PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (“ Agreement ”) is made as of the 31 ^st day of August, 2018 (the “ Effective Date ”), by and among Lexington Realty Trust, a Maryland real estate investment trust (“ LXP ”) and Lepercq Corporate Income Fund L.P., a Delaware limited partnership (“ LCIF” ; LXP and LCIF are collectively referred to herein as “ Seller ”), and LX JV Investor LLC, a Delaware limited liability company (“ DK ”).

RECITALS

A.    The Parties anticipate that NNN Office JV L.P., a Delaware limited partnership (the “ Partnership ”) will be formed at Closing pursuant to a limited partnership agreement (the “ Partnership Agreement ”), among LXPDK GP LLC, a Delaware limited liability company, as the general partner, and NLSAF LP1 LLC, a Delaware limited liability company, UHA LP2 LLC, a Delaware limited liability company, and DK, as limited partners. Immediately prior to Closing, Purchaser shall assign this Agreement to the Partnership pursuant to an Assignment of Purchase and Sale Agreement in substantially the form attached as Exhibit A hereto (the “ Assignment of Purchase Agreement ”).

B.    At Closing, Seller will sell or cause to be sold direct and/or indirect interests in the Owners of Properties to Purchaser as further described on Schedule 1 , subject to the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

1.1      Definitions . In addition to the terms defined in this Agreement, the following terms shall have the meanings set forth herein:

“ Access Agreement ” means that certain Second Amended and Restated Access Agreement, dated August 1, 2018 and effective as of August 6, 2018, between LXP, Owner and DKCM LP.

“ Affiliate ” shall mean, as to any specified Person, any other Person that directly or indirectly Controls, is Controlled by, or is under Common Control with such first Person.

“ Agreement ” is defined in the preamble to this Agreement.

“ Assignment of Interest ” is defined in Section 7.3(c) of this Agreement.

“ Assignment of Purchase Agreement ” is defined in the recitals of this Agreement.

“ Broker ” means, collectively, the Sale Broker and the Mortgage Broker.

“ Business Day ” means any day of the year other than Saturday, Sunday or any other day on which banks located in New York, New York generally are closed for business.

“ Charlotte Mezz Borrower ” means Lex Charlotte AXC Mezz L.P., a Delaware limited partnership.

“ Charlotte Mezz General Partner ” means Lex Charlotte AXC Mezz GP LLC, a Delaware limited liability company, the general partner of Charlotte Mezz Borrower.

“ Closing ” is defined in Section 7.2 of this Agreement.

“ Closing Date ” is defined in Section 7.2 of this Agreement.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Commitments ” is defined in Section 5.1 of this Agreement.

“ Common Control ” means that two or more Persons are Controlled by the same other Person.

“ Condominium Interest ” means, as to the Property located in Richmond, Virginia, the applicable Owner’s interest as the unit owner of the Tower Unit, as described in the Declaration, and as the declarant under the Declaration.

“ Confidentiality Agreement ” means the Principal Confidentiality Agreement, dated May, 2018 and executed on May 4, 2018 by DKCM LP.

“ Contribution Agreement ” means that certain Contribution Agreement, dated of even date herewith, between Union Hills Associates, Net Lease Strategic Assets and the Purchaser.

“ Control ” (and any reasonable variation thereof) means, when used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. The possession, directly or indirectly, by another Person of a right to approve or consent to (or otherwise restrict) certain business or affairs of the specified Person through major decision rights or similar protective approval rights shall not, in and of itself, constitute or indicate Control, nor shall a Person be deemed not to possess Control solely because another Person possesses, directly or indirectly, such major decision rights or similar protective approval rights with respect to the specified Person.

“ Declaration ” means that certain Declaration of Gateway Plaza Condominium dated August 8, 2013 and made effective October 28, 2015, recorded in the Clerk’s Office of the Circuit Court of the City of Richmond, Virginia, as Instrument Number 15-20732, together with any amendments thereto.

“ Demand ” is defined in Section 10.14(i) of this Agreement.

“ Demanding Party ” is defined in Section 10.14(i) of this Agreement.

“ Deposit ” is defined in Section 2.1(a) of this Agreement.

“ Dispute Notice ” is defined in Section 10.14(i) of this Agreement.

“ DK ” is defined in the preamble to this Agreement.

“ DKCM LP ” means Davidson Kempner Capital Management LP.

“ Endorsements ” means the following endorsements (to the extent available in the jurisdiction in which the applicable Property is located) as required by Purchaser: (i) owner’s comprehensive endorsement; (ii) location endorsement; (iii) subdivision endorsement; (iv) separate tax lot endorsement; (v) street access endorsement; (vi) survey endorsement; (vii) encroachment endorsement, if applicable; (viii) restrictions endorsement, if applicable; (ix) Fairway endorsement, if applicable; (x) non-imputation endorsement, if applicable; and (xi) such other endorsements as reasonably required by Purchaser.

