1.

Sale and Purchase. Subject to the terms and conditions set forth below, Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase from Seller the Property described below. The Property shall consist of all of the following:

(i)

all that certain real property situated at 750 Ridder Park Drive and 1611 Schallenberger Road, San Jose, Santa Clara County, California, commonly referred to as Assessor’s Parcel Numbers 237-05-016, 237-05-036 and 237-05-039, containing approximately 35.68 acres of land, more or less, and as more fully described on Exhibit A attached hereto and incorporated herein (the “ Land ”);

(ii)

the interest of Seller, if any, in all rights, privileges and easements appurtenant to the Land, including, without limitation, all minerals and oil, gas and other hydrocarbon substances on and under the Land (excepting therefrom the hazardous materials and substances referred to in the Subsurface Materials to be cleaned up and remediated by Seller pursuant to the provisions of Section 8.2.1 below); development rights, rights of way; and all other appurtenances used in connection with the beneficial use and enjoyment of the Land (all of which are collectively referred to as the “ Appurtenances ”);

(iii)

all buildings (“ Buildings ”) and all structures and improvements situated on the Land (“ Improvements ”), together with the interest of Seller in all fixtures (except as otherwise provided in Section 1(iv) below) located therein or used in connection with the operation or occupancy thereof, including, without limitation, the HVAC, plumbing, electrical, sprinkler and fire/life safety systems servicing or comprising part of any Buildings and/or Improvements, and cooling system and fire bump booster, along with the diesel tanks and related piping and facilities associated with the fuel station located on the Land, and the truck washing station adjacent thereto. The Land, Appurtenances, Buildings and Improvements are collectively referred to herein as the “ Real Property ”).

(iv)

the interest of Seller in the following items of personal property, fixtures and equipment located on the Real Property: (A) one (1) hydraulic waste compactor and bin located at the northern-most area of the dock (it being understood that the other seven waste compactors shall be removed by Seller, at Seller’s sole cost, from the Property on or before December 2, 2013, (B) one McGraw Edison Onan 250 Gen Set, Model No.: 250.ODFM-17R/270M; Serial Number H840722313), (C) UPS system and battery backups (Mitsubishi 9800 A Series UPS with battery backup) located in 3 ^rd Floor UPS Room), (D) PDU-1 and PDU-2 Liebert units in server or computer room on 2 ^nd Floor of Building, (E) fire alarm system (Fire Alarm Control Panel Room – 2 ^nd Floor of Building), (F) fire extinguishers, (G) all non-equipment voice, data and network cabling (it being understood and agreed that Seller will not cut or sever any wires or cables when it disconnects the cabling from Seller’s servers), (H) shrink wrap machines in packaging warehouse portion of the Real Property (collectively, the “ Equipment ”); provided, however, the term “Equipment” shall not include any personal property, furniture, furnishings, trade fixtures or equipment of Seller unless expressly included in Section 1(iii) above or included in clauses (A) – (H) of this Section 1(iv) above and the terms “Real Property”, “Improvements” and “Equipment” shall not include any of the items referred to on Schedule 1 attached hereto, which items referred to on such Schedule 1 shall be removed, or caused to be removed, from the Property by Seller, at Seller’s sole cost and expense, on or before the expiration or earlier termination of the Lease described in Section 4 (except that the materials and equipment stored on certain portions of the Real Property by Bay Cities pursuant to the License Agreement referred to in Section 8.1 below shall be removed, or caused to be removed, by Seller at no cost to Buyer, not later than the Closing Date, as defined below). In connection with the removal of the printing presses referred to on Schedule 1 attached hereto, Seller shall construct a pathway through a portion of the warehouse in which such printing presses are located leading to the roll up doors to accommodate the removal of the printing presses and such pathway shall be in the location identified on Schedule 1A attached hereto;

(v)

the interest of Seller, if any, to the extent transferable, in (A) governmental approvals, licenses, permits, entitlements and development rights relating to the use and operation of the Real Property, or applicable portion thereof, including without limitation permits and approvals associated with the operation of the fuel station located on the Land, (B)warranties and guaranties received by Seller from any contractors, subcontractors, suppliers or materialmen in connection with the construction, repairs or alteration of the Equipment, Buildings and/or Improvements, or applicable part thereof, (C) all claims and indemnity and/or contribution rights related to or affecting the Real Property, Buildings, Improvements and/or Equipment and (D) all plans, drawings and specifications for the Buildings and Improvements, and all architectural, structural, mechanical, electrical, and landscaping plans and specifications, surveys and engineering studies and reports relating to the Real Property and/or Buildings, Improvements and/or Equipment, or applicable part thereof; and

(vi)

the interest of Seller in and under that certain Communications Site Lease Agreement dated as of May 8, 1996, originally by and between San Jose Mercury News, Inc., as Lessor, and Pacific Bell Mobile Services (now T-Mobile), as Lessee (the “ Cell Tower Lease ”).

2.

Purchase Price. The purchase price to be paid by Buyer to Seller for the Property shall be THIRTY MILLION FIVE HUNDRED THOUSAND DOLLARS ($30,500,000.00) (“ Purchase Price ”).

2.1.

Not later than three (3) business days following the execution of this Agreement by Seller and Buyer and the opening of Escrow (as defined in Section 2.4, below), Buyer shall deposit One Million Dollars ($1,000,000.00) (“ Deposit ”) into the Escrow, which shall be held by Fidelity National Title Company, 2099 Gateway Place, Suite 100, San Jose, CA 95110, Attn: Melissa Tousley (“ Escrow Agent ” and “ Title Company ”).

2.2.

Upon the expiration of the Inspection Period (as defined in Section 7.1) , below), and provided this Agreement is not terminated or deemed terminated in accordance with the terms of Section 7.5 on or before the expiration of the Inspection Period, and Seller is not otherwise in default under this Agreement, the Deposit shall become non-refundable to Buyer in the event of its material default under this Agreement and failure to cure such material default within two (2)two (2) business days following Buyer’s receipt from Seller of written notice of such default. In the event this Agreement terminates prior to the Closing hereunder for any reason other than due to a material default by Buyer, then the Deposit (less the Independent Contract Consideration referred to below) shall be promptly returned to Buyer.

2.3.

The Deposit shall be credited to Buyer at Closing (as defined in Section 3.1) and will become part of the Purchase Price. In the event of default hereunder by Buyer or Seller, the Deposit shall be applied as provided herein. Buyer's timely delivery of the Deposit to Escrow Agent, as prescribed in this Section 2 , is a condition precedent to the effectiveness of this Agreement and Seller's obligations hereunder.

