Closing. Without Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not make any application to any governmental agency for any permit, approval, license or other entitlement for the Property or the use or development thereof. If Purchaser elects to terminate this Agreement, Purchaser shall be responsible for any title fees due Title Company as a result of the actions of Purchaser.

6.2 Survey . Seller has provided Purchaser with a copy of Seller’s existing survey of the Property (the “ Existing Survey ”). Purchaser shall have the right to request a new survey or an update to the Existing Survey (any such new or updated survey, the “ Survey ”) during the Feasibility Period. If the Survey discloses any matters which are unacceptable to Purchaser, in Purchaser’s sole and absolute discretion, Purchaser shall notify Seller in writing no later than the expiration of the Feasibility Period (such date being the “ Title/Survey Objection Out Date ”) as to any matters to which Purchaser shall object (any such exception being referred to herein as an “ Unpermitted Title/Survey Matters ”). Any matters revealed by the Commitment and/or Survey that are not objected to by Purchaser on or prior to the Title/Survey Objection Out Date shall be deemed “ Permitted Title/Survey Exceptions ” with respect to the Property. Seller shall have five (5) business days following the receipt of any such notice in which to give Purchaser notice that Seller will either (a) endeavor to cause such Unpermitted Title/Survey Matter(s) to be deleted from the Commitment or Survey or insured against by the Title Company in a manner reasonably satisfactory to Seller and Purchaser or (b) not endeavor to cause such Unpermitted Title/Survey Matter(s) to be deleted from the Commitment or Survey or insured against by the Title Company. If Seller gives notice pursuant to clause (a) above, then Seller will endeavor to cause such Unpermitted Title/Survey Matter(s) to be deleted from the Commitment or Survey, or endeavor to cause such Unpermitted Title/Survey Matter(s) to be insured against by the Title Company in a manner reasonably satisfactory to Seller and Purchaser prior to the Closing Date (and Seller shall have the right to adjourn the Closing Date one or more times (but for not more than fifteen (15) days in the aggregate) in order to effectuate same); provided, however, if at Closing Seller has failed to cause any such Unpermitted Title/Survey Matter(s) to be deleted from the Commitment or Survey, or insured against by the Title Company in a manner reasonably satisfactory to Seller and Purchaser, then Seller shall not be in default hereunder and Purchaser’s sole and absolute remedy shall be to terminate this Agreement at Closing (in which event the provisions of Section 5.5 of this Agreement shall apply to such termination). If Seller (I) fails to give any such notice within said five (5) business day period, or (II) gives notice pursuant to clause (b) above, then Purchaser shall give written notice to Seller within two (2) business days following the earlier of the expiration of such five (5) business day period or the giving of notice by Seller either (x) terminating this Agreement (in which event the provisions of Section 5.5 of this Agreement shall apply to such termination) or (y) waiving the right to terminate this Agreement as a result of any such Unpermitted Title/Survey Matter(s). If Purchaser fails to deliver such notice terminating this Agreement pursuant to clause (x) above

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within said two (2) business day period, then Purchaser shall be deemed to have elected under clause (x) above. If Purchaser elects under clause (y) above in accordance with the foregoing, then any Unpermitted Title/Survey Matters previously objected to by Purchaser shall become “Permitted Exceptions” for the Property. Purchaser acknowledges that Seller shall have the right, but not the obligation, to deliver its notice under clause (a) or clause (b) above in its sole and absolute discretion subject to the provisions of Section 6.3 of this Agreement. Any survey matter shown on the Survey not disapproved in writing within said time period (or otherwise shown on the Survey as of the last day of the Feasibility Period) shall be deemed approved by Purchaser and shall constitute a Permitted Exception hereunder. Notwithstanding any contrary time period to review, respond or object set forth herein, if Purchaser elects not to terminate this Agreement under Section 5.5 , Purchaser will be deemed to have waived any survey objections which remain uncured as of the end of the Feasibility Period and such uncured survey objections (other than those, if any, which Seller in Seller’s sole discretion pursuant to the terms of this Section 6.2 has agreed in writing prior to the end of the Feasibility Period to cure prior to Closing) shall be considered Permitted Exceptions. If Purchaser fails, for any or no reason, to obtain the Survey during the Feasibility Period, Purchaser will be deemed to have waived any requirement set forth in this Agreement regarding the Survey and all matters shown on the Existing Survey or which would be shown on a current survey of the Property had one been obtained, shall also be considered “Permitted Exceptions.”

6.3 Commitment and Survey Updates . Purchaser has the right to object to any title or survey matter which materially adversely affects the Property and arises after the end of the Feasibility Period and prior to the Closing. In connection with the foregoing, in the event that any update of the Commitment or the Survey delivered to Purchaser after the expiration of the Feasibility Period shows any new matters or conditions which are both (a) not included within the Commitment and not disclosed by the Survey, and (b) material and adverse to Purchaser in Purchaser’s good faith business judgment, Purchaser shall deliver notice (each such notice, a “ Purchaser’s Title/Survey Update Notice ”) thereof to Seller prior to the date that is the earlier of (i) the Closing Date or (ii) the date that is five (5) business days after Purchaser receives such update of the Commitment or the Survey (and if Purchaser fails to deliver such notice within such five (5) business days (or shorter) period, then Purchaser shall be deemed to have objected to such matters or conditions as Permitted Title/Survey Exceptions). Seller shall have three (3) business days following the receipt of any Purchaser’s Title/Survey Update Notice (and if the expiration of such three (3) business day period is after the Closing Date, then, at the option of Seller, the Closing shall be adjourned to the date three (3) business days after the expiration of such three (3) business day period) in which to give Purchaser notice (each such notice, a “ Seller’s Title/Survey Update Response ”) that Seller will either (a) endeavor to cause such new matter or condition to be deleted from the Commitment or Survey or insured against by the Title Company in a manner satisfactory to Purchaser, or (b) not endeavor to cause such new matter or condition to be deleted from the Commitment or Survey or insured against by the Title Company. If Seller gives Seller’s Title/Survey Update Response pursuant to clause (a), then Seller will endeavor to cause such new matter or condition to be deleted from the Commitment or Survey for the Real Property or insured against by the Title Company in a manner satisfactory to Purchaser, to occur on or prior to the Closing Date, as same may be adjourned pursuant to the foregoing provisions of this Section 6.3 (and Seller shall have the further right to adjourn the Closing Date one or more times (but for not more than fifteen (15)

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days in the aggregate) in order to effectuate same); provided, however, if at Closing Seller has failed to cause any such Unpermitted Title/Survey Matter(s) to be deleted from the Commitment or Survey, or insured against by the Title Company in a manner satisfactory to Purchaser, then Seller shall not be in default hereunder and Purchaser’s sole and absolute remedy shall be to terminate this Agreement at Closing (in which event the provisions of Section 5.5 of this Agreement shall apply to such termination). If Seller (A) fails to give any Seller’s Title/Survey Update Response within said three (3) business day period, or (B) gives notice pursuant to clause (b), then Purchaser will deliver written notice to Seller on or before the earlier of (I) one (1) business day prior to the Closing Date (as same may be adjourned pursuant to the foregoing provisions of this Section 6.3 ) or (II) the date that is two (2) Business Days following the earlier of the expiration of such three (3) business day period or the delivery of the Seller’s Title/Survey Update Response either (x) terminating this Agreement (in which event the provisions of Section 5.5 of this Agreement shall apply to such termination) or (y) waiving the right to terminate this Agreement as a result of any such new matter or condition with respect to the applicable Property. If Purchaser fails to deliver such notice terminating this Agreement pursuant to clause (x) within said two (2) business day (or shorter) period, then Purchaser shall be deemed to have elected under clause (y) above. If Purchaser elects to waive the to terminate this Agreement pursuant to clause (y) above, then any new matter or condition previously objected to by Purchaser shall become Permitted Title/Survey Exceptions for the Property. Purchaser acknowledges that Seller shall have the right, but not the obligation, to deliver its notice under clause (a) or clause (b) above in its sole and absolute discretion subject to the provisions of this ARTICLE VI .

ARTICLE VII.

Representations and Warranties of the Seller

7.1 Seller’s Representations . Seller represents and warrants that the following matters are true and correct as of the Effective Date with respect to the Property and as a condition of Closing, these matters will be true and correct at Closing.

7.1.1 Authority . Seller is a limited partnership, duly organized, validly existing and in good standing under the laws of the State of Delaware. To the best of Seller’s knowledge, this Agreement has been duly authorized, executed and delivered by Seller, is the legal, valid and binding obligation of Seller, and does not, to the best of Seller’s knowledge, violate any provision of any agreement or judicial order to which Seller is a party or to which Seller is subject. All documents to be executed by Seller which are to be delivered at Closing, will (i) be duly authorized, executed and delivered by Seller, (ii) be legal, valid and binding obligations of Seller, and (iii) not violate, to the best of Seller’s knowledge, any provision of any agreement or judicial order to which Seller is a party or to which Seller is subject.

7.1.2 Foreign Person . Seller is not a foreign person within the meaning of Section 1445(f) of the Internal Revenue Code, and Seller agrees to execute any and all documents necessary or required by the Internal Revenue Service or Purchaser in connection with such declaration(s).

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7.1.3 No Default . The execution and delivery of this Agreement, and consummation of the transaction described in this Agreement, will not constitute a default under any Contract, Lease, or agreement to which Seller is a party and relating to the Property.

7.1.4 No Suits . There is no action, suit or proceeding pending, or to Seller’s knowledge, threatened, against Seller and relating to or arising out of the ownership, management or operation of the Property, in any court or before or by and federal, state, or municipal department, commission, board, bureau or agency or other governmental instrumentality.

7.1.5 Compliance with Laws . To the actual knowledge of Seller, and except as otherwise disclosed to Purchaser, Seller has not received any written notice from any governmental authority that the Property is in material violation of any applicable law, statute, code, ordinance, rule or regulation, including in respect of any environmental conditions caused by hazardous materials, except for such violations as have been cured prior to the Effective Date or are otherwise disclosed as part of Seller’s Environmental Reports (as defined in Section 8.6 below) or in any environmental report obtained by Purchaser prior to Closing.

7.1.6 Hazardous Materials . To the current actual conscious knowledge of Seller, except as disclosed by Seller to Purchaser on or before the expiration of the Feasibility Period, and except as disclosed in any documents or reports delivered by Seller to Purchaser or made available to Purchaser before the expiration of the Feasibility Period, Seller has not received written notice from any governmental authority on or before the Effective Date of the need of Seller to take any remedial or corrective action under any environmental laws with respect to any hazardous materials on or under the Property, which action has not been completed as of the Effective Date. As used in this Agreement, “environmental laws” means all present and future statutes, ordinances, orders, rules and regulations of all federal, state and local governmental agencies relating to the use, generation, manufacture, installation, release, discharge, storage, transportation or disposal of hazardous materials; and “hazardous materials” means petroleum, asbestos, polychlorinated biphenyls, radioactive materials, radon gas, underground storage tanks or any chemical, material or substance now or hereafter defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous materials”, “extremely hazardous waste”, “restricted hazardous waste” or “toxic substances”, or words of similar import, under any environmental laws.

7.1.7 Correct Copies . The copies of the Leases and the Existing Contracts delivered or made available to Purchaser pursuant to Section 5.3 or as delivered by Seller pursuant to Section 10.2.7 below are, to the best of Seller’s knowledge, true, correct and complete copies of the same documents contained in Seller’s files and there are, to the best of Seller’s knowledge, no material inaccuracies in such Leases or Existing Contracts. The rent roll attached hereto as Schedule 7.1.7 and as required to be updated pursuant to Section 10.2.7 below (collectively, the “ Rent Roll ”) is the rent roll used by Seller in the ordinary course of Seller’s management and operation of the Property. As used in the provisions of this Section 7.1 , “ Leases ” means the leases and agreements listed on the Rent Roll and any leases entered into by Seller after the Effective Date in accordance with this Agreement, including those as more particularly set forth in Section 9.5 below.

