54-10 Agreement

“Land.” The land, as more particularly described on Exhibit “A” attached hereto and upon which the Improvements are located, including all easements, rights-of-way, rights of ingress and egress, strips, zones, licenses, transferable hereditaments, privileges, tenements and appurtenances in any way belonging to or appertaining to the same or the Improvements, and any right or interest in any open or proposed highways, streets, roads, avenues, alleys, easements, strips, gores and rights-of-way in, across, in front of, contiguous to, abutting or adjoining the Land, and other rights and benefits running with the Land and/or the owner of the Land. “Legal Requirement.” Any applicable federal, state, local or municipal constitution, law, ordinance, rule, order, regulation or statute of any governmental authority bearing on the construction, alteration, rehabilitation, maintenance, use, operation, sale, transfer or any other aspect of all or any portion of the Property. “Lending Group” As set forth in Section 5.2 hereof. “Must-Cure Objections.” As set forth in Section 4.1.3 hereof. “Non-Foreign Affidavit.” As set forth in Section 5.3(b) hereof. “Notice.” As set forth in Article XI hereof. “Objections.” As set forth in Section 4.1.2 hereof. “Official Records.” The office of the recorder of deeds and other real estate records in the jurisdiction in which the Property is located. “Permitted Exceptions.” As set forth in Section 4.2.1 hereof. “Property.” The Land and the Improvements. “Purchase Price.” As set forth in Section 2.2 hereof. “Purchaser.” As set forth in the preamble hereof. “Purchaser Parties.” As set forth in Section 4.3.2 hereof. “Seller.” As set forth in the preamble hereof. “Seller Parties.” As set forth in Section 4.3.2 hereof. “Survey.” As set forth in Section 4.1.1 hereof. “Title Commitment.” As set forth in Section 4.1.1 hereof. “Title Notice.” As set forth in Section 4.1.2 hereof. “Title Objection Date.” As set forth in Section 4.1.2 hereof. “Title Policy.” As set forth in Section 4.1.1 hereof. -3- GENBUS/718957.4

“Utility Deposits.” All deposits made by Seller in connection with providing water, sewer, gas, electricity, telephone and other public utilities to the Property. SALE AND PURCHASE OF PROPERTY 2.1 Purchase of Property. On the Closing Date, and subject to the terms and conditions of this Agreement, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase and acquire from Seller, Seller’s right, title, and interest in and to the Property free and clear of all monetary liens and encumbrances (other than the Permitted Exceptions), at the purchase price provided in Section 2.2 hereof. 2.2 Purchase Price and Terms of Payment. The purchase price for the Property (“ Purchase Price”) shall be One Million One Hundred Twenty Thousand Dollars ($ 1,120,000.00), and shall consist of and be payable as follows: 2.2.1 Earnest Money Deposit. Within two (2) business days after the Effective Date, Purchaser shall deliver to Escrow Agent, in Good Funds, the sum of Thirty-Three Thousand Six Hundred Dollars ($33,600) (together with all interest accrued thereon, the “Earnest Money Deposit”). The Earnest Money Deposit shall be non-refundable to Purchaser, except (a) if a condition precedent to Purchaser’s obligations as set forth in this Agreement is not satisfied or cured as of the Closing Date and such failure does not arise from an act or omission of Purchaser, (b) in the event Purchaser terminates this Agreement pursuant to Section 4.4, below, or (c) as otherwise specifically provided in this Agreement. The Earnest Money Deposit shall be applied to the Purchase Price on the Closing Date. 2.2.2 Balance of Purchase Price. Not later than 11:00 a.m. EST on the Closing Date, Purchaser shall deposit with Escrow Agent, in Good Funds, the balance of the Purchase Price, reduced or increased by such amounts as are required to take into account any prorations, credits, costs or other adjustments which are required by this Agreement and which can be computed and determined as of the time for the required deposit hereunder. The amount to be paid under this Section 2.2.2 is referred to in this Agreement as the “Closing Payment.” 2.3 Assumed Liabilities. Except as expressly set forth herein, Purchaser shall not assume, in connection with the