“ Environmental Laws ” is defined in Section 3.1(k) of this Agreement.

“ Escrowed Title Funds ” is defined in Section 5.3(c) of this Agreement.

“ Exception Matter ” is defined in Section 3.3(a) of this Agreement.

“ Existing Lenders ” means the holders of the note(s) in respect of an Existing Loan.

“ Existing Loan ” means (i) the loan secured by a mortgage or deed of trust encumbering the Property in Charlotte, North Carolina, (ii) the loan secured by a mortgage or deed of trust encumbering the Property in Richmond, Virginia and (iii) the mezzanine loan encumbering the Interests in respect of the Property in Charlotte, North Carolina, in each case, entered into prior to the Effective Date.

“ Existing Loan Documents ” means the material documents and instruments evidencing and securing an Existing Loan (excluding any certificates or similar instruments delivered to the lender in connection with the origination of an Existing Loan that do not contain any terms of the Existing Loan, provided that the breach or violation of any such certificates or instruments could not result in an event of default under any Existing Loan), and all amendments, modifications and supplements thereto.

“ General Partner ” means each of the Persons listed on Schedule 1 hereto under the heading “General Partner.”

“ Governmental Authority ” means any federal, state, county or municipal government, or political subdivision thereof, any governmental or quasi-governmental

agency, authority, board, bureau, commission, department, instrumentality, or public body, or any court or administrative tribunal.

“ Ground Lease ” means, any ground lease pursuant to which (i) the Owner is a fee owner of such Property and ground leases such Property to a Third-Party Ground Lessee or in the case of the Real Property located in Richmond, Virginia, to an affiliated entity, or (ii) the Owner is a leasehold owner of such Property and ground leases such Property from a Third-Party Ground Lessor, and, in each case, all amendments thereto.

“ Ground Lessee ” means an Owner who is a tenant under a Ground Lease.

“ Ground Lessor ” means the applicable Owner who is the landlord under the Ground Leases encumbering portions of the Properties located in Richmond, Virginia and Charlotte, North Carolina.

“ Hazardous Materials ” is defined in Section 3.1(k) of this Agreement.

“ Indemnified Party ” is defined in Section 10.16(b) of this Agreement.

“ Independent Contract Consideration ” is defined in Section 2.1(d) of this Agreement.

“ Intangible Property ” means, as to a Property, all intangible property owned by the Owner and used in connection with the Real Property or the Personal Property including, without limitation, all of the Owner’s right, title and interest in and to all: licenses; approvals; applications and permits issued or approved by any Governmental Authority and relating to the use, operation, ownership, occupancy and/or maintenance of the Real Property or the Personal Property; utility arrangements; access agreements; indemnities; claims against third parties; warranties; surety bonds; letters of credit; plans; drawings; specifications; surveys; maps; engineering reports and other technical descriptions; books and records; insurance proceeds and condemnation awards; and all other intangible rights used in connection with or relating to the Real Property or the Personal Property, including rights, if any to current and past names of the Real Property.

“ Interest ” means a direct or indirect equity interest in an Owner, as described on Schedule 1 hereto.

“ LCIF ” is defined in the preamble to this Agreement.

“ Lease ” means, any lease or sublease of a particular Property by a Tenant in which an Owner is the landlord or sublandlord, and all amendments, modifications and/or supplements thereto, other than a Ground Lease.

“ Loan ” means the non-recourse mortgage loan to be obtained by Purchaser (on behalf of certain subsidiaries of the Partnership) to finance a portion of the Sales Price, as more particularly described in that certain term sheet, dated July 16, 2018 from Bank of America Merrill Lynch to DKCM LP.

“ Loan Documents ” means the documents to be executed by the Parties (on behalf of certain subsidiaries of the Partnership, including the Owners), as applicable, in connection with the Loan, including, without limitation, any subordination, non-disturbance and attornment agreements required by the lender under the Loan to be delivered by any Owners and Tenants.

“ LXP ” is defined in the preamble to this Agreement.

“ Management Agreement ” means those certain property management, asset management and/or construction management agreements affecting the Properties as of the Effective Date that are set forth on Schedule 2 attached hereto.

“ Material Title Exception ” is defined in Section 5.3(a) of this Agreement.

“ Mortgage Broker ” is defined in Section 10.16(a) of this Agreement.

“ OFAC ” means the United States Treasury’s Office of Foreign Assets Control, Department of the Treasury.

“ Owner ” means each of the Persons listed on Schedule 1 hereto under the heading “Owner.”

“ Owner Financial Statements ” means the balance sheets and statements of income and expenses of the Owners delivered by Seller to Purchaser prior to the Effective Date.

“ Owner Organizational Documents ” means limited partnership and limited liability company agreements governing each Owner, General Partner, Charlotte Mezz Borrower and Charlotte Mezz General Partner which have previously been delivered to Purchaser and good standing certificates with respect to each Owner, General Partner, Charlotte Mezz Borrower and Charlotte Mezz General Partner to be delivered after the Effective Date.