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7.1.8 Conflict with Contracts . The execution and delivery of this Agreement does not, and the performance by Seller of its obligations hereunder does not and will not conflict with any provision of any of the Contracts (which as of the Closing Date shall include any Approved Service Contract Amendment or any Approved New Service Contract). To the best of Seller’s knowledge, all of the Existing Contracts relating to the ownership and operation of the Property are listed on Schedule 7.1.8 attached hereto and such list of Existing Contracts is true, correct and complete. Except as disclosed in the Documents, during the twelve (12) months prior to the Effective Date, Seller has not given to, or to Seller’s knowledge, received from, any other party to an Existing Contract any written notice of a default that has not been subsequently cured.

7.1.9 Leases . Except as disclosed in the Leases and the other Documents, to the best of Seller’s knowledge, (i) Seller has not granted any options or rights of first refusal or rights of first offer to any tenant under any Lease, and no tenant under any Lease has any rights or option to renew or extend the Lease term or to terminate the Lease, except as provided in its Lease; (ii) Seller has not received any advance payment of rent (other than for the current month) on account of any of the Leases except as shown on the Rent Roll (as the same shall be updated pursuant to Section 10.2.7 below); (iii) there are no written or oral leases or tenancies affecting the Property other than those listed in the Rent Roll (as the same shall be updated pursuant to Section 10.2.7 below); (iv) Seller, as landlord, has not received any written notice of default from any tenant under any Lease; and (v) no commissions to any broker are due or will become due on account of any of the Leases existing as of the date hereof.

7.1.10 Prohibited Persons and Transactions . Seller is not: (i) a country, territory, Person, organization, or entity named on any list of prohibited countries, individuals, organizations and entities that is administered or maintained by OFAC (an “ OFAC List ”), including: (1) Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), any related enabling legislation or any other similar executive orders, (2) the List of Specially Designated Nationals and Blocked Persons (the “ SDN List ”) maintained by OFAC, and/or on any other similar list (“ Other Lists ”) maintained by OFAC pursuant to any authorizing statute, executive order or regulation, (3) a “ Designated National ” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515 (as amended and published in the Federal Register on January 16, 2015), or (4) a senior official of a major non-United States political party or a senior executive of a government-owned corporation not organized within the United (collectively, a “ Senior Foreign Political Figure ”), including, without limitation, any corporation, business or other entity that has been formed by or for the benefit of a Senior Foreign Political Figures.

7.1.11 Patriot Act . Neither Seller nor any person, group, entity or nation that Seller is acting, directly or indirectly for, or on behalf of, is named by any Executive Order (including the September 23, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity, or nation pursuant to any applicable Federal, State or local law, rule or regulation (each a “ Law ” and collectively, the

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“ Laws ”) that is enforced or administered by the Office of Foreign Assets Control, and Seller is not engaging in the transaction described in this Agreement, directly or indirectly, on behalf of, or instigating or facilitating such transaction, directly or indirectly, on behalf of, and is not controlled by (with ownership of 20% of more of Seller’s voting securities being a presumptive control position) any such person, group, entity or nation. Neither Seller, nor any person that controls Seller, has its principal place of business or conducts the majority of its business operations (measured by revenue) in any nation described in the preceding sentence. Seller is not engaging in this transaction, directly or indirectly, in violation of any Laws relating to drug trafficking, money laundering or predicate crimes to money laundering. None of the funds of Seller have been or will be derived from any unlawful activity with the result that the investment of direct or indirect equity owners in Seller is prohibited by Law or that the transaction or this Agreement is or will be in violation of Law. Seller has and will continue to implement procedures, and has consistently and will continue to consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times prior to Closing.

7.1.12 Bankruptcy or Debt of Seller . Seller has not made a general assignment for the benefit of creditors, filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Purchaser’s creditors, suffered the appointment of a receiver to take possession of all, or substantially all, of Seller’s assets, suffered the attachment or other judicial seizure of all, or substantially all, of Purchaser’s assets, admitted in writing its inability to pay its debts as they come due or made an offer of settlement, extension or composition to its creditors generally.

7.1.13 No Consents . No consent to the sale of the Property by Seller is required to be obtained from any person or entity, including, without limitation, any governmental agency or public administrative body. No consent to the sale of the Property by Seller is required to be obtained from any person or entity, including, without limitation, any governmental agency or public administrative body.

7.1.14. Employees/Management . There are no employees of Seller employed in connection with the use, management, maintenance or operation of the Property for which Buyer shall be responsible following the Closing. Seller is not a party to any management agreements which affect the Property and which will survive the Closing.

7.2 Seller’s Knowledge . For purposes of this Agreement and any document delivered at Closing, whenever the phrases “to the best of Seller’s knowledge”, “to the current, actual, conscious knowledge of Seller” or the “knowledge” of Seller or words of similar import are used, they shall be deemed to refer to the current, actual, conscious knowledge only, and not any implied, imputed or constructive knowledge, without any independent investigation having been made or any implied duty to investigate, of James P. Raisides and Kendrick Leckband and Seller represents that the foregoing are those employees of TA Realty, LLC with the responsibility for overseeing the sale, management and operation of the Property. Such individuals have no personal liability under this Agreement or otherwise with respect to the Property.

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7.3 Change in Representation/Waiver . Notwithstanding anything to the contrary contained herein, Purchaser acknowledges that Purchaser shall not be entitled to rely on any representation made by Seller in this ARTICLE VII to the extent, prior to or at Closing, Purchaser shall have or obtain actual knowledge of any information that was contradictory to such representation or warranty and that any of Seller’s representations or warranties were untrue when made or have become untrue, or if Seller has delivered or made available to Purchaser, or its agents and/or representatives information with respect to the Property at any time prior to the Closing Date, and such information is inconsistent with any of the representations and warranties herein and/or indicates that any such representations or warranties were not true or accurate when made; provided, however, if Purchaser determines prior to Closing that there is a breach of any of the representations and warranties made by Seller above, then Purchaser may, at its option, by sending to Seller written notice of its election either (i) terminate this Agreement or (ii) waive such breach and proceed to Closing, with no adjustment in the Purchase Price and Seller shall have no further liability as to such matter thereafter, Purchaser shall be deemed to have knowledge of such misrepresentation, and Purchaser shall not have the right to bring any lawsuit or other legal action against Seller, nor pursue any other remedies against Seller, as a result of the breach of the representation caused thereby. Purchaser’s sole remedy as a result such breach of the representation for the reasons set forth above shall be to terminate this Agreement and receive an immediate refund of the Deposit from the Escrow Agent, and neither Purchaser nor Seller shall thereafter have any other rights or remedies hereunder other than under Section 16.12 hereof. In furtherance thereof, Seller shall have no liability with respect to any of the foregoing representations and warranties or any representations and warranties made in any other document executed and delivered by Seller to Purchaser, to the extent that, prior to the Closing, Purchaser discovers or learns of information (from whatever source, including, without limitation the property manager, the Tenant Estoppel Certificates (defined in Section 10.2.2 below), as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or disclosure by Seller or Seller’s agents and employees) that contradicts any such representations and warranties, or renders any such representations and warranties untrue or incorrect, and Purchaser nevertheless consummates the transaction contemplated by this Agreement.

7.4 Survival . The express representations and warranties made in this Agreement shall not merge into any instrument or conveyance delivered at the Closing; provided, however, that any action, suit or proceeding with respect to the truth, accuracy or completeness of such representations and warranties shall be commenced, if at all, within one (1) year of the Closing Date and, if not commenced on or before such date, thereafter such representations and warranties shall be void and of no force or effect.

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ARTICLE VIII.

Representations and Warranties of Purchaser

8.1 Purchaser represents and warrants to Seller that the following matters are true and correct as of the Effective Date.

8.1.1 Authority . Seller is a nationally chartered bank under a charter issued by the United States Office of the Comptroller. To the best of Purchaser’s knowledge, this Agreement has been duly authorized, executed and delivered by Purchaser, is the legal, valid and binding obligation of Purchaser, and does not violate any provision of any agreement or judicial order to which Purchaser is a party or to which Purchaser is subject. To the best of Purchaser’s knowledge, all documents to be executed by Purchaser which are to be delivered at Closing, at the time of Closing will be duly authorized, executed and delivered by Purchaser, at the time of Closing will be legal, valid and binding obligations of Purchaser, and at the time of Closing will not violate any provision of any agreement or judicial order to which Purchaser is a party or to which Purchaser is subject.

8.1.2 Bankruptcy or Debt of Purchaser . Purchaser has not made a general assignment for the benefit of creditors, filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Purchaser’s creditors, suffered the appointment of a receiver to take possession of all, or substantially all, of Purchaser’s assets, suffered the attachment or other judicial seizure of all, or substantially all, of Purchaser’s assets, admitted in writing its inability to pay its debts as they come due or made an offer of settlement, extension or composition to its creditors generally.

8.1.3 ERISA Compliance . Purchaser has informed Seller and Purchaser hereby represents and warrants to Seller that Purchaser is not a “plan” nor a plan “fiduciary” nor an entity holding “plan assets” (as those terms are defined under the Employee Retirement Income Security Act of 1974, as amended, and its applicable regulations as issued by the Department of Labor and the Internal Revenue Service, “ ERISA ”) nor an entity whose assets are deemed to be plan assets under ERISA and that Purchaser is acquiring the Property for Purchaser’s own personal account and that the Property shall not constitute plan assets subject to ERISA upon conveyance of the Property by Seller and the closing of this Agreement between Purchaser and Seller. Seller shall not have any obligation to close the transaction contemplated by this Agreement if the transaction for any reason constitutes a prohibited transaction under ERISA or if Purchaser’s representation is found to be false or misleading in any respect. The foregoing representation and warranty shall survive the Closing.

8.1.4 No Financing Contingency . It is expressly acknowledged by Purchaser that this transaction is not subject to any financing contingency, and no financing for this transaction shall be provided by Seller.

8.1.5 No Consents . No consent to the acquisition of the Property by Purchaser is required to be obtained from any person or entity, including, without limitation, any governmental agency or public administrative body.

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8.1.6 Patriot Act . Neither Purchaser nor any person, group, entity or nation that Purchaser is acting, directly or indirectly for, or on behalf of, is named by any Executive Order (including the September 23, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity, or nation pursuant to any applicable Laws that are enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the transaction described in this Agreement, directly or indirectly, on behalf of, or instigating or facilitating such transaction, directly or indirectly, on behalf of, and is not controlled by (with ownership of 20% of more Purchaser’s voting securities being a presumptive control position) any such person, group, entity or nation. Neither Purchaser, nor any person that controls Purchaser, has its principal place of business or conducts the majority of its business operations (measured by revenue) in any nation described in the preceding sentence. Purchaser is not engaging in this transaction, directly or indirectly, in violation of any Laws relating to drug trafficking, money laundering or predicate crimes to money laundering. None of the funds of Purchaser have been or will be derived from any unlawful activity with the result that the investment of direct or indirect equity owners in Purchaser is prohibited by Law or that the transaction or this Agreement is or will be in violation of Law. Purchaser has and will continue to implement procedures, and has consistently and will continue to consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times prior to Closing.

8.2 Purchaser’s Acknowledgment . Purchaser acknowledges and agrees that, except as expressly provided in this Agreement, Seller has not made, does not make and specifically disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to (a) the nature, quality or condition of the Property, including, without limitation, the water, soil and geology, (b) the income to be derived from the Property, (c) the suitability of the Property for any and all activities and uses which Purchaser may conduct thereon, (d) the compliance of or by the Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body, including, without limitation, the Americans with Disabilities Act and any rules and regulations promulgated thereunder or in connection therewith, (e) the habitability, merchantability or fitness for a particular purpose of the Property, or (f) any other matter with respect to the Property, and specifically that, except as provided herein, Seller has not made, does not make and specifically disclaims any representations regarding solid waste, as defined by the U.S. Environmental Protection Agency regulations at 40 C.F.R., Part 261, or the disposal or existence, in or on the Property, of any hazardous substance, as defined by the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, California Health and Safety Code Sections 25117 and 25316 and other applicable state laws, and regulations promulgated thereunder. Purchaser further acknowledges and agrees that, except as expressly provided in this Agreement, having been given the opportunity to inspect the Property, Purchaser is relying solely on its own investigation of the Property and not on any information provided or to be provided by Seller. Purchaser further acknowledges and agrees that any information provided or to be provided with respect to the Property was obtained from a variety of sources and that Seller has not made any independent investigation or verification of such

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information. Purchaser further acknowledges and agrees that, except as expressly provided in this Agreement, and as a material inducement to the execution and delivery of this Agreement by Seller, the sale of the Property as provided for herein is made on an “as is, where is” condition and basis “with all faults.” Purchaser acknowledges, represents and warrants that Purchaser is not in a significantly disparate bargaining position with respect to Seller in connection with the transaction contemplated by this Agreement; that Purchaser freely and fairly agreed to this acknowledgment as part of the negotiations for the transaction contemplated by this Agreement; that Purchaser is represented by legal counsel in connection with this transaction and Purchaser has conferred with such legal counsel concerning this waiver and that Purchaser has assets in excess of $5,000,000. Notwithstanding anything herein to the contrary, in no event shall Seller have any liability for any breach of a representation, warranty, covenant and/or indemnity set forth herein or in any of the closing documents in excess of ONE MILLION TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($1,250,000.00) in the aggregate for all claims, including court costs and reasonable attorneys’ fees for enforcement, in the aggregate. The provisions of this Section 8.2 shall survive Closing and/or termination of this Agreement.