2.4.

At the Closing, the balance of the Purchase Price for the Property shall be paid to and received by Seller (less Seller’s share of closing costs and prorations as provided below) through the escrow (“Escrow”) opened by the Escrow Agent in connection with this Agreement.

3.

Closing and Closing Costs .

3.1.

The closing and settlement of this transaction (“ Closing ”) shall occur on Friday, October 18, 2013 or an earlier date mutually agreed to by the parties (“ Closing Date ”). Closing shall be held by Escrow through the Escrow Agent. The parties acknowledge and agree that time is of the essence in the performance of their obligations and Closing hereunder.

3.2.

Notwithstanding anything to the contrary set forth herein, Buyer acknowledges that this Agreement does not contain any financing contingency, either expressed or implied, and neither this Agreement nor any of its terms or Buyer's obligations hereunder shall be subject to or conditioned upon Buyer's ability to obtain a mortgage, other financing or a commitment for its acquisition of the Property.

3.3.

Seller shall pay one hundred percent (100%) of the County documentary transfer taxes incurred in connection with the conveyance of the Real Property by Seller to Buyer. Buyer and Seller shall each pay one-half of the City of San Jose transfer or conveyance taxes incurred in connection with the conveyance of the Real Property by Seller to Buyer. Seller shall pay one hundred percent (100%) of the escrow fees of Escrow Agent. Seller shall pay for the cost of a standard CLTA policy of title insurance and recording fees for the grant deed. Buyer shall pay the incremental increase in cost associated with any ALTA extended coverage policy of title insurance, if obtained by Buyer as of the Closing, and the cost of title endorsements requested by Buyer. Each party shall pay its own attorney's fees except as provided in Section 24 below. Any other costs or charges shall be allocated in accordance with the closing customs for Santa Clara County as determined by Title Company.

4.

Leaseback. At Closing, Seller, as tenant, shall lease back the Property from Buyer, as landlord (“ Leaseback ”) pursuant to a definitive lease agreement substantially identical to the lease form attached hereto as Exhibit B (“ Lease ”). The parties shall execute the Lease, which shall be made effective as of the Closing Date, on or before the expiration of the Inspection Period and shall deliver two (2) fully executed originals of the Lease to Escrow Agent to be held in Escrow pending the Closing. The Lease shall only be effective in the event escrow closes hereunder.

5.

Closing Deliveries.

5.1.

By Seller. No later than 1:00 P.M. California time on the date that is two (2) Business Days prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items, duly executed, and where appropriate, acknowledged:

5.1.1.

A grant deed for the Property in the form attached hereto as Exhibit C (" Deed ") for recordation at Closing. The amount of the documentary transfer tax and City conveyance tax shall not be affixed on the face of the Deed.

5.1.2.

A certificate in the form attached hereto as Exhibit D (" FIRPTA Affidavit ") stating that Seller is not a "foreign person" as defined in the Federal Foreign Investment in Real Property Tax Act of 1980.

5.1.3.

Two (2) original counterparts of the Lease duly executed by Seller as tenant thereunder. A fully executed original of the Lease shall be delivered to Buyer at Closing.

5.1.4.

A duly executed California Form 593-C or other evidence sufficient to establish that Buyer is not required to withhold any portion of the Purchase Price from Seller pursuant to the California Revenue and Taxation Code (" 593-C ").

5.1.5.

Two (2) original counterparts of an Assignment of Warranties, Service Contracts and Intangible Property in the form attached hereto as Exhibit E executed by Seller (the “ Assignment of Warranties ”). A fully executed original of the Assignment of Warranties shall be delivered to Buyer at Closing.

5.1.6.

Two (2) original counterparts of an Assignment and Assumption of Cell Tower Lease in the form attached hereto as Exhibit F executed by Seller (the “ Assignment of Cell Tower Lease ”). A fully executed original of the Assignment of Cell Tower Lease shall be delivered to Buyer at Closing.

5.1.7.

With respect to the tenant under the Cell Tower Lease, a duly executed original of a notice in the form of Exhibit G attached hereto (the “ Notice to Cell Tower Tenant ”) which Seller shall send or deliver to such tenant at Close of Escrow, informing such tenant of the sale of the Property and of the assignment to Buyer of Seller’s interest in the Cell Tower Lease and directing that all rent and other sums payable under the Cell Tower Lease after the Close of Escrow shall be paid as set forth in the notice.

5.1.8.

A Bill of Sale in the form attached hereto as Exhibit H executed by Seller (the “ Bill of Sale ”). The original Bill of Sale shall be delivered to Buyer at Closing.

5.1.9.

A settlement statement (the " Settlement Statement "), signed by Seller, which may be delivered to Escrow Agent via facsimile or e-mail at Closing, setting forth prorations, taxes and other monies to be paid by each party at Closing, prepared by Escrow Agent in form and substance satisfactory to the parties hereto.

5.1.10.

Such other instruments, agreements or other documents as may be necessary in order to effectuate any of the provisions of this Agreement, or as reasonably requested by Title Company to consummate the transactions contemplated herein, or to conform to any of the provisions of this Agreement (including, without limitation, the Title Company’s customary owner’s affidavit necessary for the issuance of the Title Policy (as defined below) to Buyer) reasonably necessary or advisable to effect the valid consummation of the transaction evidenced by this Agreement .

5.2.

By Buyer. Not later than 1:00 P.M. California time on the date that is one (1) Business Day prior to the Closing Date (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2(b) above), Buyer shall deliver to Escrow Agent (for disbursement to Seller upon the Closing) the following items:

5.2.1.

The Purchase Price in the manner described in Section 2 hereof, and Buyer's share of all Closing costs and prorations.

5.2.2.

Two (2) original counterparts of the Lease duly executed by Buyer as landlord thereunder.

5.2.3.

Two (2) original counterparts of the Assignment of Warranties duly executed by Buyer.

5.2.4.

Two (2) original counterparts of the Assignment of Cell Tower Lease duly executed by Buyer.

5.2.5.

A counterpart of the Settlement Statement, signed by Buyer, which may be delivered to Escrow Agent via facsimile or e-mail at Closing.

5.2.6.

A Preliminary Change In Ownership Report (" PCOR ") in the form required by Santa Clara County.

5.2.7.

Such other instruments, agreements or other documents as may be necessary in order to effectuate any of the provisions of this Agreement, or as reasonably requested by the Title Company to consummate the transactions contemplated herein, or to confirm any of the provisions of this Agreement.