“ Partnership ” is defined in the Recitals to this Agreement.

“ Partnership Agreement ” is defined in the Recitals to this Agreement.

“ Party ” or “ Parties ” means, individually or collectively, as the case may be, Seller and Purchaser, and their respective permitted successors and assigns.

“ Permitted Exceptions ” mean such exceptions to title to a Property (i) that are contained in any title commitment or pro forma title policy delivered to Purchaser on or prior to the Effective Date (ii) that are not Material Title Exceptions or (iii) that Purchaser has accepted or is deemed to have accepted as provided in Section 5.3 of this Agreement.

“ Person ” means any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other legal entity.

“ Personal Property ” means, as to each Property, all tangible property owned by the Owner now or on the Closing Date and used in conjunction with the operation, maintenance, ownership and/or occupancy of the Real Property including without limitation: furniture; furnishings; art work; sculptures; paintings; office equipment and supplies; landscaping; plants; lawn equipment; and whether stored on or off the Real Property, tools and supplies, maintenance equipment, materials and supplies used in the operation of the Real Property, shelving and partitions, and any construction and finish materials and supplies not incorporated into the improvements and held for repairs and replacements thereto, wherever located.

“ Property ” means, for each property described on Schedule 1 hereto, the applicable Owner’s fee simple or leasehold interest, as applicable, in Real Property, together with such Owner’s right, title and interest in the Leases, Ground Leases, Condominium Interest, Personal Property and Intangible Property related to it, and “ Properties ” means all Property collectively.

“ Purchaser ” means (i) DK, in respect of any time prior to Closing (including, without limitation, for purposes of Purchaser’s representations and warranties set forth in Section 3.5 ) and (ii) the Partnership, in respect of any time at or after Closing.

“ Purchase and Sale Agreement II ” means that certain Purchase and Sale Agreement II, dated of even date herewith, by and among Lexington Realty Trust, a Maryland real estate investment trust, Lepercq Corporate Income Fund L.P., a Delaware limited partnership, and DK.

“ Purchaser’s Affiliates ” is defined in Section 3.3(a) of this Agreement.

“ Real Property ” means, as to each Property, the real property, together with all rights, privileges, hereditaments and interests appurtenant thereto, including, without limitation: any water and mineral rights, development rights, air rights, easements, and any and all rights of the Owner in and to any streets, alleys, passages and other rights of way; and all buildings and other improvements located on or affixed to such real property and all replacements and additions thereto.

“ Sale Broker ” is defined in Section 10.16(a) of this Agreement.

“ Sales Price ” is defined in Section 2.1 of this Agreement.

“ Seller ” is defined in the preamble to this Agreement.

“ Seller’s Affiliates ” is defined in Section 10.15 of this Agreement.

“ Seller’s Warranties ” is defined in Section 3.2 of this Agreement.

“ Service Provider Contracts ” is defined in Section 3.1(g) of this Agreement.

“ Surviving Obligations ” is defined in Section 5.3(c) of this Agreement.

“ Tenant ” means a direct tenant of the Owner of any Property pursuant to such tenant’s applicable Lease.

“ Third-Party Ground Lessee ” means the Person who is the tenant under a Ground Lease in which an Owner is the Ground Lessor.

“ Third-Party Ground Lessor ” means the Person who is the landlord under a Ground Lease in which an Owner is the Ground Lessee.

“ Title Company ” means First American Title Insurance Company, 1125 17 ^th Street, Suite 750, Denver, Colorado 80202, Attention: John V. Miller.

“ Title Exception ” is defined in Section 5.3(a) of this Agreement.

“ Title Objection Notice ” is defined in Section 5.3(a) of this Agreement.

“ Title Policy ” means an ALTA Owner’s Policy of title insurance with respect to each Property, issued by the Title Company as of Closing, in the amount of the Sales Price for the applicable Interest related to such Property, containing the Endorsements, insuring that the Owner of the Property, is the owner of fee simple title or leasehold title, as applicable, to the Property, subject only to the Permitted Exceptions.

“ Transfer Taxes ” means all transfer, documentary, sales, use, stamp, registration, mortgage, intangibles and other such taxes and fees (including any penalties and interest) incurred in connection with the transactions contemplated by this Agreement.

“ Updated Survey ” is defined in Section 5.2 of this Agreement.

“ Warranty Expiration Date ” is defined in Section 3.2 of this Agreement.

ARTICLE 2

SALES PRICE

2.1      The aggregate purchase price for the Interests is FOUR HUNDRED FOURTEEN MILLION SIX HUNDRED TWENTY NINE THOUSAND NINE HUNDRED TWENTY EIGHT AND NO/100 DOLLARS ($414,629,928.00) (the “ Sales Price ”). The allocated Sales Price for each Interest individually is as set forth in Schedule 1 attached hereto.