Section 2.2.2 is referred to in this Agreement as the “Closing Payment.” 2.3 Assumed Liabilities. Except as expressly set forth herein, Purchaser shall not assume, in connection with the transactions contemplated hereby, any liability or obligation of Seller whatsoever, and Seller shall retain responsibility for all liabilities and obligations accrued or incurred prior to Closing and all liabilities and obligations arising from Seller’s operations prior to Closing, whether or not accrued and whether or not disclosed. -4- GENBUS/718957.4

ESCROW 3.1 Escrow. Purchaser and Seller have established or will establish an escrow (“ Escrow”) with Escrow Agent by depositing with Escrow Agent the Earnest Money Deposit and having three (3) copies of the Escrow Agreement in the form attached hereto as Exhibit “B” duly executed (in counterparts or otherwise) by Seller, Purchaser and Escrow Agent (the “ Escrow Agreement”). The Earnest Money Deposit shall be held by Escrow Agent in accordance with the terms of the Escrow Agreement. 3.2 Deposit of Funds. Except as otherwise provided in this Agreement, all funds deposited into the Escrow by Purchaser shall be immediately deposited by Escrow Agent into an interest bearing account, subject to the control of Escrow Agent in a bank or savings and loan association, or such other institution approved by Purchaser; provided, however, that such funds must be readily available as necessary to comply with the terms of this Agreement and the Escrow Agreement, and for the Escrow to close within the time specified in Section 5.1 of this Agreement. Except as may be otherwise specifically provided herein, interest on amounts placed by Escrow Agent in any such investments or interest bearing accounts shall accrue to the benefit of Purchaser, and Purchaser shall promptly provide to Escrow Agent Purchaser’s Tax Identification Number. TITLE 4.1 Title Commitment. 4.1.1 Purchaser shall, at Purchaser’s cost and expense, instruct the Escrow Agent to issue an A.L.T.A. Owner’s Policy of Title Insurance (standard coverage) for the Property, along with legible copies of all documents referenced in said title commitment (the “ Title Commitment”) to Purchaser and Seller within ten (10) days after the Effective Date such that Purchaser shall obtain an owner’s policy of title insurance (the “Title Policy”) insuring title to the Property, with such affirmative coverage and endorsements as Purchaser shall require and shall have contracted for with the Escrow Agent prior to expiration of the Due Diligence Period. Prior to the expiration of the Due Diligence Period, Purchaser shall obtain, at Purchaser’s sole cost and expense, a survey of the Land prepared by a licensed surveyor to the extent required by Purchaser or will be required by the Escrow Agent in connection with its

ll obtain, at Purchaser’s sole cost and expense, a survey of the Land prepared by a licensed surveyor to the extent required by Purchaser or will be required by the Escrow Agent in connection with its issuance of the Title Policy (the “Survey”). Purchaser shall provide the Escrow Agent and Seller with a copy of the Survey. 4.1.2 Purchaser shall have until the date that is ten (10) business days prior to the Approval Date (as defined in Section 4.3 below and herein also referred to as the “Title Objection Date”) in which to provide Seller written notice (the “Title Notice”) of any objections (“Objections”) Purchaser may have to any defects of title disclosed in the Title Commitment or Survey; provided, however, that, except as provided in Section 4.1.3 below, Purchaser expressly agrees that Seller shall have no obligation whatsoever to cure or attempt to cure any Objection, whether or not appearing on a properly delivered Title Notice. If Seller elects to attempt the cure of an Objection identified in Purchaser’s Title Notice, then Seller shall have until the date that is -5- GENBUS/718957.4