6.

Condition of Title

6.1.

At Closing, Seller shall convey and transfer to Buyer such title to the Property as will enable the Title Company to issue to Buyer, at Seller's expense, a standard CLTA Owner's Policy of Title Insurance covering the Property (the " Title Policy” ), in the full amount of the Purchase Price, subject only to the Permitted Exceptions (as hereinafter defined).

6.2.

Within three (3) Business Days of the Effective Date, Seller shall, at its sole cost and expense, order a current title commitment and copies of all exceptions referred to therein (collectively, “ Title Report ") from Title Company. Buyer shall examine the Title Report and the exceptions to title listed therein, as well as all underlying title documents, and any survey that Buyer elects to obtain, at Buyer’s expense, with respect to the Real Property (" Survey "), and shall, no later than Friday, September 20, 2013, notify Seller in writing (" Title Objection Notice ") of any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property which is shown on a Survey, and of any exceptions which appear in the Title Report (other than the Permitted Exceptions, as defined below) that are unacceptable to Buyer in its sole and absolute discretion (collectively, " Title Objections "), and Buyer shall state in the Title Objection Notice which, if any, of the objectionable matters may be cured by Seller obtaining, at Seller's expense, an endorsement to Buyer's Title Policy issued at Closing, and any lender's title insurance policy issued to Buyer's lender at Closing, deleting such matter as an exception from the policy. Except as otherwise agreed by Seller pursuant to the provisions of this Agreement, Seller shall have no obligations to take any steps, or to bring any action or proceeding, or to otherwise incur any effort or expense whatsoever to

6.3.

If Buyer properly delivers a Title Objection Notice as set forth in Section 6.2 above, and Seller does not provide Buyer with written notice of its election to cause all the Buyer's Title Objections to be removed from title to the Property within five (5) business days of Seller's receipt of the Title Objection Notice (the " Objection Cure Period "), then it then it shall be deemed that Seller has elected to not cause all Buyer's Title Objections to be removed from title, except that, in all events, Seller shall remove at Seller's expense all Monetary Liens at or prior to Closing and Seller shall terminate, or cause to be terminated, all leases and third party occupancy agreements (other than the Cell Tower Lease) affecting the Property, or applicable portion thereof, and cause all tenants, if any, other than the tenant under the Cell Tower Lease, to vacate the Property prior to the Closing hereunder. If Seller does not elect, or is deemed to have not elected to remove all the Buyer's Title Objections (other than Monetary Liens, which will be removed by Seller in all events) from title to the Property, then Buyer may either (i) waive its disapproval of any exception Seller has not agreed to eliminate and proceed to Closing in accordance with the terms and conditions of this Agreement without any reduction in the Purchase Price, or (ii) as its sole and exclusive remedy, terminate this Agreement by delivering written notice thereof in writing to Seller on or before the expiration of the Inspection Period, in which event, the Deposit then on hand with the Escrow Agent will

6.4.

The term " Permitted Exception " means (i) items (other than Monetary Liens) reflected in the Title Report and (a) not objected to by Buyer or (b) waived in writing or deemed waived by Buyer in accordance with Sections 6.2 and 6.3 , including any easements, rights of way, encroachments, conflicts, discrepancies, overlapping of improvements, protrusions, liens or encumbrances (other than Monetary Liens), restrictions, conditions, covenants, exceptions or other matters with respect to the Property shown on the Title Report or Survey, if any, objected to by Buyer but which Seller has not elected to eliminate and have been waived in writing or deemed waived by Buyer in accordance with Sections 6.2 and 6.3 ; (ii) the Title Company's standard printed conditions, exceptions and exclusions (other than exceptions relating to parties in possession [other than pursuant to the Cell Tower Lease delivered to Buyer as part of the Property Information and for the Lease to be entered into between Seller and Buyer] and claims to mechanics and/or materialmen liens arising from work performed at the Property other than by or for Buyer); (iii) liens for real property taxes and assessments not then delinquent (subject to Seller’s obligation to pay such taxes and assessments allocable to the period prior to the Closing hereunder and following the Closing to the extent expressly provided in the Lease); (iv) the Cell Tower Lease) and (v) any matters affecting the condition of title to the Property created by or with the written consent of Buyer, or which otherwise arise from, or are unable to be removed due to, the acts or omissions of a Buyer or its employees, agents, affiliates, consultants, contractors, brokers, investigators or advisors.

6.5.

Nothing contained herein shall be construed as a representation by Seller of the state
of title to the Property. Any attempt by Seller to cure a Title Objection shall not be construed as an admission by Seller that such objection is a timely title objection under this Agreement. The parties agree that, without limiting any other provisions of this Agreement, including, without limitation, the Deed, Seller makes no express or implied warranties regarding the condition of title to the Property.

6.6.

If any new or additional items appear of record after the date of the Title Report, the Title Company shall deliver to Buyer a supplemental title report, including copies of all instruments reflected as exceptions in the supplemental title report (collectively, the “ Supplemental Report ”). Thereafter, the Parties shall comply with the provisions of Sections 6.2 and 6.3 , above, except that the time to give a Title Objection Notice for any Supplemental Report shall be three (3) business days after Buyer receives the Supplemental Report and copies of all Exceptions therein, the Objection Cure Period shall be three (3) business days, and Buyer shall have three (3) business days after the Objection Cure Period to notify Seller of its election, if applicable, to waive those new Exceptions to which Buyer has objected and which Seller has not agreed to remove. If necessary, the Closing shall be extended to give each Party the full benefit of such election and decision times.

7.

Inspection Period.

7.1.

Buyer shall have a period commencing on the Effective Date and ending at 5:00 P.M. California time on Monday, September 30, 2013 (the " Inspection Period ") and thereafter prior to the Closing or earlier termination of this Agreement within which to inspect the physical condition of the Property and make such non-invasive engineering, surveys, tests, and market, environmental and other studies as Buyer may elect, including a Phase I environmental site investigation. Any environmental and property condition report conducted by Buyer shall be prepared for and shall name as reliance parties Buyer, Seller, and Seller's designated affiliates, and shall constitute part of the Property Information (as defined below). Buyer shall conduct such inspections and studies at its sole cost and risk. Buyer shall provide Seller with twenty-four (24) hours' advance notice (written or email) that it or its agents, consultants and/or contractors desire to conduct such inspections and studies on the Property. Seller shall have a right to be present on the Property during Buyer's inspection of the Property.

7.2.