The Sales Price will be paid as follows:

(a) Deposit. Within two (2) business days after the Effective Date, Purchaser shall deposit in escrow with the Title Company ELEVEN MILLION NINE HUNDRED NINETY ONE THOUSAND AND NO/100 DOLLARS ($11,991,000.00) (the “ Deposit ”) to be held and released by Title Company in accordance with this Agreement, including the provisions of Section 10.14 of this Agreement. Purchaser's deposit of the Deposit with the Title Company within the prescribed time period is a condition precedent to the effectiveness of this Agreement; and, if Purchaser fails to deliver the Deposit to the Title Company within the time prescribed, this Agreement will be of no further force and effect. The Deposit shall be held in an interest-bearing account and all interest thereon shall be deemed a part of the Deposit. If the Closing as contemplated

hereunder should occur, then the Deposit will be paid by the Title Company to Seller at the Closing, and the Deposit will be credited against the Sales Price payable by Purchaser to Seller at the Closing. The Deposit will be non-refundable to Purchaser except that the Deposit will be refundable to Purchaser if this Agreement is canceled and terminated by Purchaser under Section 3.3(b) (“No Liability for Exception Matters”), Section 5.3(c) (“Title Objections”), Section 6.1 (“Obligation of Purchaser”), Section 9.1 (“Casualty”), Section 9.2 (“Condemnation”) and Section 10.1(b)(1) (“Remedies”).

(b) Existing Loans . Purchaser shall receive a credit against the Sales Price at the Closing for the outstanding principal balance of the Existing Loans. Purchaser shall not receive a credit against the Sales Price for the amount of any escrows or reserves paid by Seller and held by the Existing Lenders as of the Closing Date and Purchaser shall pay to Seller the amount of such escrows or reserves in addition to the Sales Price (and the amount held by the Existing Lenders shall continue to be held as the escrows or reserves under the Existing Loans).

(c) Balance . The balance of the Sales Price, after applying, as a partial payment of the Sales Price, the Deposit, and subject to adjustment for all credits, prorations and closing costs provided for in this Agreement, will be paid to the Title Company for payment to Seller at the Closing hereunder, in each case, by wire transfer of immediately available funds.

(d) Independent Contract Consideration . The sum of $100.00 (the “ Independent Contract Consideration ”) is a non-refundable portion of the Deposit as consideration for Purchaser’s exclusive right to inspect and purchase the Interests pursuant to this Agreement and for Seller’s execution, delivery and performance of this Agreement. Any reference in this Agreement to Purchaser receiving back the Deposit means the Title Company shall return the Deposit (less the non-refundable Independent Contract Consideration) to Purchaser and deliver the Independent Contract Consideration to Seller.

2.2      The Parties hereto acknowledge and agree that the value of the Personal Property is de minimis and that no part of the Sales Price is allocable thereto. 

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1      Representations and Warranties of Seller . Seller hereby represents and warrants as follows to the Purchaser:

(a) Due Organization . Each of Seller, General Partner, Charlotte Mezz Borrower, Charlotte Mezz General Partner and Owner has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization and is qualified to do business and in good standing in all jurisdictions where such qualification is necessary to carry on its business as now conducted.

(b) Due Authorization . Seller has the power and authority to enter into this Agreement and all documents executed by Seller which are to be delivered to Purchaser at Closing and to perform its obligations hereunder and thereunder.

(c) Due Execution and Delivery . This Agreement has been, and all documents executed by Seller which are to be delivered to Purchaser at Closing will be, duly authorized, executed and delivered by Seller, and this Agreement does not and such other documents will not violate any provision of any agreement or judicial order to which Seller is a party or to which Seller, the Interests or the Properties are subject.

(d) Conflicts; Consents . The execution and delivery of this Agreement, and the performance by Seller under this Agreement, do not and will not conflict with or result in a breach of (with or without the passage of time or notice, or both) the terms of any of Seller’s constituent documents, or any judgment, order or decree of any Governmental Authority binding on Seller, and, to Seller’s knowledge, do not breach or violate any applicable law, rule or regulation of any Governmental Authority. Subject to the consent of the Existing Lenders, the execution, delivery and performance by Seller under this Agreement will not result in a breach or violation of (with or without the passage of time or notice, or both) the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Seller, any General Partner, Charlotte Mezz Borrower, Charlotte Mezz General Partner or Owner is subject. All consents of any third parties (including, without limitation, creditors and Governmental Authorities) necessary to such Seller’s execution and delivery of this Agreement and its consummation of the transaction contemplated by this Agreement have been duly obtained prior to the Effective Date, other than the consent of the Existing Lenders.