8.3 Purchaser’s Release . Purchaser on behalf of itself and its successors and assigns waives its right to recover from, and forever releases and discharges, Seller, Seller’s affiliates, Seller’s investment manager, property manager, the partners, trustees, shareholders, beneficiaries, directors, officers, employees, attorneys and agents of each of them, and their respective heirs, successors, personal representatives and assigns from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) the physical condition of the Property, (ii) the condition of title to the Property, (iii) the presence on, under or about the Property of any hazardous or regulated substance, (iv) the Property’s compliance with any applicable federal, state or local law, rule or regulation, or (v) any other aspect of the Property; provided, however, this release does not apply to Seller’s breach of any of the representations and warranties of Seller set forth in Article VII or any of its obligations under this Agreement which expressly survives the Closing. The terms and provisions of this Section 8.3 shall survive Closing and/or termination of this Agreement.

PURCHASER HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 (“SECTION 1542”), WHICH IS SET FORTH BELOW:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

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PURCHASER HEREBY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES.

/s/ SS

Purchaser’s Initials

8.4 Survival . The express representations and warranties made in this Agreement by Purchaser shall not merge into any instrument of conveyance delivered at the Closing; provided, however, that any action, suit or proceeding with respect to the truth, accuracy or completeness of all such representations and warranties (except for the representation and warranty set forth in Section 8.1.3 ) shall be commenced, if at all, within one (1) year of the Closing Date and, if not commenced on or before such date, thereafter shall be void and of no force or effect. The representation and warranty set forth in Section 8.1.3 hereof shall survive Closing and/or termination of this Agreement.

8.5 Natural Hazard Areas . Seller may, but is not obligated to, deliver to Purchaser a Natural Hazard Disclosure Statement (the “ Statement ”) in the form provided under California law. If Seller provides a Statement to Purchaser, the Statement will purport to disclose whether the Real Property is located in a special flood hazard area, a dam inundation failure area, a high fire severity area, a wildland fire area, an earthquake fault zone and/or a seismic hazard area (collectively, the “ Natural Hazard Areas ”). Purchaser represents and warrants to Seller as follows: (a) Purchaser and its agents are sophisticated investors in real estate and possess the expertise to assess whether the Real Property is located in any of the Natural Hazard Areas and the impact on Purchaser’s use, operation, development and enjoyment of the Real Property if the Real Property is located in any of the Natural Hazard Areas, (b) prior to the last day of the Feasibility Period, independent of the Statement, Purchaser shall have determined whether the Real Property is located in any of the Natural Hazard Areas and will have assessed the impact on Purchaser’s use, operation, development and enjoyment of the Real Property if the Real Property is located in any of the Natural Hazard Areas, and (c) Purchaser is not relying on the Statement (if one is delivered) in consummating the transactions contemplated hereby. If Seller delivers a Statement to Purchaser, Purchaser agrees that Seller shall have no liability to Purchaser for any errors or omissions in the Statement. Purchaser hereby waives any right it may have to receive a Statement from Seller and such waiver includes any right Purchaser may have to terminate this Agreement as a result of any such failure under California Civil Code Section 1103.3 or otherwise. Purchaser hereby releases Seller from any liability Seller may have to Purchaser as a result of Seller’s failure to deliver a Statement to Purchaser, including, without limitation, any damages recoverable under California Civil Code Section 1103.13. The representations, warranties and agreements set forth herein shall survive the consummation of the transactions contemplated hereby.

8.6 Section 25359.7 of Health and Safety Code . Section 25359.7 of the California Health and Safety Code requires owners of non-residential real property who know, or have reasonable cause to believe, that any release of hazardous substance has come to be located on or beneath the real property to provide written notice of such to a buyer of the real property. Purchaser acknowledges and agrees that the sole inquiry and investigation Seller has conducted in connection with the environmental condition of the Property is to obtain and/or review those certain environmental assessments and studies of the Property delivered to Purchaser pursuant to this Agreement (collectively, “ Seller’s Environmental Reports ”). Purchaser (a) acknowledges Purchaser’s receipt of the foregoing notice given pursuant to Section 25359.7 of the California Health and Safety Code; (b) will be, prior to the expiration of the Feasibility Period, fully aware

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of the matters described in the Seller’s Environmental Reports; and (c) after receiving advice of Purchaser’s legal counsel, waives any and all rights Purchaser may have to assert that Seller has not complied with the requirements of Section 25359.7 of the California Health and Safety Code. The representations, warranties and agreements set forth herein shall survive the consummation of the transactions contemplated hereby.

8.7 Energy Performance Disclosure Information . Section 25402.10 of the California Public Resources Code requires building owners to disclose the energy performance of certain non-residential buildings to a prospective buyer prior to the execution of a sales contract. Purchaser hereby acknowledges and agrees that, at least 24 hours prior to the execution of this Agreement, Seller disclosed to Purchaser, to the extent in Seller’s possession and control, the Energy Use Data, the ENERGY STAR ^® Score and Data Verification Checklist (as such terms are defined in Section 1681 of Title 20, Division 2, Chapter 4, Article 9 of the California Code of Regulations) for the Improvements (collectively, the “ Energy Performance Disclosure Information ”). Purchaser acknowledges and agrees that the Energy Performance Disclosure Information is for the current occupancy and use of the Improvements and that the energy profile of the Improvements will vary depending on future occupancy/use of the Improvements. Purchaser agrees that Seller shall have no liability to Purchaser for any errors or omissions in the Energy Performance Disclosure Information. If and to the extent not prohibited by applicable law, Purchaser hereby waives any right it may have to receive the Energy Performance Disclosure Information, including any right Purchaser may have to terminate this Agreement as a result of any such failure. Further, Purchaser hereby releases Seller from any liability Seller may have to Purchaser as a result of Seller’s failure to deliver the Energy Performance Disclosure Information to Purchaser prior to the execution of this Agreement. The terms of this Section 8.7 shall survive the Closing and any earlier termination of this Agreement.

ARTICLE IX.

Seller’s Interim Operating Covenants

9.1 Operations . Seller agrees to continue to operate, manage and maintain the Improvements through the Closing Date in the ordinary course of Seller’s business and substantially in accordance with Seller’s present practice, subject to ordinary wear and tear and further subject to ARTICLE XII of this Agreement, provided that the foregoing shall not have the effect of requiring Seller to make any repairs or replacements of a capital nature to the Property without first obtaining Purchaser’s consent, which consent may be withheld in Purchaser’s sole and absolute discretion.

9.2 Maintain Insurance . Seller agrees to maintain until the Closing Date fire and extended coverage insurance on the Property which is at least equivalent in all material respects to the insurance policies covering the Real Property and the Improvements as of the Effective Date.

9.3 Personal Property . Seller agrees not to transfer or remove any Personal Property from the Improvements after the Effective Date except for repair or replacement thereof. Any items of Personal Property replaced after the Effective Date shall be promptly installed prior to Closing and shall be of substantially similar quality to the item of Personal Property being replaced.

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9.4 No Sales . Except for the execution of tenant Leases pursuant to Section 9.5 , Seller agrees that it shall not convey any interest in the Property to any third party.

9.5 Tenant Leases . Seller shall not, from and after the expiration of the Feasibility Period, (i) grant any consent or waive any material rights under the Leases, (ii) terminate any Lease, or (iii) enter into a new lease, modify an existing Lease or renew, extend or expand an existing Lease in each case without the prior written approval of Purchaser (an “ Approved New Lease ” and collectively, the “ Approved New Leases ”), which in each case shall not be unreasonably withheld, conditioned or delayed, and which shall be deemed granted if Purchaser fails to respond to a request for approval within ten (10) business days after receipt of the request therefor together with a summary of lease terms and credit information of the proposed tenant. In the event that Seller shall enter into, modify, renew, grant concessions or terminate a Lease prior to the expiration of the Feasibility Period, it shall promptly notify Purchaser in writing thereof and shall include a copy of such document entered into by Seller by the date which is the earlier of (i) within three (3) days of such occurrence or (ii) the expiration of the Feasibility Period.

9.6 Contracts . Purchaser acknowledges that Seller has disclosed to it that the Property is subject to those certain Existing Contracts relating to the management, maintenance and/or operation of the Property set forth on Schedule 7.1.8 attached hereto and made a part hereof, as applicable. In the event that Purchaser objects to any Existing Contract(s), Purchaser shall provide written notice to Seller of such objection prior to the expiration of the Feasibility Period, and in such a case, Seller shall deliver a termination notice with respect to such objected to Existing Contract(s) at the Closing (and, in such event, Purchaser shall be responsible for any monthly charges due under such objected to Existing Contracts from and after the Closing until the effective date of termination); provided, however, that Seller shall not be obligated to terminate, and Purchaser shall be required to assume, at Closing any Existing Contracts that are not terminable upon not more than thirty (30) days prior written notice and/or without premium or penalty (any Existing Contract which Purchaser does not object to or is otherwise required to assume is referred to herein as an “ Approved Existing Contract ”). Except as set forth in the immediately preceding sentence, at Closing, Seller shall assign to Purchaser and Purchaser shall assume all assignable Service Contracts with respect to the Property – it being agreed, however, that Purchaser has no obligation to assume any Service Contracts which were not either listed on Schedule 7.1.8 or otherwise approved by Purchaser as provided below. From and after the last day of the Feasibility Period through the earlier of the Closing Date or the termination of this Agreement in accordance with the terms hereof, in the event that Seller desires to enter into (i) any amendment, modification, renewal or extension of any Contract (a “ Proposed Service Contract Amendment ”), or (ii) any new Contract (a “ Proposed New Service Contract ”), Seller shall deliver written notice to Purchaser requesting Purchaser’s consent to such Proposed Service Contract Amendment or Proposed New Service Contract. Within five (5) business days after Seller delivers such request to Purchaser, Purchaser shall deliver written notice to Seller approving or disapproving, in Purchaser’s sole discretion, such Proposed Service Contract Amendment or Proposed New Service Contract (and if Purchaser disapproves any such Proposed Service Contract Amendment or Proposed New Service Contract, Purchaser shall specify in such notice the reasons for such disapproval). In the event that Purchaser fails to deliver notice disapproving a Proposed Service Contract Amendment or Proposed New Service Contract within

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the five (5) business day period set forth above, Purchaser shall be deemed to have disapproved such Proposed Service Contract Amendment or Proposed New Service Contract. If Purchaser shall approve a Proposed Service Contract Amendment or Proposed New Service Contract, then Seller shall have the right to execute such Proposed Service Contract Amendment or Proposed New Service Contract and upon such execution and delivery, the same shall be deemed to be an “ Approved Service Contract Amendment ” or “ Approved New Service Contract ”, as the case may be, for purposes of this Agreement. If Purchaser shall disapprove a Proposed Service Contract Amendment or Proposed New Service Contract in accordance with the foregoing standards, then Seller shall not enter into such Proposed Service Contract Amendment or Proposed New Service Contract, as applicable. Notwithstanding the foregoing, Seller shall have the right, without the necessity of obtaining the approval of Purchaser, to execute any amendment, modification, renewal or extension of an Contract and any new Contract if and to the extent that such amendment, modification, renewal or extension of a Contract or such new Contract will not be binding upon Purchaser after the Closing Date or (b) if such amendment, modification, renewal or extension of a Contract pertains to a Contract that is, or such Contract is, terminable by Purchaser on not more than thirty (30) days’ notice without penalty and same shall be deemed to be an “Approved Service Contract Amendment” or “Approved New Service Contract,” as the case may be, for purposes of this Agreement.