Within two (2) Business Days following the Effective Date, Seller shall deliver to Buyer or make reasonably available to Buyer at the Property for inspecting and photocopying, copies of the following (the “ Property Information ”):

7.2.1.

all environmental reports and soil, groundwater and geotechnical reports, studies and analyses, including, without limitation (a) the Phase 1 report, (b) the Phase II Environmental Site Assessment by Versar and the letter re cost estimates, both dated August 8, 2013 (collectively, the “Subsurface Materials”), (c) the Pre-Demolition Hazardous Materials Survey dated August 7, 2013 and the letter re cost estimates dated August 8, 2013, related solely to the above-ground Hazardous Materials Survey matters referred to therein, such as asbestos, lead based paint and light ballasts (the documents referred to in this clause (c) being collectively, the “Haz Mat Survey”), (d) all no further action letters in Seller’s possession or control; and (e) all documentation in Seller’s possession or control concerning underground storage tank closures.

7.2.2.

lease files, including the Cell Tower Lease with T-Mobile, and rent rolls.

7.2.3.

all agreements or other obligations to which Seller is party for the rendering of operating, maintenance and/or repair services at the Property, or applicable portion thereof, including copies of all, equipment, service, security, and maintenance contracts (collectively, " Service Contracts "); it being understood and agreed that, prior to the expiration of the Inspection Period, Buyer shall notify Seller in writing which Service Contracts, if any, Buyer agrees to assume as of the Close of Escrow and all other Service Contracts shall be terminated by Seller effective as of the expiration or earlier termination of the Lease to be entered into between Buyer, as landlord, and Seller, as tenant.

7.3.

In connection with its inspections, Buyer shall keep the Property free and clear of any liens and will indemnify, defend, and hold Seller Parties (as defined below) harmless from all Claims (as defined below) asserted by third parties against any Seller Parties or otherwise incurred by any Seller Parties as a result of Buyer's entry onto or testing of the Property by Buyer, its agents, employees or contractors. The foregoing indemnity, defense and hold harmless obligation does not apply to (x) any Claims to the extent arising from or related to the negligence or willful misconduct of Seller or any of the other Seller Parties, (y) any diminution in value of the Property or any other loss,

7.4.

With respect to the performance of any environmental tests or studies of the Property involving sampling, testing or analyzing samples of air, water or soil and the performance of any engineering tests or studies (collectively, the " Property Tests "): (i) such tests shall be performed by a licensed (to the extent a license is required), insured, and reasonably competent consultant (or consultants); and (ii) Buyer shall not conduct or allow any physically intrusive testing of, on or under the Property (including, by way of example and not limitation, a Phase II environmental site investigation) without first obtaining Seller's consent, such consent not to be unreasonably withheld, conditioned or delayed; it being understood and agreed that if Buyer’s environmental consultant shall recommend any Phase II environmental site investigation or invasive testing, then Seller shall allow the same subject to such reasonable conditions as Seller may impose on such Phase II investigations or invasive tests. Prior to Buyer or any of its representatives entering onto the Property to conduct any tests, Buyer shall obtain and maintain or cause each of its contractors and consultants to maintain (and shall deliver to Seller evidence thereof including Certificates of Insurance and endorsements evidencing additional insured status) general liability insurance, from an insurer reasonably acceptable to Seller, in the amount of ONE MILLION AND 00/100 DOLLARS ($1,000,000.00) combined single limit for personal injury and property damage per occurrence, such policies to name Seller and such other affiliates or subsidiaries of Seller as may be designated in writing by Seller as an additional insured party, not to exceed two (2) additional parties, which insurance shall (i) cover the liability assumed by Buyer under this Agreement, including, but not limited to, Buyer's indemnification obligations hereunder, (ii) be issued by an insurance company having a rating of not less than A-VII in Best's Insurance Guide and which is licensed to do business in the State of California, (iii) be primary insurance as to all claims thereunder and provide that any insurance carried by Seller or any other Seller Party is excess and is non-contributing with any insurance carried by Buyer or any other Buyer Party, and (iv) contain a cross-liability

7.5.

Except for reasons pertaining to the condition of title of the Property, which shall be governed by Section 6 above, if Buyer is not satisfied for any or no reason with the Property, in Buyer's sole and absolute discretion, Buyer may elect to terminate this Agreement by giving written notice to Seller on or before the expiration of the Inspection Period. If Buyer timely terminates this Agreement or Buyer fails to deliver to Seller its Notice to Proceed (as defined below) on or before the expiration of the Inspection Period, then this Agreement shall terminate, the Deposit then on hand with Escrow Agent (less the Independent Contract Consideration) shall be immediately returned to Buyer, less Buyer's share, if any, of any cancellation fees and charges imposed by Escrow Agent, without further instruction and neither party shall have any further liability or obligations hereunder, except for those obligations expressly stated to survive the termination of this Agreement. If, prior to the expiration of the Inspection Period, Buyer delivers written notice to Seller that Buyer approves the feasibility of Property and elects to proceed with the purchase transaction described herein in accordance with the terms and conditions of this Agreement (“Notice to Proceed”), Buyer's right to terminate under this Section 7.5 shall be permanently waived and this Agreement shall remain in full force and effect, the Deposit shall be non-refundable to Buyer in the event of Buyer’s material default under this Agreement and failure to cure such material default within five (5) business days following Buyer’s receipt of written notice of such material default from Seller , and Buyer's obligation to purchase the Property shall be non-contingent and unconditional except only for satisfaction of the conditions expressly stated in Section 6 or 12 .

7.6.

As used herein, " Seller Parties " shall mean collectively, Seller, each and
all of its officers, directors, employees, shareholders, affiliates, subsidiaries, principals, parents, trustees, attorneys, joint venturers, related parties and entities, contractors and agents, each and all of the predecessors, legal representatives, heirs, successors and assigns of any of the foregoing and their respective subsidiaries, parents, affiliates, joint venturers, directors, officers, members, principals, investors, shareholders, trustees, designees, lenders, beneficiaries, employees, agents, brokers, property managers, asset

7.7.