(e) Interests . Seller holds title to each Interest free and clear of any liens, claims or other encumbrances, except as disclosed in writing to Purchaser prior to the Effective Date. Seller holds, either directly or indirectly, one hundred percent (100%) of the Interests. Other than the Existing Loans and intercompany loans (which intercompany loans shall be satisfied in full by the applicable Seller as of the Closing), Seller has not, directly or indirectly, sold, conveyed, transferred, given, pledged, mortgaged or otherwise disposed of, encumbered or granted in any manner any Interest. Other than the Existing Loans and intercompany loans (which intercompany loans shall be satisfied in full by the applicable Seller as of the Closing), and except as set forth in the Leases and Ground Leases, there are no outstanding warrants, options, rights, agreements, calls or other commitments to which Seller, Charlotte Mezz Borrower, Charlotte Mezz General Partner or any General Partner (directly or indirectly) is a party relating to or providing for the sale, conveyance, transfer, gift, pledge, mortgage or other disposition, encumbrance or granting of, or permitting any Person to acquire any Interest. Seller has the absolute right, power and capacity, to sell, assign, convey, transfer and deliver the Interests as contemplated by this Agreement, free and clear of any liens, claims or other encumbrances, other than the applicable Existing Loan. Each applicable Owner does not now own and has not at any time previously owned any assets or property other than the Property that it currently owns, and has engaged in no business other than the ownership, operation, use, management, maintenance, leasing and financing of such Property. Each applicable General Partner and Charlotte Mezz General Partner does not now own and has not at any time previously owned any assets or property other than the general partnership interest in the applicable Owner that it currently owns, and has engaged in no business other than the ownership of such general partnership interest. Charlotte Mezz Borrower does not now own and has not at any time previously owned any assets or property other than the limited liability company and limited partnership interests in the applicable Owner that it currently owns and has engaged in no

business other than the ownership of such limited liability company and limited partnership interests. Each Owner, Charlotte Mezz Borrower, Charlotte Mezz General Partner and General Partner is, and has been at all times during Seller’s ownership of such Owner, Charlotte Mezz Borrower, Charlotte Mezz General Partner and General Partner, treated as a disregarded entity from its owner for U.S. federal income tax purposes

(f) Litigation . Except as disclosed in writing to Purchaser prior to the Effective Date, there is no action, suit or proceeding, or any order, decree or judgment, at law or in equity pending or, to Seller’s knowledge, threatened against any Interests, Seller, Owner, Charlotte Mezz Borrower, Charlotte Mezz General Partner or General Partner that, if adversely determined, would have a material adverse effect on the financial condition or results of operations of any Owner, Charlotte Mezz Borrower, Charlotte Mezz General Partner or General Partner, or that challenges or impairs Seller’s ability to execute, deliver or perform under this Agreement or to assign the Interests, or to consummate the transaction as contemplated herein. Except as disclosed in writing to Purchaser prior to the Effective Date, to Seller’s knowledge, there is no action, suit or proceeding, or any order, decree or judgment, at law or in equity pending or threatened against the Properties that, if adversely determined, would have a material adverse effect on the financial condition or results of operations of the Properties, or that challenges or impairs Seller’s ability to execute, deliver or perform under this Agreement or to assign the Interests, or to consummate the transaction as contemplated herein.

(g) Leases . Seller has made available to the Purchaser true, correct and complete copies of all of the Leases affecting the Properties including all guarantees of such Leases. Other than the Leases and the Ground Leases and any matters of record as reflected in the Title Commitments, none of Seller, any General Partner, Charlotte Mezz Borrower, Charlotte Mezz General Partner or any Owner has entered into any contract or agreement with respect to the occupancy of the Property or any portion or portions thereof which will be binding on the Owners after the Closing, other than consent and recognition agreements with respect to subleases and customary agreements for utilities, cable, antennae, fiber optic and other similar service providers (collectively, the “ Service Provider Contracts ”). To the extent such Service Provider Contracts are in Seller’s actual possession, Seller has made available to Purchaser true, correct and complete copies of such Service Provider Contracts prior to the Effective Date. Except as disclosed in writing to the Purchaser prior to the Effective Date, (i) no written notice has been given or received by any Owner under such Leases with respect to any material default under the Leases that remains uncured and (ii) to Seller’s knowledge, no material default exists on the part of any Tenant under such Leases. Except as disclosed in writing to the Purchaser prior to the Effective Date, there is no free rent outstanding under any Lease, all of the Owner’s obligations to construct tenant improvements have been performed in full, all of the Owner’s obligations to reimburse Tenants for tenant improvements under the Leases and all concessions from the Owner under the Leases have been paid in full, and no leasing commissions are due under the Leases or any separate leasing commission or brokerage agreements. No Tenant has paid any base rent, additional rent or any other amount due under the Lease more than one (1) month in advance of the applicable due date, other than any security deposits (but any advance payment thereof after the Effective Date shall not constitute an Exception Matter if such payment is prorated as provided in Section 7.5 of this Agreement). Except as disclosed in writing to the Purchaser prior to the Effective Date, there are no security deposits paid by Tenants,

but any application of security deposits in accordance with the applicable Leases after the Effective Date shall not constitute an Exception Matter.