ARTICLE X.

Closing Conditions

10.1 Conditions to Obligations of Seller . The obligations of Seller under this Agreement to sell the Property and consummate the other transactions contemplated hereby shall be subject to the satisfaction of the following conditions on or before the Closing Date except to the extent that any of such conditions may be waived by Seller in writing at Closing (and the failure of which shall entitle Seller to terminate this Agreement, whereupon neither party shall have any further liability or obligation hereunder, except for the Surviving Obligations, unless the failure of such condition precedent also constitutes a default by Purchaser, in which event Seller may pursue its remedies for a default by Purchaser as provided in Section 13.2 of this Agreement).

10.1.1 Representations, Warranties and Covenants of Purchaser . All representations and warranties of Purchaser in this Agreement shall be true and correct in all material respects as of the Closing Date, with the same force and effect as if such representations and warranties were made anew as of the Closing Date and Purchaser shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by Purchaser prior to the Closing Date.

10.2 Conditions to Obligations of Purchaser . The obligations of Purchaser under this Agreement to purchase the Property and consummate the other transactions contemplated hereby shall be subject to the satisfaction of the following conditions on or before the Closing Date, except to the extent that any of such conditions may be waived by Purchaser in writing at Closing (and the failure of which shall entitle Purchaser to terminate this Agreement and receive an immediate refund of the Deposit from the Escrow Agent, whereupon neither party shall have any further liability or obligation hereunder, except for the Surviving Obligations, unless the failure of such condition precedent also constitutes a default by Seller, in which event

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Purchaser may pursue its remedies for a default by Seller as provided in Section 13.1 of this Agreement).

10.2.1 Representations, Warranties and Covenants of Seller . All representations and warranties of Seller in this Agreement shall be true and correct in all material respects as of the Closing Date, with the same force and effect as if such representations and warranties were made anew as of the Closing Date and Seller shall have performed and complied in all material respects with all covenants and agreement required by this Agreement to be performed or complied with by Seller prior to the Closing Date. Notwithstanding the foregoing, no change in circumstances or status of the tenants (e.g., defaults, bankruptcies or other adverse matters relating to such tenant) occurring after the end of the Feasibility Period, shall permit Purchaser to terminate this Agreement or constitute grounds for Purchaser’s failure to close in accordance with the terms hereof.

10.2.2 Tenant Estoppels . Purchaser shall have received a tenant estoppel certificate (each, a “ Tenant Estoppel Certificate ” and collectively, the “ Tenant Estoppel Certificates ”) substantially in the form attached hereto as Exhibit C (or, if different, the form and content required under the applicable Lease) from (a) the following tenants (collectively, the “ Major Tenants ”): Pacific Union Financial, Suite 400 and Suite 500, Archstone Smith, Suite 600, Lehman Millet, Suite 700, The Planning Center, Suite 1100, Aitken, Aitkin & Cohn, Suite 800 and ProMark Financial, Suite 920; and (b) such other tenants which, together with the Major Tenants, occupy at least seventy percent (70%) of the leased rentable square footage of the Property (“ Required Estoppel Amount ”); provided, however, if Purchaser has not notified Seller in writing of the failure of the conditions set forth in this Section 10.2.2 prior to 5:00 p.m. Pacific Time on that day that is five (5) business days prior to Closing, these conditions shall be deemed satisfied. Notwithstanding the foregoing, at Seller’s sole option, Seller may extend the Closing Date for up to an additional thirty (30) days in order to satisfy the foregoing requirement in which event Seller shall deliver notice of such extension to Purchaser not less than one (1) day prior to the then existing Closing Date. In order to be treated as a delivered Tenant Estoppel Certificate for purposes of this Section 10.2.2 , the Tenant Estoppel Certificate delivered by a tenant shall be dated no earlier than the Effective Date. In no event shall Seller be obligated to deliver updates to any of the Tenant Estoppel Certificates. Seller will deliver Purchaser copies of the signed Tenant Estoppel Certificates promptly following Seller’s receipt and, if Purchaser fails to deliver a written objection notice to Seller within three (3) business days following the date of delivery, such signed Tenant Estoppel Certificates will be deemed approved by Purchaser. Purchaser acknowledges that the tenants may use their own form of Tenant Estoppel Certificate or may modify the form attached hereto and Purchaser agrees to accept such substitute or modified Tenant Estoppel Certificate as long as same is consistent with the applicable Lease. Seller shall not be in default for failure to deliver any required Tenant Estoppel Certificate, it being agreed that Purchaser’s sole remedy for such failure shall be to terminate this Agreement and receive an immediate refund of the Deposit from the Escrow Agent. A Tenant Estoppel Certificate that discloses (1) a material default by a tenant or Seller as landlord under the applicable Lease, (2) any material adverse document or term constituting part of the Lease, (3) any material claim or right to set off against Seller as landlord in favor of a tenant which, in each case, was not disclosed by Seller or otherwise known to Purchaser prior to the expiration of the Feasibility Period, or (4) contains economic lease information that is

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inconsistent with that shown on the Rent Roll or in the tenant files for the Lease, shall not be deemed to be the delivery of a Tenant Estoppel Certificate for purposes of this Section 10.2.2 ; provided, however, that the provisions in the following sentences shall apply with respect to any Seller default under a Lease which is disclosed by such Tenant Estoppel Certificate and (z) the provisions of ARTICLE VII shall apply with respect to any materially untrue Seller’s Representations disclosed by such Tenant Estoppel Certificate. If a Tenant Estoppel Certificate delivered by a tenant discloses a default by Seller under such tenant’s Lease, then Seller shall have the right, at Seller’s sole option, to either (i) cure such default prior to Closing (and Seller shall be entitled to adjourn the Closing one or more times (but for not more than fifteen (15) days in the aggregate) to effectuate such cure), (ii) grant Purchaser a credit against the Purchase Price in the amount reasonably necessary to effectuate such cure as reasonably determined by Seller, or (iii) notify Purchaser that Seller does not intend to cure such default or grant Purchaser such credit against the Purchase Price. If Seller acts under item (i) of the foregoing sentence, then Seller shall endeavor to cure the applicable default by Seller prior to Closing, provided that if Seller is unable to cause such default to be corrected at or prior to Closing, then Purchaser’s sole remedy shall be to terminate this Agreement, in which event the provisions of Section 5.5 of this Agreement shall apply to such termination. If Seller acts under item (ii) of the sentence prior to the foregoing sentence, then Seller will grant Purchaser the credit at Closing required under clause (ii) above. If Seller acts under item (iii) above, then Purchaser shall, on or before the earlier of two (2) business days after Purchaser receives notice from Seller pursuant to such item (iii) or one (1) business day prior to the Closing Date, deliver notice to Seller stating either (A) that Purchaser elects to proceed to the Closing without abatement of the Purchase Price and without further obligation of Seller in respect of such Tenant Estoppel Certificate or (B) that Purchaser elects to terminate this Agreement, in which event the provisions of Section 5.5 of this Agreement shall apply to such termination.

10.2.3 Title Policy . Upon recordation of the Deed and payment of the title insurance premiums, the Title Company shall be prepared to issue to Purchaser an Owner’s Policy of Title Insurance.

10.2.5 Possession of the Property . Delivery by Seller of possession of the Property, subject to the Permitted Exceptions and the rights of tenants under the Leases and Approved New Leases.

10.2.7 Rent Roll . Seller shall deliver an updated Rent Roll to Purchaser not later than three (3) business days prior to the Closing Date, which shall be consistent in form with the information provided in the Rent Roll provided to Purchaser as a part of the Documents delivered by Seller in accordance with the provisions of this Agreement.

ARTICLE XI.

Closing

11.1 Purchaser’s Closing Obligations . Purchaser, at its sole cost and expense, shall deliver or cause to be delivered to Seller at Closing the following:

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11.1.1 The Purchase Price, after all adjustments are made at the Closing as herein provided, by wire transfer or other immediately available federal funds, which amount shall be received in escrow by the Title Company at or before 11:00 a.m. Pacific Standard Time.

11.1.2 A blanket conveyance and bill of sale, substantially in the form attached hereto as Exhibit G (the “ General Assignment ”), duly executed by Purchaser, conveying and assigning to Purchaser the Personal Property, the Contracts, the records and plans, and the Intangible Property.

11.1.3 Written notice executed by Purchaser and addressed to the tenants, (i) acknowledging the sale of the Property to Purchaser, (ii) acknowledging that Purchaser has received and is responsible for any security deposits identified in the Rent Roll, and (iii) indicating that rent should thereafter be paid to Purchaser and giving instructions therefore, substantially in the form attached hereto as Exhibit H .

11.1.4 Evidence reasonably satisfactory to Seller and the Title Company that the person executing the Closing documents on behalf of Purchaser has full right, power and authority to do so.

11.1.5 A closing statement duly executed by Purchaser setting forth the Purchase Price and any adjustments thereto.

11.1.6 Receipt of the Tenant Estoppel Certificates from the Major Tenants in accordance with the provisions set forth in Section 10.2.2 above.

11.1.7 Such other documents as may be reasonably necessary or appropriate to effect the consummation of the transactions which are the subject of this Agreement.

11.2 Seller’s Closing Obligations . Seller, at its sole cost and expense, shall deliver or cause to be delivered to Purchaser the following:

11.2.1 A grant deed (the “ Deed ”) in recordable form duly executed and acknowledged by Seller conveying to Purchaser the Land and Improvements described on Exhibit A in fee simple, subject only to the Permitted Exceptions, substantially in the form attached hereto as Exhibit F .

11.2.2 The General Assignment, duly executed by Seller, conveying and assigning to Purchaser the Personal Property, the Contracts, the records and plans, and the Intangible Property.

11.2.3 Written notice executed by Seller (i) acknowledging the sale of the Property to Purchaser, (ii) acknowledging that Purchaser has received and is responsible for any security deposits (or any letters of credit, as the case may be) identified in the Rent Roll, and (iii) indicating that rent should thereafter be paid to Purchaser, substantially in the form attached hereto as Exhibit H .

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11.2.4 Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the Closing documents on behalf of Seller has full right, power and authority to do so.

11.2.5 A certificate duly executed by Seller substantially in the form attached hereto as Exhibit I (“ Non-foreign Entity Certification ”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended.

11.2.6 The following items, to the extent in Seller’s possession: (i) all keys for all entrance door and spaces which may be locked (whether occupied or not) in the Improvements; and (ii) all original (to the extent available, otherwise copies of) Leases, Contracts, permits, books, records, tenant files, tenant database, operating reports, plains and specifications and other materials reasonably necessary to the continuity of operation of the Property – the foregoing items may be delivered at the Property and not at the Closing.

11.2.7 A closing statement duly executed by Seller setting forth the Purchase Price and any adjustments thereto.

11.2.8 A California Form 593-C duly executed by Seller, as and to the extent prescribed by California law.

11.2.9 If not already delivered, an updated Rent Roll pursuant to the provisions of Section 10.2.7 above.

11.2.10 A signed title affidavit, or at Seller’s option, an indemnity, as applicable and required by the Title Company, in the form reasonably acceptable to Seller to enable the Title Company to delete the standard exceptions to the Owner’s Policy of Title Insurance set forth in this Agreement (other than any matters constituting any Permitted Exceptions) to be issued pursuant to the Commitment, together with a commercially reasonable gap indemnity in order to enable Purchaser to fund the balance of the Purchase Price funds by 10:00 a.m. Pacific Time on the Closing Date in accordance herewith and a same-day Closing Date.

11.2.11 Such other documents as may be reasonably necessary or appropriate to effect the consummation of the transactions which are the subject of this Agreement.

ARTICLE XII.

Risk of Loss

12.1 Condemnation and Casualty . If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is “Material” (as hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller’s notice, or the Closing Date, whichever is earlier. If this Agreement

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is terminated, the Deposit shall be immediately returned to Purchaser from the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except with respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds and the insurance deductible or condemnation proceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price.

12.2 Condemnation Not Material . If the condemnation is not Material, then the Closing shall occur without abatement of the Purchase Price and, after deducting Seller’s reasonable costs and expenses incurred in collecting any award, Seller shall assign, without recourse, all remaining awards or any rights to collect awards to Purchaser on the Closing Date.