As used herein, " Claims " shall mean any and all actual or threatened claims, detriments, rights, remediation, counterclaims, liens, controversies, obligations, agreements, executions, debts, covenants, promises, suits, causes of action, actions, demands, liabilities, losses, damages, assessments, judgments, fines, penalties, threats, sums of money, accounts, costs, expenses, known or unknown, direct or indirect, at law or in equity (including, without limitation, reasonable attorneys' fees and other professional fees of attorneys and professionals selected by the protected party), whether incurred in connection with an investigation, non-judicial, quasi-judicial, judicial, mediative, arbitrative, or administrative actions or proceedings or otherwise (including pretrial, trial, appellate, administrative, bankruptcy or insolvency proceedings) or in settlement or in any other proceeding and whether or not suit was filed thereon. Notwithstanding the foregoing, in no event shall "Claims" include any of the foregoing that relate to or arise from any environmental act, omission, event or condition at, on, under or about the Property prior to Closing (collectively, a " Pre-Closing Environmental Claim ,” except for such matters that are the result of contamination negligently caused (as opposed to merely discovered) by Buyer or Buyer's employees, agents, representatives or contractors).

8.

Condition of the Property; "AS-IS"; Buyer's Releases .

8.1.

Personal Property, Fixtures, and Equipment. Not later than the expiration or earlier termination of the Lease referenced in Section 4 (or earlier as expressly provided in this Section 8.1 below), Seller shall, at its sole cost and expense, remove, or cause to be removed, from the Property all personal property, furniture, furnishings, trade fixtures and equipment referred to on Schedule 1 attached hereto (and not including any building systems or Equipment described in Section 1(iii) or clauses (A) – (H) of Section 1(iv) above that are to remain at the Property); provided, however, that the materials and equipment stored on certain portions of the Real Property by Bay Cities (defined below) pursuant to the License Agreement referred to in the next paragraph shall be removed, or caused to be removed, by Seller at no cost to Buyer, not later than the Closing Date. Seller agrees that at such time as the printing presses are removed from the Building (which extend down to the first floor of the Building), the cavity or hole remaining after such removal will be placed in a safe condition with appropriate safety measures to assure that no person(s) are exposed to risk of falling into such cavity or hole; such safety measures shall comply with all applicable OSHA standards. In addition, Seller agrees that at such time as the reel equipment on the first floor of the Building are removed from the Building, the cavity or hole in the floor remaining after such removal will be placed in a safe condition with appropriate safety measures to assure that no person(s) are exposed to risk of falling into such cavity or hole; such safety measures shall comply with all applicable OSHA standards. Seller shall restore any non-cosmetic damage to the Buildings caused by the removal of the items referred to above (expressly

8.2.

Environmental Conditions.

8.3.

"AS-IS" Purchase. EXCEPT AS MAY BE EXPRESSLY PROVIDED IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, (i) THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS-IS" AND "WITH ALL FAULTS" BASIS, AND (ii) SELLER HAS NO OBLIGATIONS TO MAKE ANY REPAIRS, REPLACEMENTS OR IMPROVEMENTS. EXCEPT AS MAY BE EXPRESSLY PROVIDED IN THIS AGREEMENT, BUYER AGREES THAT IT WILL ACCEPT THE PROPERTY FROM AND AFTER CLOSING, IN ITS THEN

8.4.

Assumption and Release.

8.4.1.

FROM AND AFTER CLOSING, BUYER, ON BEHALF OF BUYER AND BUYER'S HEIRS, PERSONAL REPRESENTATIVES, OWNERS, MEMBERS, REPRESENTATIVES, PARTNERS, INVESTORS, EMPLOYEES, AGENTS AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, INCLUDING BUYER, THE " BUYER PARTIES "), TO THE MAXIMUM EXTENT PERMITTED BY LAW WAIVES, RELEASES, REMISES, ACQUITS, AND FOREVER DISCHARGES SELLER PARTIES OF AND FROM ANY AND ALL CLAIMS OF WHATEVER KIND AND NATURE, IN LAW OR IN EQUITY, KNOWN OR UNKNOWN, WHICH ANY BUYER PARTY EVER HAD, NOW HAS, HEREAFTER CAN, SHALL OR MAY HAVE OR ACQUIRE OR POSSESS, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH, (I) ANY SELLER PARTY'S USE, MAINTENANCE, OWNERSHIP, OR OPERATION OF THE PROPERTY PRIOR TO CLOSING, OR (II) THE PHYSICAL, ECONOMIC, OR LEGAL CONDITION OF THE PROPERTY, AND ALL OTHER TITLE OR DUE DILIGENCE MATTERS DESCRIBED HEREIN. ADDITIONALLY, UPON CLOSING BUYER ASSUMES THE RISK OF ALL ADVERSE MATTERS WITH RESPECT TO THE PROPERTY, INCLUDING ADVERSE PHYSICAL CONDITIONS, DEFECTS, CONSTRUCTION DEFECTS, WHICH MAY NOT HAVE BEEN REVEALED BY BUYER'S INSPECTIONS. NOTWITHSTANDING THE FOREGOING, IN NO

8.4.2.

IT IS THE INTENTION OF THE PARTIES THAT THE RELEASE SET FORTH IN THIS SECTION INCLUDES CLAIMS OF WHICH BUYER IS PRESENTLY UNAWARE OR WHICH BUYER DOES NOT PRESENTLY SUSPECT TO EXIST WHICH, IF KNOWN BY BUYER, WOULD MATERIALLY AFFECT BUYER'S RELEASES SET FORTH ABOVE. BUYER SPECIFICALLY ACKNOWLEDGES THAT BUYER HAS HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL REGARDING THIS RELEASE AND HAS BEEN ADVISED BY BUYER'S LEGAL COUNSEL CONCERNING, AND HEREBY WAIVES WITH RESPECT TO THE MATTERS RELEASED IN SECTION 8.4.1 ABOVE, THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:

8.4.3.

IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATIONS TO REFLECT THAT ALL OF THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY BUYER SUBJECT TO THE FOREGOING. IT IS NOT CONTEMPLATED THAT THE PURCHASE PRICE WILL BE INCREASED IF COSTS TO BUYER ASSOCIATED WITH THE PROPERTY PROVE TO BE LESS THAN EXPECTED NOR WILL THE PURCHASE PRICE BE REDUCED IF THE BUYER'S PLAN FOR THE PROPERTY LEADS TO HIGHER COST PROJECTIONS.

8.4.4.

THE PROVISIONS OF THIS SECTION 8 SHALL INDEFINITELY SURVIVE THE CLOSING OR TERMINATION OF THIS AGREEMENT AND SHALL NOT BE MERGED INTO THE CLOSING DOCUMENTS. BY THEIR INITIALS BELOW, BUYER AND SELLER HEREBY AGREE THAT ALL OF THE FOREGOING PROVISIONS OF THIS SECTION 8 CONSTITUTE MATERIAL CONSIDERATION PURSUANT TO THIS AGREEMENT AND THAT, BUT FOR SUCH AGREEMENTS, NEITHER BUYER NOR SELLER WOULD ENTER INTO THIS AGREEMENT.