(h) Ground Leases . Seller has made available to Purchaser true, correct and complete copies of all of the Ground Leases affecting the Properties. Except as disclosed in writing to Purchaser prior to the Effective Date, no written notice has been given or received by Owner with respect to any material default under a Ground Lease that remains uncured and, to Seller’s knowledge, no material monetary default exists on the part of any Third Party Ground Lessor, Third Party Ground Lessee or Owner under such Ground Leases.

(i) Condominium Interest. Seller has made available to Purchaser true, correct and complete copies of all of the documents constituting the Condominium Interest and governing the condominium related thereto. Except as disclosed in writing to Purchaser prior to the Effective Date, no written notice has been given or received by the applicable Owner under the Declaration with respect to any material default under the Declaration or any of the other governing documents of the condominium established under the Declaration and, to Seller’s knowledge, no material monetary default exists on the part of the applicable Owner or any of the other parties under the Declaration or any of the other governing documents of the condominium established under the Declaration.

(j) Legal Compliance . Except as disclosed in writing to Purchaser prior to the Effective Date, no Seller or any Owner has received any written notice of any violation or alleged violation of any laws, rules, regulations or codes, including, without limitation, applicable zoning, subdivision, fire safety, building and other governmental laws and ordinances, with respect to any Interests or Property that (i) if not cured would have a material adverse effect on such Property or Owner’s ability to conduct its business, and (ii) remains uncured.

(k) Environmental . Except as disclosed in writing to Purchaser or disclosed in the Phase I environmental site assessments obtained by Purchaser prior to the Effective Date, (i) no Owner has received written notice from any Governmental Authority or any other Person alleging that such Owner or any portion of any Property is not in compliance with any Environmental Laws (as hereinafter defined) and (ii) no Owner or, to Seller’s knowledge, any Tenant or any other Person, including, without limitation, any management company, contractor or agent of any Owner, has used, generated, processed, stored, released, transported or disposed Hazardous Materials (as hereinafter defined) on, at or under any Property, except in material compliance with applicable Environmental Laws and except as has not resulted and could not reasonably be expected to result in any actual material liability pursuant to Environmental Laws. “ Hazardous Materials ” means inflammable explosives, radioactive materials, asbestos, asbestos–containing materials, polychlorinated biphenyls, lead, lead-based paint, radon, under and/or above ground tanks, hazardous materials, hazardous wastes, hazardous substances, mold, oil, or related materials that are listed in or regulated by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq .), the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq .), the Clean Water Act (33 U.S.C. Section 1251, et seq .), the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq .), the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq .), the Toxic Substance Control Act (15 U.S.C.

Section 2601, et seq. ), or any other applicable federal, state or local laws imposing requirements or standards of conduct related to protection of the environment, protection of natural resources or protection of human health from Hazardous Materials (collectively, “ Environmental Laws ”). The term “ Hazardous Materials ” includes petroleum, including crude oil or any fraction thereof, natural gas, natural gas liquids, liquified natural gas, or synthetic gas usable for fuel (or mixtures of natural gas or such synthetic gas), and any substance, material waste, pollutant or contaminant listed or defined as hazardous or toxic under any Environmental Law.

(l) Disclosure . To Seller’s knowledge, other than the documents delivered to Purchaser prior to the Effective Date and matters of record appearing in the Title Policy, neither the General Partners, Charlotte Mezz Borrower, Charlotte Mezz General Partner nor the Owners have any material agreements of any kind relating to the Interests or the Properties to which the General Partners, Charlotte Mezz Borrower, Charlotte Mezz General Partner or Owners would be bound after Closing and Seller has no material agreements of any kind relating to the Interests to which Purchaser would be bound after Closing, other than agreements the costs and counterparty of which shall be disclosed in the “2018 Annual Business Plan” defined in the Partnership Agreement.

(m) Existing Loans . (i) Seller has delivered true, correct and complete copies of the Existing Loan Documents to Purchaser, (ii) the payments due under or with respect to such Existing Loans are current and interest has been paid through the date set forth on the loan statements with respect to each Existing Loan disclosed in writing to Purchaser prior to the Effective Date, (iii) no notices of default have been received from the Existing Lenders with respect to any default that remains outstanding and uncured and (iv) except as disclosed to Purchaser in writing prior to the Effective Date, to Seller’s knowledge, there exists no outstanding and uncured material monetary default under the Existing Loan Documents. The outstanding principal balance of each Existing Loan as of the Effective Date and the current balance in each of the reserve or escrow accounts established under each Existing Loan as of the Effective Date are as set forth on the loan statements with respect to each Existing Loan disclosed in writing to Purchaser prior to the Effective Date. Other than the mezzanine loan encumbering the Interests in respect of the Property in Charlotte, North Carolina, each of the Existing Loans is fully funded and the applicable Owner is not entitled to receive any additional advances pursuant to the Existing Loan Documents. Other than the mezzanine loan encumbering the Interests in respect of the Property in Charlotte, North Carolina, all origination, funding or other similar fees payable to the lenders under the Existing Loan Documents have been paid in full. With respect to the mezzanine loan encumbering the Interests in respect of the Property in Charlotte, North Carolina, as of the Effective Date, Charlotte Mezz Borrower potentially is entitled to future advances in the amount of $1,000,000 in accordance with the Existing Loan Documents. No Property, other than those securing the Existing Loans and the mezzanine loan encumbering the Interest in respect of the Property in Charlotte, North Carolina, is subject to any mortgage or mezzanine financing.