five (5) business days after Seller’s receipt of the Title Notice to notify Purchaser in writing of those Objection(s), if any, Seller agrees to attempt to cure. Seller’s failure to provide any written notice within such time shall be deemed Seller’s election not to cure any Objection. If, within such time, Seller expressly agrees to attempt to cure an Objection, Seller shall use commercially reasonable efforts to effect such cure prior to Closing, provided that, if the same has not been cured by Closing, Seller shall have the right to extend Closing for up to thirty (30) days in order to continue its efforts to complete the cure of such Objection. If Seller fails within such cure period to cure the Objections, or if prior to the expiration of such cure period Seller elects or is deemed to have elected not to cure any Objections, Purchaser may either elect to (i) proceed to Closing and waive any uncured title objections, or (ii) terminate this Agreement by written notice to Seller (A) on or prior to the first to occur of (x) five (5) days after the expiration or earlier termination of the cure period and (y) the Date of Closing (x or y being in the event of Seller not curing any Objections it elected to attempt to cure), or (B) prior to the Approval Date pursuant to Section 4.4 below (in the event Seller elects or is deemed to have elected not to attempt to cure), in which event the Escrow Agent shall refund the Earnest Money Deposit to Purchaser, and the parties thereafter shall have no further obligations under this Agreement, except as specifically survive such termination. 4.1.3 Notwithstanding the foregoing, Seller agrees to satisfy and cause to be released of record the following (“Must-Cure Objections”): (a) any mortgage, deed of trust or other security interest granted by Seller to secure a loan or other monetary obligation that Purchaser has not agreed to assume, and (b) any mechanic’s, materialmen’s, tax, judgment or other lien entered against Seller; provided, however, that a lien or encumbrance described in this Section 4.1.3 shall constitute a Must-Cure Objection only if such lien or encumbrance: (i) relates to and secures a valid and legal obligation of Seller (not of any third party) that would survive Closing and thereafter be enforceable against the Property or Purchaser, and (ii) can be satisfied and discharged merely by

d and legal obligation of Seller (not of any third party) that would survive Closing and thereafter be enforceable against the Property or Purchaser, and (ii) can be satisfied and discharged merely by the payment of a liquidated sum of money to the beneficiary thereof. 4.1.4 For purposes of this Agreement, Must-Cure Objections and Objections Seller expressly agrees to cure pursuant to Section 4.1.2 shall be deemed cured if Seller: (a) deposits with the Escrow Agent at Closing (or instructs the Escrow Agent to withhold from Seller’s proceeds of sale) an amount sufficient (or a bond or other security in an amount sufficient) to satisfy such Objection in full, (b) causes the Escrow Agent to provide “affirmative insurance over” such objection, provided that such affirmative insurance shall be reasonably acceptable to Purchaser, or (c) causes the Escrow Agent to remove such objection as an exception to coverage under the Title Policy. 4.1.5 Purchaser’s consummation of Closing shall constitute Purchaser’s express acceptance and approval of matters affecting title and survey of the Property as of the Closing Date. 4.2 Permitted Exceptions. -6- GENBUS/718957.4