     Buyer's initials __________     Seller's initials __________

9.

Prorations at Closing. The following items shall be apportioned between Seller and Buyer as of midnight immediately before the Closing Date:

9.1.

Income, Rents, Taxes, etc . All items of income, rent, real estate taxes and assessments (on the basis of the actual fiscal years for which such taxes and assessments are assessed) on the Property, use and occupancy taxes, minimum water and sewer rentals, municipal rubbish removal charges and similar annual charges for the current tax or fiscal year, as the case may be, shall be apportioned pro rata between Seller and Buyer on a per diem basis as of the Closing Date (except to the extent such real estate taxes and utility charges are to be borne by Seller pursuant to the Lease); Seller shall be responsible for all such taxes and charges (including penalties and interest) against the Property for all years, tax or fiscal as the case may be, preceding the year in which Closing is held, and shall pay and discharge the same at or before Closing. If bills for real estate taxes on the Property have not been issued as of the Closing Date, and if the amount of real estate taxes for the then current tax fiscal year is not then known, the apportionment of real estate taxes shall be made at Closing on the basis of the prior year's real estate taxes. Seller shall receive a credit for any taxes and assessments paid by Seller and applicable to any period after the Closing (except to the extent Seller is obligated to pay such taxes pursuant to the Lease). Seller shall pay, prior to delinquency, 100% of the taxes assessed or levied against trade fixtures, furniture, furnishings, equipment and all other personal property in and/or on the Property, or applicable portion thereof.

9.2.

Real and Personal Property Tax Appeals . Seller has filed real property tax assessment appeals and personal property tax appeals for multiple years and these appeals are

9.3.

Utility Meter Readings. The parties shall endeavor to have the respective utilities read the Property meters on the Closing Date, bill Seller for charges up to that reading, and bill Buyer for charges after that reading (except to the extent such charges are to be paid by Seller pursuant to the Lease). If the parties are unable to do so the following shall apply: Seller shall obtain final readings of the water, electric, gas and other utility meters servicing the Property as of the day prior to the Closing Date. At or prior to Closing, Seller shall pay all charges based upon such meter readings, adjusted to include a reasonable estimate of the additional charges due for the period from the dates of the respective readings until the Closing Date. If Seller is unable to obtain readings of any meters prior to the Closing Date, Closing shall be completed without such readings and upon the obtaining thereof, Seller shall pay the charges incurred prior to the Closing Date as reasonably determined based upon such readings. Buyer shall be responsible for all utility charges of the Property incurred on and after the Closing Date (except to the extent such charges are to be paid by Seller pursuant to the Lease).

10.

Seller's Representations and Warranties. Seller represents and warrants to Buyer as follows, which representations and warranties are true and correct in all material respects as of the date of this Agreement and the Closing Date. Buyer agrees to inform Seller promptly in writing if it discovers that any representation or warranty of Seller is inaccurate in any material respect. The representations and warranties shall survive for twelve (12) months after the Closing.

10.1.

The execution, delivery and performance of this Agreement by Seller have been duly authorized by all necessary action on the part of Seller. The execution, delivery and performance of this Agreement does not violate any contract, agreement or commitment to which Seller is a party or by which Seller is bound. The person(s) executing this Agreement on behalf of Seller are authorized to do so on behalf of Seller.

10.2.

This Agreement has been duly executed and delivered by Seller and is a
valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to bankruptcy, reorganization and other similar laws affecting the enforcement of creditors' rights generally.

10.3.

Seller has no knowledge of any action, proceeding, investigation,
bankruptcy or insolvency proceeding pending or threatened against Seller or any of the other Seller Parties which would affect or impair in any respect Seller's ability to consummate the transactions contemplated hereby or which questions the validity or enforceability of this Agreement.

10.4.

Seller is not a "foreign person" within the meaning of Section 1445(0(3) of the Internal Revenue Code.

10.5.

Except for the Cell Tower Lease, a true, correct and complete copy of which is attached hereto as Schedule 2, and except for the License to Bay Cities described in Section 8.1, there are no other leases or other agreements (whether oral or written) entered into by Seller or to which Seller is a party affecting or relating to the right of any party with respect to the possession of the Property or any portion thereof.

10.6.

There are no outstanding leasing commissions payable with respect to the Cell Tower Lease or any other leases with respect to any portion of the Property or Buildings or Improvements and there is no written obligation to pay any leasing commission for any renewal or extension of the term of the Cell Tower Lease.

10.7.

There are no actions, suits, proceedings, or governmental investigations, pending or threatened before any agency, court, or other governmental authority which relates to the Property, or any portion thereof, or the use thereof, or Seller’s ability to perform its obligations under this Agreement.

10.8.

With respect to the acts of Seller and its contractors and subcontractors and materialmen, there are no sums due, owing, or unpaid for labor or materials furnished to the Property (or any part thereof) or on behalf of Seller which might give rise to a mechanic’s or materialmen’s lien.

10.9.

To the best of Seller’s actual knowledge, except as otherwise disclosed in the Property Information (as defined in Section 7.2 above), there are no Hazardous Materials on, in or under the Property in violation of applicable environmental laws and the Property does not contain any underground tanks. For purposes of this Agreement, Hazardous Materials shall mean any chemical, substance, waste, or material which is deemed hazardous, toxic, a pollutant, or a contaminant under any federal, state or local law, statute, ordinance, rule, regulation, or judicial or administrative order or decision, or which has shown to have significant adverse effects on human health or the environment, including, without limitation, substances defined as “hazardous substances,” “hazardous materials,” or “toxic substances” in the Comprehensive

10.10.

Seller has not received notice of default in any of Seller’s obligations or liabilities pertaining to the Property or applicable portion thereof, nor, to the best of Seller’s knowledge, is there any state of facts or circumstances or condition or event which, after notice or lapse of time or both, would constitute or result in any such default.

10.11.

Seller has received no written notice of any violations of applicable law, ordinance, rule, regulation, code, or requirement of any governmental agency, body, or subdivision affecting or relating to the Property, or applicable portion thereof, including, without limitation, the Americans With Disabilities Act or any of the regulations promulgated thereunder, or any subdivision, zoning, building, use, or environmental law, ordinance, rule, requirement, or regulation which have not been resolved.

10.12.