(n) Anti-Terrorism . None of Seller, any General Partner, Charlotte Mezz Borrower, Charlotte Mezz General Partner or any Owner is acting, directly or indirectly for, or on behalf of, any person, group, entity or nation named by any Executive Order of the President of the United States of America (including the September 24, 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 other banned or blocked person, entity, or nation pursuant to any law that is enforced or administered by the United States Office of Foreign Assets Control, and is not engaging in this transaction, directly or indirectly, on behalf of, or instigating or facilitating this transaction, directly or indirectly, on behalf of, any such person, group, entity or nation.

(o) Management Agreements . Seller has made available to the Purchaser true, correct and complete copies of all of the Management Agreements affecting the Properties. Except as disclosed in writing to the Purchaser prior to the Effective Date, no written notice has been given or received by the applicable Owner under such Management Agreements with respect to any material default under the Management Agreements that remains uncured and, to Seller’s knowledge, no material default exists on the part of any party under such Management Agreements. All management fees and all other sums due and payable to the applicable managers under the Management Agreements have been paid in full as of the Effective Date or will be prorated between Seller and Purchaser at Closing pursuant to Section 7.5 .

(p) Employees . No Owner, General Partner, Charlotte Mezz Borrower or Charlotte Mezz General Partner has any employees.

(q) Condemnation . No Owner has received any written notice of, and, to Seller’s knowledge, there is not, any pending or threatened action by any Governmental Authority having the power of eminent domain, which could reasonably be expected to result in any part of any Property being taken by condemnation or conveyed in lieu thereof.

(r) Bankruptcy . No Seller, General Partner, Charlotte Mezz Borrower, Charlotte Mezz General Partner or Owner has made any general assignment for the benefit of creditors, become insolvent or filed a petition for voluntary bankruptcy or filed a petition or answer seeking reorganization or an arrangement or composition, extension or readjustment of its indebtedness or consented, in any creditors’ proceeding, to the appointment of a receiver or trustee of such Seller, General Partner, Charlotte Mezz Borrower, Charlotte Mezz General Partner or Owner, for the Interests or any Property or any part thereof or been named in an involuntary bankruptcy proceeding and to Seller’s knowledge, no such actions are contemplated or have been threatened.

(s) Taxes . Other than taxes required under any Lease to be paid by a Tenant, Seller has paid or caused to be paid any and all federal, state and local taxes attributable to each Owner, General Partner, Charlotte Mezz Borrower, Charlotte Mezz General Partner, the Interests and the Property that are due and payable prior to the Effective Date (taking into account applicable extensions). Seller has timely filed or caused to be filed (taking into account applicable extensions) all material tax returns required to be filed with respect to each Owner, General Partner, Charlotte Mezz Borrower, Charlotte Mezz General Partner, the Interests and the Property (or any portion thereof), and all such tax returns are true, correct, and complete in all material respects. Other than with respect to real property tax assessments described in Section 3.1(y) , none of Seller, any General Partner, Charlotte Mezz Borrower, Charlotte Mezz General Partner or Owner (i) has any knowledge of any proceeding by any Governmental Authority for the enforcement of collection

of taxes for which any General Partner, Charlotte Mezz Borrower, Charlotte Mezz General Partner or Owner is responsible, (ii) has granted any waiver of any statute of limitation with respect to, or any extension of a period for, the assessment of any taxes for which any General Partner, Charlotte Mezz Borrower, Charlotte Mezz General Partner or Owner is responsible, and (iii) has received any written notice of a special tax or assessment to be levied with respect to a General Partner, Charlotte Mezz Borrower, Charlotte Mezz General Partner or Owner (in its capacity as a partnership or limited liability company, not as an owner of real estate) or the Interests, except as disclosed in writing to Purchaser.

(t) Organizational Documents . The copies of the Owner Organizational Documents delivered to the Purchaser prior to the Effective Date are true, correct and complete copies and no amendments thereto, oral or written, have been filed, executed or made.

(u) Ownership of Property . Set forth on Schedule 1 is a list of the addresses of all Real Property owned in fee or ground leased by any Owner, subject to the Leases, Ground Leases and Permitted Exceptions, the legal descriptions of which, to Seller’s knowledge, are set forth on Exhibit A to each of the Commitments.