12.3 Casualty Not Material . If the Casualty is not Material, then the Closing shall occur without abatement of the Purchase Price and Seller shall not be obligated to repair such damage or destruction and Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds and the insurance deductible net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or such casualty including any rent abatement insurance for such casualty.

12.4 Materiality . For purposes of this ARTICLE XII (i) with respect to a taking by eminent domain, the term “Material” shall mean any taking whatsoever, regardless of the amount of the award or the amount of the Property taken, excluding, however, any taking solely of (x) subsurface rights or takings for utility easements or right of way easements, if the surface of the Property, after such taking, may be used in the same manner, as reasonably determined by Purchaser, as though such rights had not been taken, or (y) one lease of less than 10% of the rentable square feet for a term of less than five years, and (ii) with respect to a casualty, the term “ Material ” shall mean any casualty such that the cost of repairs are greater than five percent (5%) of the Purchase Price.

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ARTICLE XIII.

Default

13.1 Default by Seller . In the event the Closing and the transactions contemplated hereby do not occur as provided herein by reason of the default of Seller, Purchaser may elect, as the sole and exclusive remedy of Purchaser, to (i) terminate this Agreement and receive the Deposit from the Escrow Agent, and in such event Seller shall not have any liability whatsoever to Purchaser hereunder other than with respect to the Surviving Termination Obligations or (ii) enforce specific performance of Seller’s obligation to convey the Property, without adjustment to, or credit against, the Purchase Price; provided, however, if Seller’s default hereunder makes specific performance of the Agreement unavailable (i.e., not merely impracticable or inconvenient) because Seller intentionally sold or conveyed the Property to anyone other than Purchaser (or its permitted assignee) prior to Closing in breach of this Agreement then, in addition to the return of the Deposit, Seller shall pay Purchaser, as Purchaser’s sole and exclusive remedy, a break-up fee equal $750,000, it being understood that Purchaser waives any right to any other fees, costs or damages. Purchaser shall be deemed to have elected to terminate this Agreement (as provided in subsection (i) above) if Purchaser fails to deliver to Seller written notice of its intent to file a cause of action for specific performance against Seller on or before ten (10) days after written notice of termination from Seller or ten (10) days after the originally scheduled Closing Date, whichever shall occur first, or having given Seller notice, fails to file a lawsuit asserting such cause of action within ninety (90) days after the originally scheduled Closing Date. Notwithstanding the foregoing, nothing contained herein shall limit Purchaser’s remedies at law or in equity, as to the Surviving Termination Obligations.

13.2 Default by Purchaser . IN THE EVENT THE CLOSING AND THE TRANSACTIONS CONTEMPLATED HEREBY DO NOT OCCUR AS PROVIDED HEREIN BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE, PURCHASER AND SELLER HEREBY AGREE A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), A SUM EQUAL TO THE DEPOSIT. UPON SUCH DEFAULT BY PURCHASER, SELLER SHALL HAVE THE RIGHT TO RECEIVE THE DEPOSIT FROM THE ESCROW AGENT AS ITS SOLE AND EXCLUSIVE REMEDY AND THEREUPON THIS AGREEMENT SHALL BE TERMINATED AND NEITHER SELLER NOR PURCHASER SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER EXCEPT WITH RESPECT TO THE SURVIVING TERMINATION OBLIGATIONS. THE AMOUNT OF THE DEPOSIT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR PURCHASER’S DEFAULT AND FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREBY EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF THE DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF

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CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED HEREIN SHALL LIMIT SELLER’S REMEDIES AT LAW OR IN EQUITY AS TO THE SURVIVING TERMINATION OBLIGATIONS. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION.

/s/ JR

/s/ SS

SELLER’S INITIALS

PURCHASER’S INITIALS

ARTICLE XIV.

Brokers

14.1 Brokers . Purchaser and Seller each represents and warrants to the other that it has not dealt with any person or entity entitled to a brokerage commission, finder’s fee or other compensation with respect to the transaction contemplated hereby other than CBRE (“ Broker ”) who is representing Purchaser. Seller will be responsible for the commission owed Broker pursuant to a separate written agreement between Seller and Broker. Broker shall be paid only upon the Closing of the purchase and sale contemplated hereby pursuant to a separate agreement. Purchaser hereby agrees to indemnify, defend, and hold Seller harmless from and against any losses, damages, costs and expenses (including, but not limited to, attorneys’ fees and costs) incurred by Seller by reason of any breach or inaccuracy of the Purchaser’s (or its nominee’s) representations and warranties contained in this ARTICLE XIV . Seller hereby agrees to indemnify, defend, and hold Purchaser harmless from and against any losses, damages, costs and expenses (including, but not limited to, attorneys’ fees and costs) incurred by Purchaser by reason of any breach or inaccuracy of Seller’s representations and warranties contained in this ARTICLE XIV . Seller and Purchaser agree that it is their specific intent that no broker shall be a party to or a third party beneficiary of this Agreement or the Deposit, that no broker shall have any rights or cause of action hereunder, and further that the consent of a broker shall not be necessary to any agreement, amendment, or document with respect to the transaction contemplated by this Agreement. The provisions of this ARTICLE XIV shall survive the Closing and/or termination of this Agreement.

ARTICLE XV.

Confidentiality

15.1 Confidentiality.

15.1.1. Purchaser Confidentiality . Purchaser expressly acknowledges and agrees that the transactions contemplated by this Agreement, the Documents that are not otherwise known by or available to the public and the terms, conditions and negotiations concerning the same, whether written or oral, shall be held in the strictest confidence by Purchaser and shall not be disclosed by Purchaser except to its legal counsel, surveyor, title company, broker, accountants, consultants, officers, partners, directors, investors, prospective investors and shareholders, and any prospective lenders, financial partners and

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their agents, consultants and representatives (the “ Purchaser Authorized Representatives ”), as required by all applicable Laws (in particular, any and all securities reporting requirements), and except and only to the extent that such disclosure may be necessary for the performance by such Purchaser Authorized Representative of its diligence and related obligations hereunder, but not otherwise. Purchaser agrees that it shall instruct each of the Purchaser Authorized Representatives to maintain the confidentiality of such information and shall, prior to disclosure to any such Purchaser Authorized Representative, upon Seller’s prior written request, provide Seller with the name and contact information for each such Purchaser Authorized Representative (or such Purchaser Authorized Representative’s organization). Purchaser agrees to be responsible for all actual damages, losses, costs, liabilities and expenses incurred by or asserted against Seller due to the breach by Purchaser or any Purchaser Authorized Representative of the confidentiality provisions set forth in this Agreement. Purchaser further acknowledges and agrees that, unless and until the Closing occurs, all information and materials obtained by Purchaser in connection with the Property that are not otherwise known by or available to the public will not be disclosed by Purchaser to any third persons (other than to the Purchaser Authorized Representatives) without the prior written consent of Seller, which may be withheld in Seller’s sole and absolute discretion. If the transaction contemplated by this Agreement does not occur for any reason whatsoever, Purchaser shall promptly return to Seller or destroy, and shall instruct the Purchaser Authorized Representatives to return to Seller or destroy, all copies and originals of all documents and information provided to Purchaser by Seller; provided, however, that Purchaser shall have the right to retain copies of any or all such documents and information to the extent necessary to comply with Purchaser’s document retention policies, audit procedures or applicable law. Nothing contained in this Section 15.1.1 shall preclude or limit Purchaser from disclosing or accessing any information otherwise deemed confidential under this Section 15.1.1 in connection with Purchaser’s enforcement of its rights following a disagreement hereunder or in response to lawful process or subpoena or other valid or enforceable order of a court of competent jurisdiction or any filings with Authorities required by reason of the transactions provided for herein. The provisions of this Section 15.1.1 shall survive any termination of this Agreement but shall not survive the Closing.

15.1.2. Seller Confidentiality . Seller expressly acknowledges and agrees that the transactions contemplated by this Agreement and the terms, conditions and negotiations concerning the same, whether written or oral, shall be held in the strictest confidence by Seller and shall not be disclosed by Seller except to its legal counsel, surveyor, title company, broker, accountants, consultants, officers, partners, directors and shareholders and any lenders, financial partners and their agents, consultants and representatives (the “ Seller Authorized Representatives ”). Seller agrees that it shall instruct each of the Seller Authorized Representatives to maintain the confidentiality of such information. Seller agrees to be responsible for all actual damages, losses, costs, liabilities and expenses incurred by or asserted against Purchaser due to the breach by Seller or any Seller Authorized Representative of the confidentiality provisions set forth in this Agreement. Nothing contained in this Section 15.1.2 shall preclude or limit Seller from disclosing or accessing any information otherwise deemed confidential under this Section 15.1.2 in connection with Seller’s enforcement of its rights following a

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disagreement hereunder or in response to lawful process or subpoena or other valid or enforceable order of a court of competent jurisdiction or any filings with Authorities required by reason of the transactions provided for herein. The provisions of this Section 15.1.2 shall survive any termination of this Agreement but shall not survive the Closing.

15.2 Post Closing Publication . Notwithstanding the foregoing but subject to disclosures required by Law as set forth in Section 15.1 above, each party shall have the right to announce the acquisition of the Property in newspapers and real estate trade publications (including “tombstones”) publicizing the purchase, provided that any public announcement of the transaction shall be made using only such information as is customarily found in public announcements of such transactions. The provisions of this Section 0 shall survive Closing and/or any termination of this Agreement.

ARTICLE XVI.

Miscellaneous

16.1 Notices . Any and all notices, requests, demands or other communications hereunder shall be deemed to have been duly given if in writing and if transmitted by hand delivery with receipt therefor, by facsimile or electronic mail delivery (with confirmation by hard copy), by overnight courier, or by registered or certified mail, return receipt requested, first class postage prepaid addressed as follows (or to such new address as the addressee of such a communication may have notified the sender thereof):


To Purchaser:		Banc of California 18500 Von Karman Ave, Suite 1100 Irvine, CA 92612 Attn: John Grosvenor Telephone No.: (949) 236-5251 Fax No.: (949) 777-5350 Email: John.Grosvenor@bancofcal.com

With copies to:		Eisner Jaffe 9601 Wilshire Blvd., Suite 700 Beverly Hills, CA 90210 Attn: Robert D. Jaffe Telephone No.: (310) 855-3200 Fax No.: (310) 855-3201 Email: rjaffe@eisnerlaw.com

To Seller:		c/o TA Realty, LLC 28 State Street, 10th Floor Boston, Massachusetts 02109 Attn: James P. Raisides Telephone: (617) 476-2700 Fax No.: (617) 476-2799 Email: jraisides@tarealty.com

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with copies to:		c/o TA Realty, LLC 1301 Dove Street, Suite 860 Newport Beach, California 92660-2440 Attn: Kendrick Leckband Phone No.: (949) 852-2030 Fax No.: (949) 852-2031 E-mail: jpowell@tarealty.com

		and

		Stutzman, Bromberg, Esserman & Plifka, A Professional Corporation 2323 Bryan Street, Suite 2200 Dallas, Texas 75201 Attn: Kenneth F. Plifka Phone: (214) 969-4900 Fax No.: (214) 969-4999 email: plifka@sbep-law.com

To Escrow Agent:		Chicago Title Insurance Company 2828 Routh Street, Suite 800 Dallas, Texas 75201 Attn: Ellen Schwab Telephone No.: (214) 965-1670 Fax No.: (214) 965-1627 Email: schwabe@ctt.com

Any such notice shall be deemed received upon (i) if transmitted by hand or via overnight courier, the date of delivery to the person to receive such notice; (ii) if sent by registered or certified mail, upon the date of receipt as disclosed on the return receipt; or (iii) if given by facsimile or electronic mail, then on the date sent (provided such day is a business day) unless after 5:00 p.m. Pacific Time of the recipient on a business day, in which event it shall be deemed received on the next business day; provided, however, that any notice or other communication sent by telecopy or electronic mail must be confirmed by a letter mailed or delivered in accordance with the foregoing and sent out the same business day as the telecopy or electronic mail. Notice of change of address shall be given by notice in the manner detailed in this Section. Refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent.

16.2 Governing Law . This Agreement shall be governed by and construed in accordance with the internal, substantive laws of California, without regard to the conflict of laws principles thereof.