Except for the Service Contracts delivered to Buyer pursuant to Section 7.2 above, Seller has no actual knowledge of any Service Contracts, or other agreements, other than the License to Bay Cities described in Section 8.1, affecting the Property or the operation or maintenance thereof. The only Service Contracts in existence as of the Effective Date of this Agreement are identified on Schedule 3 attached hereto.

10.13.

All consents or waivers of or by any third party which are necessary to permit the consummation by Seller of the transactions contemplated pursuant to this Agreement have been obtained or will be obtained by Seller prior to the Close of Escrow.

10.14.

The Seller is not an Ineligible Seller.

11

Buyer's Representation. Buyer represents and warrants to Seller as follows, which representations are true and correct as of the date of this Agreement and the Closing Date. Seller agrees to inform Buyer promptly in writing if it discovers that any representation or warranty of Seller is inaccurate in any material respect. The representations and warranties shall survive for twelve (12) months after the Closing.

12

Buyer's Conditions to Closing. Buyer shall not be obligated to proceed with the Closing unless and until each of the following conditions have been fulfilled or otherwise waived in writing by Buyer:

13

Seller's Conditions to Closing . Seller shall not be obligated to proceed with the Closing unless and until each of the following conditions have been fulfilled or otherwise waived in writing by Seller:

15

Escrow. Escrow Agent shall hold the Deposit in accordance with this Agreement and subject to the following terms and conditions:

16

Default by Seller. If (x) Seller shall default in any of its obligations to be performed on the Closing Date or (y) Seller shall default in the performance of any of its obligations to be performed prior to the Closing Date and, with respect to any default under this clause (y) only, such default shall continue for two (2) business days after notice to Seller, then Buyer's sole right and remedy (in lieu of proceeding with any other legal course of conduct, the right to bring such actions or proceedings being expressly and voluntarily waived by Buyer to the extent legally permissible, following and upon advice of its counsel, and it being expressly acknowledged by Buyer that such waiver is a material inducement to Seller entering into this Agreement) shall be, in the sole discretion of the Buyer, either (i) the return of the Deposit plus reimbursement by Seller of Buyer's actual and reasonable documented third party costs (inclusive of reasonable legal fees) , up to the maximum aggregate amount of One Hundred Thousand and 00/100 Dollars ($100,000) or (ii) pursue an action for the specific performance of this Agreement provided that Buyer initiates such proceeding no later than thirty (30) days after the later of Seller's alleged default or the Scheduled Closing Date, including the recordation or filing of a notice of lis pendens or notice of pendency solely in connection with Buyer's action for specific performance hereunder against any portion of the property. If Buyer fails to commence an action for specific performance within such 30-day period, Buyer waives its rights to file such action and Buyer's sole remedy shall be to terminate this Agreement and receive a return of the Deposit under clause (i) and Buyer’s reasonable documented third party costs, not to exceed $100,000 as provided above. HOWEVER THAT THE PROVISIONS OF THIS SECTION 16 WILL NOT WAIVE,

17

Default by Buyer; Liquidated Damages. IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTIONS HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY MATERIAL DEFAULT OF BUYER HEREUNDER, AND BUYER DOES NOT CURE SUCH DEFAULT WITHIN FIVE (5) BUSINESS DAYS FOLLOWING RECEIPT BY BUYER OF WRITTEN NOTICE OF SUCH DEFAULT FROM SELLER, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER'S MATERIAL DEFAULT IN ITS OBLIGATION TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION 17 REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH MATERIAL DEFAULT; PROVIDED, HOWEVER THAT THIS PROVISION WILL NOT WAIVE, LIMIT OR AFFECT ANY OF THE FOLLOWING (' NON-LIQUIDATED OBLIGATIONS "): (i) SELLER'S RIGHT TO RECEIVE REIMBURSEMENT FOR REASONABLE ATTORNEYS' FEES UNDER SECTION 24 HEREOF, (ii) BUYER'S RELEASE OR INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (iii) SELLER'S RIGHTS AND REMEDIES ARISING UNDER OR WITH RESPECT TO BUYER'S RELEASE AND/OR INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE, BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER MATERIALLY DEFAULTS IN ITS OBLIGATION TO COMPLETE THE PURCHASE OF THE PROPERTY AND FAILS TO CURE SUCH DEFAULT WITHIN FIVE (5) BUSINESS DAYS FOLLOWING BUYER’S RECEIPT OF WRITTEN NOTICE OF SUCH MATERIAL DEFAULT FROM SELLER IS AN AMOUNT EQUAL TO THE DEPOSIT. SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS

18

Notices. Any notice, demand or other communication required or permitted to be
given hereunder shall be in writing addressed to the respective party as set forth below and may be personally served, sent by facsimile or electronic mail to compatible equipment or sent by overnight courier and shall be deemed given: (a) if served in person, when served; (b) if sent by facsimile or e-mail (provided such facsimile or e-mail transmission is confirmed by telephone or a statement generated by the transmitting machine, and further provided that a copy of the notice, demand or other communication is also sent by overnight courier), upon completion of transmission, or if transmission is completed after 5:00 P.M. California time or on a day other than a Business Day, on the next succeeding Business Day; (c) if by overnight courier, on the first Business Day after delivery to the courier.

20

Brokerage.

21

Limitation on Liability. Notwithstanding anything to the contrary contained in this Agreement, Buyer agrees that its recourse against Seller under this Agreement or under any other agreement, document, certificate or instrument delivered by Seller to Buyer (other than the Lease), or under any law applicable to the Property or this transaction, shall be strictly limited to Seller's interest in the Property and rents and income therefrom and insurance proceeds payable to Seller (or upon consummation of the transaction contemplated hereunder, to the net proceeds of the sale thereof actually received by Seller and/or the holdback funds referred to in Section 8.2.1 above), but in no event shall Buyer seek or obtain any recovery or judgment against any of Seller's other assets (if any) or against any of Seller's members, partners, or shareholders, as the case may be (or their constituent members, partners, or shareholders, as the case may be) or any director, officer, employee or shareholder of any of the foregoing. Buyer agrees that Seller shall have no liability to Buyer for any breach of Seller's covenants, representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Buyer, or under any law applicable to the Property or this transaction, except to the extent permitted hereunder. The parties hereto acknowledge and agree that the provisions of this Section 21 shall not be applicable to any breach or default by Seller, as tenant, of any of its obligations under the Lease.

22

Time of the Essence. Time is of the essence for the rendering of payment and performance under this Agreement.