(v) Liabilities . As of the Closing Date, there will be no liabilities in accordance with generally accepted accounting principles of any General Partner Charlotte Mezz Borrower, Charlotte Mezz General Partner or Owner that have not been disclosed to Purchaser (i) of which Seller has actual knowledge and (ii) for which Purchaser, any General Partner, Charlotte Mezz Borrower, Charlotte Mezz General Partner or any Owner will be responsible following Closing, and as of the Closing Date, none of the Purchaser, any General Partner, Charlotte Mezz Borrower, Charlotte Mezz General Partner or any Owner will be a debtor under any financing, other than the Existing Loans, the Loan and trade payables incurred in the ordinary course of business.

(w) Owner Financial Statements . The Owner Financial Statements referred to herein are current, correct and complete in all material respects, fairly present the financial condition and assets of each Owner as of June 30, 2018, and no other liabilities are required by generally accepted accounting principles to be disclosed thereunder.

(x) Not a Foreign Person . None of Seller, any General Partner, Charlotte Mezz Borrower, Charlotte Mezz General Partner or any Owner is a “foreign person” which would subject Purchaser to the withholding tax provisions of Section 1445 or Section 1446(f) of the Code.

(y) Proposed Assessments . Other than as disclosed in writing to Purchaser prior to the Effective Date, no Owner has received any written notice of any assessments proposed to be assessed against any Property by any Governmental Authority for public or private improvements for which such Owner would be, in whole or in part (as opposed to any Tenant, Third Party Ground Lessor, Third Party Ground Lessee or any third party subject to the Declaration being solely), liable after the Closing Date.

(z) Licenses . Seller has made available to Purchaser true, correct and complete copies of all material licenses and permits issued to the Owners and in Seller’s actual possession.

The Parties agree that any reference in this Agreement to (y) receipt of written notice by Seller, or words of similar import, means the actual receipt by Seller of the notice (but not including receipt by email unless email is a form of acceptable notice under the notice provisions of the applicable document in question), but shall not mean receipt by any Person whose actions may be imputed to Seller, including, without limitation any manager under a Management Agreement and (z) true, correct and complete copies shall mean only that the applicable documents provided to Purchaser are the same documents as in Seller’s files.

3.2      Enforcement . The representations and warranties set forth in Section 3.1 (“ Seller’s Warranties ”) will be void, ab initio , and will lapse and terminate if this Agreement terminates or is terminated, except if this Agreement is subsequently reinstated by mutual agreement of the Parties or if Seller exercises any applicable right hereunder to nullify a termination by Purchaser. The Seller’s Warranties shall be deemed to be remade at Closing, subject to any Exception Matter, as described in Section 3.3 below. If the Closing occurs, Seller’s Warranties will survive the Closing hereunder, for the benefit of the Purchaser for a period ending at 5:00 p.m. New York time on the date that is nine (9) months after the Closing Date (the “ Warranty Expiration Date ”). No claim for a breach of any Seller’s Warranties, or the failure or default of a covenant or agreement of Seller that survives Closing, shall be actionable or payable unless the valid claims for all such breaches collectively aggregate more than FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) (but in the event Purchaser’s claims exceed such amount, Seller shall be responsible for the entire amount of such claims and not just the excess amounts above such threshold, subject to Section 10.17 ); provided, that, such minimum amount shall not apply with respect to any claims made by Purchaser pursuant to Sections 7.4 , 7.5 , or 10.16 of this Agreement. To the extent a claim for a breach of any Seller’s Warranties relates to matters covered by the Title Policies, Purchaser shall first exhaust all of its remedies against the Title Company under such Title Policies before it may bring an action against Seller for such breach of Seller’s Warranties; provided, however, if Purchaser has given notice to Seller of any such claim prior to the Warranty Expiration Date, Purchaser’s time to commence an action against Seller shall be tolled until a final, non-appealable judgement shall have been issued in Purchaser’s action against the Title Company or such action shall have been settled by the parties thereto. Any amounts recovered by Purchaser from any Title Policies shall offset any damages to which Purchaser may be entitled as a result of a breach of any applicable Seller’s Warranties, subject to the provisions of this Section 3.2 and Section 10.17 of this Agreement. Seller will not be liable or responsible in any circumstances for any special, incidental, exemplary, indirect or consequential damages or lost profits, and the Purchaser hereby releases and waives all claims for special, incidental, exemplary, indirect and consequential damages and lost profits. If, on or prior to the Warranty Expiration Date, the Purchaser has not notified Seller, in writing, of any claim the Purchaser has against Seller for breach of any of Seller’s Warranties and, within thirty (30) days after the Warranty Expiration Date, commenced an action against Seller, Purchaser will be forever barred and precluded from making a claim based upon any breach of the Seller’s Warranties, and Seller will be deemed released from all liabilities and obligations with respect thereto.