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16.3 Headings . The captions and headings herein are for convenience and reference only and in no way define or limit the scope or content of this Agreement or in any way affect its provisions.

16.4 Effective Date . This Agreement shall be effective upon delivery of this Agreement fully executed by the Seller and Purchaser, which date shall be deemed the Effective Date hereof. Either party may request that the other party promptly execute a memorandum specifying the Effective Date.

16.5 Business Days . If any date herein set forth for the performance of any obligations of Seller or Purchaser or for the delivery of any instrument or notice as herein provided should be on a Saturday, Sunday or legal holiday, the compliance with such obligations or delivery shall be deemed acceptable on the next business day following such Saturday, Sunday or legal holiday. As used herein, the term “legal holiday” means any state or Federal holiday for which financial institutions or post offices are generally closed in the state where the Property is located.

16.6 Counterpart Copies . This Agreement may be executed in two or more counterpart copies, all of which counterparts shall have the same force and effect as if all parties hereto had executed a single copy of this Agreement.

16.7 Binding Effect . This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.

16.8 Assignment . Purchaser shall not have the right to assign the Agreement without Seller’s prior written consent, which consent may be given or withheld in Seller’s sole and absolute discretion; provided, however, Seller’s consent shall not be required in connection with an assignment of this Agreement by Purchaser to an Affiliated Assignee (as defined below), so long as, (i) Purchaser shall provide Seller with the name, signature block, address, federal taxpayer identification number and other information pertaining to the proposed Affiliated Assignee as may be reasonably requested by Seller (including, without limitation, evidence that the Affiliated Assignee satisfies the ownership and control requirements set forth in the definition of same) not later than ten (10) days prior to the Closing Date, (ii) such Affiliated Assignee assumes all of the obligations of Purchaser under this Agreement pursuant to an assignment and assumption agreement in form and substance mutually agreed to by the parties hereof, (iii) no assignment of this Agreement to an Affiliated Assignee shall relieve Purchaser from any of Purchaser’s obligations hereunder, (iv) no such assignment shall have the effect of delaying the Closing in any respect, (v) no such assignment shall obligate Seller to cause any other third party to re-deliver any document, instrument or other agreement previously delivered by such third party pursuant to the terms of this Agreement and (vi) any such assignment will not be effective until the Closing Date (i.e., Purchaser’s ability to assign hereunder shall be limited to an assignment that is effective concurrently with the Closing hereunder). Purchaser shall in no event be released from any of its obligations or liabilities hereunder as a result of any assignment. Additionally, Purchaser shall have the right to assign this Agreement to a Section 1031 exchange intermediary subject to the terms of Section 16.20 hereof without Seller’s consent. Whenever reference is made in this Agreement to Seller or Purchaser, such reference shall include the successors and assigns of such party under this Agreement. As used herein the

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term “ Affiliated Assignee ” shall mean an entity which is (i) owned, in whole or in part, directly or indirectly, by Purchaser, or (ii) controlled or managed on a day-to-day basis, either directly or indirectly, by Purchaser.

16.9 Interpretation . This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that both Seller and Purchaser have contributed substantially and materially to the preparation of this Agreement.

16.10 Entire Agreement . This Agreement and the Exhibits attached hereto contain the final and entire agreement between the parties hereto with respect to the sale and purchase of the Property and are intended to be an integration of all prior negotiations and understandings. Purchaser, Seller and their agents shall not be bound by any terms, conditions, statements, warranties or representations, oral or written, not contained herein. No change or modifications to this Agreement shall be valid unless the same is in writing and signed by the parties hereto. Each party reserves the right to waive any of the terms or conditions of this Agreement which are for their respective benefit and to consummate the transaction contemplated by this Agreement in accordance with the terms and conditions of this Agreement which have not been so waived. Any such waiver must be in writing signed by the party for whose benefit the provision is being waived.

16.11 Severability . If any one or more of the provisions hereof shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

16.12 Survival . Except as otherwise specifically provided for in Sections 4.2 , 5.1 , 5.2 , 5.3 , 5.4 , 7.3 , 7.4 , 8.2 , 8.3 , 12.1 , 14 , 15.1 , 16.15 , 16.16 , 16.19 , 16.20 and 16.21 (collectively, the “ Surviving Termination Obligations ”), the provisions of this Agreement and the representations and warranties herein shall not survive after the conveyance of title and payment of the Purchase Price but be merged therein.

16.13 Exhibits . Exhibits A through I and Schedules 7.1.7 and 7.1.8 , attached hereto are incorporated herein by reference.

16.14 Time . Time is of the essence in the performance of each of the parties’ respective obligations contained herein.

16.15 Limitation of Liability . The obligations of Seller are binding only on Seller’s interest in the Property and shall not be personally binding upon, nor shall any resort be had to, any other assets of Seller nor the private properties of any of the partners, officers, directors, shareholders or beneficiaries of Seller, or of any partners, officers, directors, shareholders or beneficiaries of any partners of Seller, or of any of Seller’s employees or agents. All documents to be executed by Seller shall also contain the foregoing exculpation. The provisions of this Section 16.15 shall survive Closing and/or any termination of this Agreement.

16.16 Prevailing Party . Should either party employ an attorney to enforce any of the provisions hereof, (whether before or after Closing, and including any claims or actions

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involving amounts held in escrow), the non-prevailing party in any final judgment agrees to pay the other party’s reasonable expenses, including reasonable attorneys’ fees and expenses in or out of litigation and, if in litigation, trial, appellate, bankruptcy or other proceedings, expended or incurred in connection therewith, as determined by a court of competent jurisdiction. The provisions of this Section 16.16 shall survive Closing and/or any termination of this Agreement.

16.17 Escrow Agreement .

16.17.1 Instructions . Purchaser and Seller each shall promptly deposit a copy of this Agreement executed by such party (or either of them shall deposit a copy executed by both Purchaser and Seller) with Escrow Agent, and, upon receipt of the Deposit from Purchaser, Escrow Agent shall immediately execute this Agreement where provided below. This Agreement, together with such further instructions, if any, as the parties shall provide to Escrow Agent by written agreement, shall constitute the escrow instructions. If any requirements relating to the duties or obligations of Escrow Agent hereunder are not acceptable to Escrow Agent, or if Escrow Agent requires additional instructions, the parties hereto agree to make such deletions, substitutions and additions hereto as counsel for Purchaser and Seller shall mutually approve, which additional instructions shall not substantially alter the terms of this Agreement unless otherwise expressly agreed to by Seller and Purchaser.

16.17.2 Real Estate Reporting Person . Escrow Agent is hereby designated the “real estate reporting person” for purposes of Section 6045 of Title 26 of the United States Code and Treasury Regulation 1.6045-4 and any instructions or settlement statement prepared by Escrow Agent shall so provide. Upon the consummation of the transaction contemplated by this Agreement, Escrow Agent shall file Form 1099 information return and send the statement to Seller as required under the aforementioned statute and regulation. Seller and Purchaser shall promptly furnish their federal tax identification numbers to Escrow Agent and shall otherwise reasonably cooperate with Escrow Agent in connection with Escrow Agent’s duties as real estate reporting person.

16.17.3 Liability of Escrow Agent . The parties acknowledge that the Escrow Agent shall be conclusively entitled to rely, except as hereinafter set forth, upon a certificate from Purchaser or Seller as to how the Deposit (which, for purposes of this Section shall be deemed to also include any other escrowed funds held by the Escrow Agent pursuant to this Agreement) should be disbursed. Any notice sent by Seller or Purchaser (the “ Notifying Party ”) to the Escrow Agent shall be sent simultaneously to the other noticed parties pursuant to Section 16.1 herein (the “ Notice Parties ”). If the Notice Parties do not object to the Notifying Party’s notice to the Escrow Agent within ten (10) days after the Notice Parties’ receipt of the Notifying Party’s certificate to the Escrow Agent, the Escrow Agent shall be able to rely on the same. If the Notice Parties send, within such ten (10) days, written notice to the Escrow Agent disputing the Notifying Party’s certificate, a dispute shall exist and the Escrow Agent shall hold the Deposit as hereinafter provided. The parties hereto hereby acknowledge that Escrow Agent shall have no liability to any party on account of Escrow Agent’s failure to disburse the Deposit if a dispute shall have arisen with respect to the propriety of such disbursement and, in the event of any dispute as to who is entitled to receive the Deposit, disburse them in accordance with the final order of a court of competent jurisdiction, or to deposit or interplead such funds into a court

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of competent jurisdiction pending a final decision of such controversy. The parties hereto further agree that Escrow Agent shall not be liable for failure to any depository and shall not be otherwise liable except in the event of Escrow Agent’s gross negligence or willful misconduct. The Escrow Agent shall be reimbursed on an equal basis by Purchaser and Seller for any reasonable expenses incurred by the Escrow Agent arising from a dispute with respect to the Deposit. The obligations of Seller with respect to the Escrow Agent are intended to be binding only on Seller and Seller’s assets and shall not be personally binding upon, nor shall any resort be had to, the private properties of any of the partners, officers, directors, shareholders or beneficiaries of Seller, or of any partners, officers, directors, shareholders or beneficiaries of any partners of Seller, or of any of Seller’s employees or agents.

16.18 No Recording . Neither this Agreement nor any memorandum or short form hereof shall be recorded or filed in any public land or other public records of any jurisdiction, by either party and any attempt to do so may be treated by the other party as a breach of this Agreement.

16.19 Waiver of Trial by Jury/Judicial Reference . EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY. NOTWITHSTANDING THE FOREGOING TO THE CONTRARY, IF THE JURY TRIAL WAIVER CONTAINED HEREIN SHALL BE HELD OR DEEMED TO BE UNENFORCEABLE, EACH PARTY HERETO HEREBY EXPRESSLY AGREES TO SUBMIT TO JUDICIAL REFERENCE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 THROUGH 645.1 ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING HEREUNDER FOR WHICH A JURY TRIAL WOULD OTHERWISE BE APPLICABLE OR AVAILABLE. PURSUANT TO SUCH JUDICIAL REFERENCE, THE PARTIES AGREE TO THE APPOINTMENT OF A SINGLE REFEREE AND SHALL USE THEIR BEST EFFORTS TO AGREE ON THE SELECTION OF A REFEREE. IF THE PARTIES ARE UNABLE TO AGREE ON A SINGLE REFEREE, A REFEREE SHALL BE APPOINTED BY THE COURT UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 AND 640 TO HEAR ANY DISPUTES HEREUNDER IN LIEU OF ANY SUCH JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE APPOINTED REFEREE SHALL HAVE THE POWER TO DECIDE ALL ISSUES IN THE APPLICABLE ACTION OR PROCEEDING, WHETHER OF FACT OR LAW, AND SHALL REPORT A STATEMENT OF DECISION THEREON; PROVIDED, HOWEVER, THAT ANY MATTERS WHICH WOULD NOT OTHERWISE BE THE SUBJECT OF A

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JURY TRIAL WILL BE UNAFFECTED BY THIS WAIVER AND THE AGREEMENTS CONTAINED HEREIN. THE PARTIES HERETO HEREBY AGREE THAT THE PROVISIONS CONTAINED HEREIN HAVE BEEN FAIRLY NEGOTIATED ON AN ARMS-LENGTH BASIS, WITH BOTH SIDES AGREEING TO THE SAME KNOWINGLY AND BEING AFFORDED THE OPPORTUNITY TO HAVE THEIR RESPECTIVE LEGAL COUNSEL CONSENT TO THE MATTERS CONTAINED HEREIN. ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY AND THE AGREEMENTS CONTAINED HEREIN REGARDING THE APPLICATION OF JUDICIAL REFERENCE IN THE EVENT OF THE INVALIDITY OF SUCH JURY TRIAL WAIVER. The provisions of this Section 16.19 shall survive the Closing or termination of this Agreement.