23

Attorney's Fees. In the event either party hereto commences litigation against the other to enforce its rights hereunder, or to interpret any of the terms or conditions of this Agreement, the substantially prevailing party in such litigation shall be entitled to recover from the other party its reasonable attorneys' fees and expenses incidental to such litigation, including the cost of in-house counsel and any appeals.

24

No Assignment by Buyer. This Agreement may not be assigned by Buyer without the prior written consent of Seller, which consent may be withheld in Seller's sole and absolute discretion. Notwithstanding the foregoing, Buyer may assign this Agreement to an entity managed and 100% controlled by Buyer or to any entity controlling, controlled by or in common control with Buyer; provided, however, Buyer shall provide documentation reasonably acceptable to Seller to confirm the management and control of the proposed assignee or that such assignee is an entity controlling, controlled by or in common control with Buyer. Any attempted assignment requiring Seller's consent that is conducted without Seller's required prior written consent will, at Seller's option, be voidable and constitute a material breach of this Agreement. If an assignment requires the consent of Seller and Seller consents to an assignment, the assignment will not be effective against Seller until Buyer delivers to Seller a fully executed copy of the assignment instrument, which instrument must be reasonably satisfactory to Seller in both form and substance, pursuant to which the assignee assumes and agrees to perform for the benefit of Seller the obligations of Buyer

25

Governmental Approvals. Nothing contained in this Agreement shall be construed as authorizing Buyer to apply for or create a zoning change, variance, subdivision maps, lot split, lot line adjustment, or other discretionary governmental act, approval or permit with respect to the Property prior to the Closing, and Buyer agrees not to do so. Buyer's obligation to purchase the Property shall not be subject to or conditioned upon Buyer's obtaining any variances, zoning amendments, subdivision maps, lot line adjustment or other discretionary governmental act, approval or permit, unless expressly set forth herein. Notwithstanding the foregoing, nothing in this Agreement prohibits Buyer or any of its representatives from doing anything that would be legally permissible if Buyer had not entered into this Agreement.

26

Confidentiality. Buyer and Seller agree to maintain the confidentiality of the terms and provisions of this Agreement and agree not to disclose any of the terms hereof to any third parties, except that Buyer and Seller may disclose the terms hereof to their third party advisors (including engineers, consultants, contractors, accountants and attorneys) for the purposes of providing and giving professional advice for performing professional services on behalf of Buyer and Seller with respect to the transactions contemplated herein and the businesses of Seller and Buyer generally, and except as may be required under applicable laws or court order or to satisfy regulatory requirements applicable to Buyer or Seller. Buyer shall also have the right to disclose the terms of this Agreement to Buyer's lenders and investors with a need to know. Buyer shall also have the right to disclose to the City of San Jose that it has entered into this Agreement with Seller.

27

Tax Deferred Exchange. If either or both Seller or Buyer so requests, the other party shall cooperate with the requesting party to the extent reasonably necessary for the requesting party to qualify all or a portion of the sale or purchase of the Premises as a tax deferred exchange within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended; provided, however, that the non-requesting party shall not be obligated to take title to any property other than the Property, incur any additional expenses (including attorneys' fees or transfer tax liability) or liability on account of its accommodation of the requesting party nor shall such tax deferred exchange delay the Closing Date.

28

Additional Covenants of Seller. Between the Effective Date and the Close of Escrow (or earlier termination of this Agreement), Seller covenants and agrees that it shall:

29

Miscellaneous.

1.

FUNDAMENTAL LEASE PROVISIONS

Tenant

Attn: Marshall Anstandig, General Counsel

A.

The Agreement reflects the full and complete agreement of the Parties, except with regard to certain matters relating to the environmental condition of the Property and the responsibility of the respective Parties with regard to those conditions.

B.

Buyer, in light of the facts that the contemplated sale is an AS IS sale and that the Seller is not providing an indemnity with regard to environmental conditions, desires to conduct additional due diligence with regard to the environmental conditions and such additional due diligence requires an extension of the Inspection Period (see Section 7.1 of the Agreement).

C.

Seller, as further consideration for the Buyer accepting the Property AS IS and without an environmental indemnity by Seller, has offered to extend the Inspection Period for the Buyer and to complete certain additional inspections and work with regard to the condition of the Property.

1.

The Inspection Period set forth in Section 7.1 of the Agreement shall remain in effect for all feasibility and inspection items, except with regard to environmental conditions. With regard to environmental conditions, the Inspection Period shall end at 5:00 PM California time on Tuesday, October 15, 2013. Buyer shall deliver the Title Objection Notice (see Section 6.2 of the Agreement) to Seller on or before Monday, September 23, 2013.

2.

The Closing shall occur on Wednesday, October 30, 2013 or such earlier date mutually agreed by the Parties.

3.

Seller shall conduct the additional testing and remediation work set forth in Exhibit A .

4.

Buyer, at Buyer’s sole discretion and expense, may continue to conduct its due diligence investigation of the environmental condition of the Property in accordance with the terms of

5.

The surrender dates set forth in the draft Lease attached as Exhibit B to the Agreement shall be modified as follows:

6.

The reference to two (2) business days in line 44 of Section 17 of the Agreement shall be deemed corrected to reference five (5) business days.

7.

Except as specifically modified by this Addendum, all other provisions of the PSA remain in full force and effect.

1.

Testing of one passenger elevator shaft in the west hallway (just north of the original passenger elevator previously tested) and any necessary remediation.

2.

Testing of the pumping and treatment vault (below grade in the front lawn) for the moat in front of the main building and any necessary remediation.

3.

Testing of the truck wash area (Seller will saw cut a 6'x6' section, excavate 3' below grade, sample & test materials for nickel that showed in the initial boring tests) and any necessary remediation. The excavated area will be back-filled with clean soil, compacted and repaved.

4.

Testing of the oil storage area (two excavations, one for each sump grate) and any necessary remediation. The excavated area will be back filled with clean soil, compacted and repaved.

5.

Removal of the four (4) clarifier vaults located between the Fleet Maintenance Building and Main Building and any necessary remediation of conditions. Because the effluent waste flow out of the showers and restrooms in the Fleet Maintenance Building currently flows through these vaults, the showers and restrooms will not be operational after the removal of the vaults. These facilities may be restored by Buyer by completing a connection to the main sewer line. In the event that the cost of removal of the clarifier vaults exceeds $50,000, Seller, at Seller’s election, may allow a $50,000 credit to Buyer in escrow in lieu of completing this work.

6.

Removal of the three vehicle lifts and any necessary remediation of conditions.