4.2.1 Effective as of the Closing Date, but conditioned upon Closing, Escrow Agent shall issue to Purchaser Escrow Agent’s A.L.T.A. Owner’s Policy of Title Insurance (standard coverage) (“Title Policy”), with the liability under the Title Policy to be in an amount equal to the Purchase Price, insuring the fee title in such Property as vested in Purchaser subject only to the following matters affecting title (“Permitted Exceptions”): (a) All matters and Objections affecting title and survey of the Property (a) not objected to by Purchaser in a properly delivered Title Notice, (b) that Seller does not expressly agree to cure pursuant to Section 4.1.2 and 4.1.3 above, or agrees to attempt to cure but fails to effect such cure prior to Closing, and (c) otherwise approved or deemed approved by Purchaser pursuant to Section 4.1. (b) Any supplemental property taxes assessed as a result of the sale of the Property by Seller to Purchaser; (c) The lien of non-delinquent real and personal property taxes and assessments;; (d) Discrepancies, conflicts in boundary lines, shortages in area, encroachments, and any state of facts shown on the Survey (or if Purchaser fails to cause the Survey to be delivered prior to the Approval Date, those that would have been shown on the Survey) or which an inspection of the Property would disclose and which are not shown by the public records; (e) Rights of parties in possession, unrecorded leases and the rights of tenants thereunder, rights of holders of security interests on personal property installed upon the Property by Seller which are disclosed to Purchaser (and if disclosed following the Approval Date, accepted in writing by Purchaser), easements, or claims of easements not shown by the public records with respect to which Seller has provided copies of the applicable documents to Escrow Agent and to Purchaser with the Due Diligence Materials as provided herein (and if provided following the Approval Date, accepted in writing by Purchaser); (f) Governmental laws, regulations, statutes, codes, ordinances and restrictions now or hereafter in effect so far as these affect the Property or any part thereof, including, without limitation, zoning ordinances (and amendments and additions relating thereto), as amended, and any violations by the Property of any of foregoing; and (g) Any exceptions created by

luding, without limitation, zoning ordinances (and amendments and additions relating thereto), as amended, and any violations by the Property of any of foregoing; and (g) Any exceptions created by Purchaser or its agents, employees and/or contractors, including without limitation, any exceptions arising by reason of the entry on the Property by Purchaser or by its agents, employees and/or contractors. 4.3 Inspection and Approvals. Purchaser shall have a period (the “Due Diligence Period”) commencing on the Effective Date and expiring at 6 p.m., Washington, D.C. time, on the date that is thirty (30) days after the Effective Date (the “Approval Date”), in which to conduct the inspections and studies described in this Section 4, and all such inspections and studies shall be at Purchaser's sole cost and expense. 4.3.1 Within five (5) business days after the Effective Date, Seller shall make available to Purchaser (via an online database or otherwise) Seller’s most recent survey for the Property (if any), information, documents, agreements and reports relating to the Property, but -7- GENBUS/718957.4

excluding any appraisals related to the Property, in Seller’s possession or control that are not and have not been previously deemed and treated by Seller as privileged, proprietary or confidential (collectively, the “Due Diligence Materials”), without representation or warranty of any kind or nature, whether express or implied, at no out-of-pocket cost to Seller, and subject to the rights of third-party preparers. Thereafter, during the Due Diligence Period Seller shall endeavor to make available to Purchaser additional Due Diligence Materials reasonably requested by Purchaser within five (5) business days following a request by Purchaser for such Due Diligence Materials. Seller agrees that, during the Due Diligence Period, Seller shall cooperate and provide Purchaser with reasonable and continuing access to the Property upon commercially reasonable (but in no event less than two (2) business days) prior Notice to Seller for the purpose of Purchaser’s inspection (provided, however, that Purchaser shall not perform any invasive testing of the Property without Seller’s prior written consent in each instance, which may be granted or withheld in Seller’s sole and absolute discretion). Seller shall have the right to have a representative of Seller present during all inspections or examinations of the Property by Purchaser. 4.3.2 Purchaser agrees that, prior to undertaking any inspections of the Property, Purchaser or Purchaser’s agents will obtain comprehensive general liability insurance in an amount of not less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000) aggregate with a contractual liability endorsement which insures Purchaser’s indemnity obligations related to Purchaser’s inspection of the Property and which names Seller as an additional insured thereunder (a copy of the certificate of insurance shall be provided by Purchaser to Seller prior to undertaking any inspections under this Section 4.3). Such insurance coverage shall be maintained by Purchaser until the later of (a) the Closing Date, or (b) thirty (30) days after the termination of this Agreement for any reason. Purchaser, on behalf of itself and the other Purchaser Parties (as defined below), agrees to indemnify and hold Seller and each of the Seller Parties (as defined below) harmless from any claims, loss, injury, liability, damage