16.20 Section 1031 Exchange . Purchaser may, without Seller’s consent, assign this Agreement to a qualified intermediary in order to facilitate a like-kind exchange transaction, which includes the Property, pursuant to Section 1031 of the Internal Revenue Code. Seller further agrees to reasonably cooperate with Purchaser in effecting such transaction, provided that any such exchange transaction, and the related documentation, shall: (i) not require Seller to expend any additional funds or execute any contract, make any commitment, or incur any obligations, contingent or otherwise, to third parties which would expand Seller’s obligations beyond this Agreement, (ii) not delay the Closing or the transaction contemplated by this Agreement, (iii) not release Purchaser or otherwise affect Purchaser’s obligation to perform in accordance with the terms hereof or any liability of the parties to one another under the terms of this Agreement, and (iv) not include Seller’s acquiring title to any property which is not the subject of this Agreement. Further, Purchaser shall indemnify Seller from and against all liability arising out of such cooperation (including reasonable attorneys’ fees) which indemnity shall survive any closing hereunder or termination of this Agreement and it shall be Purchaser’s responsibility to determine whether the exchange property and the transaction qualifies as an exchange of property of “like kind’ within the meaning of the Internal Revenue Code, and Purchaser shall be solely responsible for the tax consequences to Purchaser of the exchange, it being agreed that Seller shall have no obligation or liability to Purchaser in connection therewith. The respective obligations of Seller and Purchaser under this Section 16.20 shall survive the Closing and shall not be merged therein.

16.21 Submission to Jurisdiction . PURCHASER AND SELLER HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN ORANGE COUNTY, STATE OF CALIFORNIA, OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. SELLER MAY, IN ITS SOLE DISCRETION, ELECT THE STATE OF CALIFORNIA, ORANGE COUNTY, OR THE UNITED STATES OF AMERICA, FEDERAL DISTRICT COURT HAVING JURISDICTION OVER ORANGE COUNTY, STATE OF CALIFORNIA, AS THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING. PURCHASER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE TO SUCH VENUE AS BEING AN INCONVENIENT FORUM. THE FOREGOING SHALL NOT, HOWEVER, HAVE THE EFFECT OF PROHIBITING SELLER FROM BRINGING AN ACTION AGAINST

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PURCHASER ARISING OUT OF THIS AGREEMENT IN ANY OTHER COURT OR VENUE. THE PROVISIONS OF THIS SECTION 16.21 SHALL SURVIVE THE CLOSING OR EARLIER TERMINATION OF THIS AGREEMENT.

16.22 Exclusivity . During the period of time commencing on the Effective Date and ending on the earlier to occur of (i) the Closing Date or (ii) the date this Agreement is terminated in accordance with the terms of this Agreement, Seller will not (a) actively solicit the submission of any proposal or offer from any person (other than Purchaser or Purchaser’s affiliates) relating to the acquisition of the Property by such person, or (b) actively participate in any negotiations regarding the acquisition of the Property by any person other than Purchaser or Purchaser’s affiliates. For so long as this Agreement remains in effect, Seller will notify Purchaser promptly if any person makes a written offer to acquire the Property and the terms of any such offer.

[SIGNATURES ON NEXT PAGES]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal on the date or dates set forth below.


SELLER:

The Realty Associates Fund IX, L.P., a Delaware limited partnership

By:	Realty Associates Fund IX, LLC,
	its general partner

	By:	TA Realty LLC,
		its manager

		By:	/s/ James P. Raisides
		Name:	James P. Raisides
		Title:	Senior Vice President

	By: Realty Associates Fund IX Texas Corporation,
	a Texas corporation, general partner

	By:	/s/ James P. Raisides
	Name:	James P. Raisides
	Title:	Senior Vice President

PURCHASER:

BANC OF CALIFORNIA,

National Association

By: /s/ Steven Sugarman

Name: Steven Sugarman

Title: President and Chief Executive Officer

The Escrow Agent hereby executes this Agreement for the sole purpose of acknowledging receipt of the Initial Deposit and its responsibilities hereunder and to evidence its consent to serve as Escrow Agent in accordance with the terms of this Agreement.


ESCROW AGENT:

CHICAGO TITLE INSURANCE COMPANY

By:		/s/ Ellen Schwab
Name:		Ellen Schwab
Title:		Senior Commercial Escrow Officer

Date: October 2, 2015

LIST OF EXHIBITS

EXHIBITS


Exhibit A	-	Legal Description
Exhibit B	-	Due Diligence Documents to be Delivered by Seller
Exhibit C	-	Form of Tenant Estoppel Certificate
Exhibit D	-	Permitted Exceptions
Exhibit E	-	Lease Schedule
Exhibit F	-	Form of Grant Deed
Exhibit G	-	Form of General Assignment
Exhibit H	-	Form of Notice Letter to Tenants
Exhibit I	-	Form of Non-Foreign Entity Certificate
Schedule 7.1.7	-	Rent Roll
Schedule 7.1.8	-	List of Contracts

EXHIBIT A

LEGAL DESCRIPTION

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

PARCEL 1 :

LOT 6 OF TRACT 13802, IN THE CITY OF SANTA ANA, AS PER MAP RECORDED IN BOOK 649, PAGE(S) 44 THROUGH 48, INCLUSIVE OF MISCELLANEOUS MAPS , IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA.

PARCEL 2 :

EASEMENTS AS SUCH EASEMENTS ARE MORE PARTICULARLY DESCRIBED IN THE SECTIONS ENTITLED “CERTAIN EASEMENTS FOR OWNERS” AND “SUPPORT, SETTLEMENT AND ENCROACHMENT” ON THE ARTICLE ENTITLED “EASEMENTS” OF THE MASTER DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS RECORDED JULY 31, 1991, AS INSTRUMENT NO. 91-405476, OF OFFICIAL RECORDS .

APN: 411-073-01

EXHIBIT A - PAGE 1 OF 1

EXHIBIT B

DUE DILIGENCE DOCUMENTS

TO BE DELIVERED BY SELLER

Tenant Information

1.	Rent Roll in the form currently maintained by Seller.

2.	All leases and amendments thereto, including subleases.

3.	Seller correspondence with tenants

Operating Information

1.	Copies of all Contracts.

2.	Copies of real estate tax bills (including special assessments) for prior two (2) years.

Other

1.	Seller’s most current title policy, report or commitment.

2.	Seller’s most recent survey.

3.	[RESERVED].

4.	Copies of all final environmental reports concerning the Property.

5.	Copies of warranties and permits

6.	Copies of utility bills for the last 24 months

7.	Copies of construction plans, as-built drawings, etc.

8.	Copies of Seller’s operating expense statements for the prior 2 expense years

EXHIBIT B - PAGE 1 OF 1

EXHIBIT C

TENANT ESTOPPEL CERTIFICATE

(the “ Tenan t”) hereby certifies to THE REALTY ASSOCIATES FUND IX, L.P., a Delaware limited partnership (the “ Owner ”) and , its successors or assigns (“ Purchaser ”) as follows:

The undersigned Tenant understands that Purchaser or its assigns intends to purchase certain real property and improvements, which includes the Premises (the “Property”). In connection with the purchase by Purchaser, Purchaser has requested that the Tenant complete this tenant certificate (the “Tenant Certificate”) with the appropriate information as it pertains to the Tenant’s lease and to agree to the requirements set forth herein.

The undersigned Tenant hereby certifies to and agrees with Owner and Purchaser as to the following:

1. Pursuant to that certain Lease dated , 20 (the “Lease”), Tenant leases approximately square feet of space (the “Premises”). The Lease, as amended, modified and supplemented, is in full force and effect, and represents the entire agreement between Tenant and Owner for the Premises. There are no amendments, modifications or supplements to the Lease, whether oral or written, except as follows (include the date of each amendment, modification or supplement): . A true and correct copy of the Lease, as amended, modified and supplemented, is attached hereto as Exhibit A.

2. The term of the Lease began on , and will end on , 20 .

3. The Lease does/does not provide for an option to extend the term of the Lease for years. Except as expressly provided in the Lease, Tenant does not have any right or option to renew or extend the term of the Lease, to lease other space at the Property, nor any preferential right to purchase all or any part of the Premises or the Property.

4. Tenant has neither sent nor received any notice of default under the Lease which remains uncured and to the best of Tenant’s knowledge, neither Tenant nor Owner has committed any breach under the Lease, which alone or with the passage of the, giving of notice, or both would constitute a default thereunder, except as follows: .

5. Tenant is currently paying [Base Monthly] Rent under the Lease in the amount of $ and estimated monthly pass throughs in the amount of .

EXHIBIT C - PAGE 1 OF 2

6. Tenant has not prepaid any rent or other charge under the Lease to Owner other than the following: .

7. A cash security deposit in the amount of $ has been paid to Owner under the Lease, and Tenant has not given Owner any other security or similar deposit.

8. Tenant has accepted possession of and is in full occupancy of the Premises and any improvements required to be made by Owner, if any, have been completed to the full satisfaction of Tenant and any tenant improvement allowances required by the Lease, if any, to be made by Owner have been paid in full satisfaction of Tenant, except for the following: .

Dated this day of , 2015.


[NAME OF TENANT]

By:
Name:
Title:

EXHIBIT C - PAGE 2 OF 2

EXHIBIT D

PERMITTED EXCEPTIONS

1.	Real estate taxes for the year of Closing and subsequent years, a lien not yet due and payable and all general and special assessments.

2.	Rights of tenants pursuant to unrecorded leases.

3.	Local, state and federal laws, ordinances or governmental regulations, including, but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property

4.	Additional exceptions to be added subject to, and in accordance with, Article VI of the Agreement.

EXHIBIT D - PAGE 1 OF 1

EXHIBIT E

LIST OF LEASES

September 4, 2015 - 3 MacArthur

Aitken, Aitken & Cohn , F/K/A Wylie A. Aitken, Lease Agreement dated June 21, 1991, First Amendment to Lease, dated February 10, 1992, Second Amendment to Lease, dated August 24, 1994, Third Amendment to Lease, dated September 15, 1998, Fourth Amendment to Lease, dated May 21, 1999, Fifth Amendment to Lease, dated December 1, 2000, Sixth Amendment to Lease, dated July 1, 2003, Seventh Amendment to Lease, dated November 12, 2003, Eighth Amendment to Lease, dated June 10, 2008, Ninth Amendment to Lease, dated May 19, 2014

Archstone Communities LLC, a Delaware limited liability company, Lease Agreement dated February 22, 2008, Consent to Sublease between Archstone Communities and Loanleaders of America, Inc., dated July 2, 2009, Consent to Sublease and Sublease between Archstone Communities, LLC and Lendco Group, Inc., dated August 15, 2013

Chavos and Rau, Lease Agreement dated August 11, 2009, Lease Agreement dated January 29, 2015

Dealey Renton & Associates , Lease Agreement dated June 14, 2002, First Amendment to Lease, dated September 21, 2007, Second Amendment to Lease, dated December 31, 2011

GMEP Engineering Consulting, a California corporation , Lease Agreement dated December 5, 2014, First Amendment to Lease, dated January 1, 2015

Jeffry Yelland , Lease Agreement dated May 30, 1997, First Amendment to Lease, dated Oct 30, 2000, Second Amendment to Lease, dated June 30, 2003, Third Amendment to Lease, dated October 12, 2006, Fourth Amendment to Lease, dated November 1, 2007, Fifth Amendment to Lease, dated April 30, 2009, Sixth Amendment to Lease, dated April 30, 2012, Lease Agreement dated June 30, 2015

Laguna Pacific Energy Construction Services, LLC , a California limited liability company, and Eco Sun Integrated Construction LP, a California limited liability company, Lease Agreement dated June 10, 2013

Wm. Curtis Barnes, Lease Agreement dated June 6, 1997, First Amendment to Lease, dated July 27, 2000, Second Amendment to Lease, dated December 3, 2001, Third Amendment to Lease, dated July 8, 2003, Fourth Amendment to Lease, dated May 18, 2006, Fifth Amendment to Lease, dated June 2, 2009, Sixth Amendment to Lease, dated July 18, 2014, Seventh Amendment to Lease, dated August 13, 2015

EXHIBIT E - PAGE 1 OF 2

Lehman Millet West, LLC, a Delaware limited liability company , Lease Agreement dated April 11, 2011

MVE Institutional, Inc., Lease Agreement dated June 29, 2012

Pacific Union Financial LLC, a California limited liability company dba Clearvision Funding, Lease Agreement dated June 18, 2012, First Amendment to Lease, dated June 20, 2013

Planning Center, a California corporation, Lease Agreement dated May 9, 2011

Promark Financial Insurance Marketing, Inc., a California corporation, Lease Agreement dated November 11, 2003, First Amendment to Lease, dated October 15, 2004, Second Amendment to Lease, dated October 31, 2011, First Amendment to Lease: 100% stock to new owner Mike Maddy, dated November 26, 2012

Socrates Vazquez dba Vazquez Prado Insurance Services, Lease Agreement dated September 29, 2014

Tekcetera, Inc., a California corporation , Lease Agreement dated May 27, 2011

Unit Industries, Inc., a Nevada corporation, Lease Agreement dated October 23, 2012

Weneta Kosmala, Lease Agreement dated February 8, 2001, First Amendment to Lease, dated June 30, 2003, Second Amendment to Lease, dated June 16, 2006, Third Amendment to Lease, dated November 5, 2008, Fourth Amendment to Lease, dated August 1, 2011, Fifth Amendment to Lease, dated April 27, 2015

EXHIBIT E - PAGE 2 OF 2

EXHIBIT F

FORM OF GRANT DEED

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO:

GRANT DEED

THE UNDERSIGNED GRANTOR DECLARES:

Documentary transfer tax is $

(X)	computed on full value of property conveyed, or

( )	computed on full value, less value of liens and encumbrances remaining at time of sale.

Signature of Declarant

Parcel No.:

FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,

THE REALTY ASSOCIATES FUND IX, L.P., a Delaware limited partnership (“Grantor”), grants, bargains, sells and conveys to (“Grantee”), that certain real property located in the City of , County of , State of California, and more particularly described as follows (the “Property”):

See attached Exhibit A, incorporated by reference to this document.

This Deed and the conveyance hereinabove set forth is executed by Grantor and accepted by Grantee subject to (i) non-delinquent real estate taxes and general and special assessments, and (ii) all other matters of record affecting the Property.

[Signature on following page]

IN WITNESS WHEREOF, this Deed has been executed by Grantor to be effective as of the day of , 2015.

EXHIBIT F - PAGE 1 OF 3


GRANTOR:

The Realty Associates Fund IX, L.P., a Delaware limited partnership

By:	Realty Associates Fund IX LLC,
	a Massachusetts limited liability company,
	general partner

	By:	TA Realty LLC,
		its manager

		By:
		Name:
		Title:

By:	Realty Associates Fund IX Texas Corporation, a Texas corporation, general partner

	By:
	Name:
	Title:

EXHIBIT F - PAGE 2 OF 3

THE STATE OF §

COUNTY OF §

On , 2015, before me, the undersigned, a Notary Public in and for said State, personally appeared , a of TA Realty LLC, in its capacity as the manager of Realty Associates Fund IX LLC, in its capacity as general partner of THE REALTY ASSOCIATES FUND IX, L.P., a Delaware limited partnership, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

(SEAL)



		Notary Public in and for the said State

THE STATE OF §

COUNTY OF §

On , 2015, before me, the undersigned, a Notary Public in and for said State, personally appeared , a of Realty Associates Fund IX Texas Corporation, in its capacity as general partner of THE REALTY ASSOCIATES FUND IX, L.P., a Delaware limited partnership, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.


(SEAL)
		Notary Public in and for the said State

EXHIBIT F - PAGE 3 OF 3

Exhibit G

GENERAL ASSIGNMENT

THIS GENERAL ASSIGNMENT (the “Bill of Sale”) is made as of the day of , 2015 by: (i) The Realty Associates Fund IX, L.P., a Delaware limited partnership (“Seller”), and (ii) , a (“Purchaser”).

KNOW ALL MEN BY THESE PRESENTS:

Concurrently with the execution and delivery hereof, pursuant to a certain Agreement of Purchase and Sale dated , 2015 (the “Agreement”) between Seller and Purchaser, Seller is conveying to Purchaser all of Seller’s right, title and interest in and to the real property described on Exhibit A attached hereto and made a part hereof (the “Land”) and in and to the building, parking areas and other structures and improvements located on the Land (collectively, the “Improvements”) located in , California. The Land and the Improvements are hereinafter sometimes collectively referred to as the “Property.”

It is the desire of Seller to hereby sell, assign, transfer, convey, set-over and deliver to Purchaser all of Seller’s right, title and interest in and to the Assigned Property (as hereinafter defined).

1. Bill of Sale and Assignment.

Seller does hereby sell, assign, transfer, set-over and deliver unto Purchaser, its successors and assigns, subject to the limitations contained in Section 8.2 of the Agreement, all right, title and interest of Seller in and to:

a. All personal property (including equipment), if any, owned by Seller and located on the Property as of the date hereof, all inventory located on the Property on the date hereof, and all fixtures (if any) owned by Seller and located on the Property as of the date hereof (the “Personal Property”); and

b. All non-exclusive trademarks and trade names, if any, used in connection with the Property, but only to the extent that the same are not trademarks or trade names of Seller or any of Seller’s affiliated companies (collectively, the “Trade Names”);

c. Seller’s interest, if any, in and to any service, equipment, supply and maintenance contracts (the “Contracts”), guarantees, licenses, approvals, certificates, permits and warranties relating to the Property, to the extent assignable (collectively, the “Intangible Property”);

d. All leases, subleases, licenses and other occupancy agreements, together with any and all amendments, modifications or supplements thereto (the “Leases”)

EXHIBIT G - PAGE 1 OF 4

demising space in or otherwise similarly affecting or relating to the Property and all prepaid rent attributable to the period after the date hereof, and unapplied security deposits thereunder (collectively, the “Leasehold Property”); subject, however to the rights of Seller set forth in the Agreement to rents under the leases assigned hereby attributable to the period prior to the date hereof; and

TO HAVE AND TO HOLD the Personal Property, the Trade Names, the Intangible Property, the Leases and the Leasehold Property (collectively, the “Assigned Property”) unto Purchaser, its successors and assigns, forever.

2. Assumption.

Purchaser accepts the foregoing assignment and assumes and agrees to be bound by and to perform and observe all of the obligations, covenants, terms and conditions to be performed or observed under the Assigned Property arising on or after the date hereof; provided, however, that to the extent that any Contract does not constitute an Approved Existing Contract, an Approved Service Contract Amendment or an Approved New Service Contract, Purchaser shall only assume any such Contract through the effective date of the termination of such Contract pursuant to its express terms.

3. Indemnification.

Seller shall indemnify, protect, defend and hold harmless Purchaser from and against any and all claims incurred by Purchaser with respect to Seller’s breach of any of Seller’s obligations under the Leases or Contracts prior to the date hereof, but not otherwise. Purchaser shall indemnify, protect, defend and hold harmless Seller from and against any and all claims incurred by Seller with respect to Purchaser’s breach of any of Purchaser’s obligations under the Leases or Contracts from and after the date hereof, but not otherwise.

4. Limitation of Liability.

The obligations of Seller are intended to be binding only on Seller and Seller’s assets and shall not be personally binding upon, nor shall any resort be had to, the private properties of any of the partners, officers, directors, shareholders or beneficiaries of Seller, or of any partners, officers, directors, shareholders or beneficiaries of any partners of Seller, or of any of Seller’s employees or agents.

5. Exclusions from Personal Property.

It is hereby acknowledged by the parties that the Assigned Property shall not include claims relating to any real property tax refunds or rebates for periods accruing prior to the date hereof, existing insurance claims and any existing claims against tenants of the Property, which claims are hereby reserved by Seller.

6. Counterpart Copies.

EXHIBIT G - PAGE 2 OF 4

This Bill of Sale may be executed in two or more counterpart copies, all of which counterparts shall have the same force and effect as if all parties hereto had executed a single copy of this Bill of Sale.

IN WITNESS WHEREOF, the parties have caused this Bill of Sale to be executed as of the date first written above.


SELLER :

The Realty Associates Fund IX, L.P.,a Delaware limited partnership

By:	Realty Associates Fund IX LLC,
	a Massachusetts limited liability company,
	general partner

	By:	TA Realty LLC,
		its manager

		By:
		Name:
		Title:

By:	Realty Associates Fund IX Texas Corporation,
	a Texas corporation, general partner

	By:
	Name:
	Title:

EXHIBIT G - PAGE 3 OF 4


PURCHASER:


a



By:
Name:
Title:

EXHIBIT G - PAGE 4 OF 4

EXHIBIT H

NOTICE LETTER TO TENANTS

, 2015

CERTIFIED MAIL,

RETURN RECEIPT REQUESTED

Dear Tenant:

We are pleased to advise you that the building in which your premises are located at , has been sold by the realty associates Fund IX, L.P. to (the “Purchaser”) effective as of the date set forth above. Your lease agreement has been assigned to and accepted by Purchaser and Purchaser has agreed to assume all responsibility for security deposits currently held under your lease, such deposit being in the amount of $ .

All future correspondence relating to your tenancy, as well as rent checks and other charges, should be made payable and mailed to c/o .

The Purchaser looks forward to working with you in the operation of this Property.

EXHIBIT H - PAGE 1 OF 3


Very truly yours,

SELLER :

The Realty Associates Fund IX, L.P.,a Delaware limited partnership

By:		Realty Associates Fund IX LLC, a Massachusetts limited liability company, general partner

By:

TA Realty LLC,

its manager



By:

Name:

Title:

By:

Realty Associates Fund IX Texas Corporation, a Texas corporation,

general partner



By:

Name:

Title:

EXHIBIT H - PAGE 2 OF 3

PURCHASER:

By:

Name:

Title:

EXHIBIT H - PAGE 3 OF 3

Exhibit I

NON-FOREIGN ENTITY CERTIFICATE

Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by The Realty Associates Fund IX, L.P., a Delaware limited partnership (“Transferor”), the undersigned hereby certifies on behalf of Transferor:

Transferor is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations);

Transferor’s U.S. employer identification number is ; and

Transferor’s office address is:

c/o TA Realty, LLC

28 State Street, 10th Floor

Boston, Massachusetts 02109.

The Transferor is not a “disregarded entity” (as that term is defined in the Code and the Income Tax Regulations promulgated thereunder).

Transferor understands that this certification may be disclosed to the Internal Revenue Service and that any false statement made within this certification could be punished by fine, imprisonment, or both.

Under penalties of perjury the undersigned declares that he has examined this certification and that to the best of his knowledge and belief it is true, correct and complete, and the undersigned further declares that he has the authority to sign this document on behalf of the Transferor.

EXHIBIT I – PAGE 1 OF 2

Dated: , 2015


TRANSFEROR:

The Realty Associates Fund IX, L.P., a Delaware limited partnership

By:		Realty Associates Fund IX LLC,
		a Massachusetts limited liability company,
		general partner

By:

TA Realty LLC,

its manager



By:

Name:

Title:

By:

Realty Associates Fund IX Texas Corporation, a Texas corporation,

general partner



By:

Name:

Title:

EXHIBIT I – PAGE 2 OF 2

Exhibit 99.1

LOGO

Banc of California to Purchase New Corporate

Headquarters

IRVINE, Calif., (October 2, 2015) – Banc of California, N.A., a wholly owned subsidiary of Banc of California, Inc. (NYSE: BANC), today announced that it has entered into an agreement to purchase a Class-A office building located in Santa Ana, California. The purchase is expected to close in November 2015 and the Company intends to occupy the building as its corporate headquarters by transitioning personnel currently located in leased office locations across Orange County to the new location during 2016.

“The consolidation of our employees into a central location will facilitate greater collaboration across the organization and leverage operating efficiencies, while securing space to accommodate future growth and expansion” said President and Chief Executive Officer, Steven A. Sugarman.

About Banc of California, Inc.

Banc of California, Inc. (NYSE: BANC) provides comprehensive banking services to California’s diverse private businesses, entrepreneurs and homeowners. Banc of California operates over 100 offices in California and the West.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the “Safe-Harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are necessarily subject to risk and uncertainty and actual results could differ materially from those anticipated due to various factors, including those set forth from time to time in the documents filed or furnished by Banc of California, Inc. with the Securities and Exchange Commission. You should not place undue reliance on forward-looking statements and Banc of California, Inc. undertakes no obligation to update any such statements to reflect circumstances or events that occur after the date on which the forward-looking statement is made.

Source: Banc of California, Inc.


I NVESTOR R ELATIONS I NQUIRIES :		M EDIA I NQUIRIES :
Banc of California, Inc.		Vectis Strategies
Timothy Sedabres, (855) 361-2262		David Herbst, (213) 973-4113 x101

LOGO