EXHIBIT 10.11

LOAN AGREEMENT dated as of October 27, 2017 (together with all extensions, renewals, modifications, substitutions and amendments thereof, this "Agreement"), between FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, a real estate investment trust formed and existing under the laws of the State of New Jersey, having an address at 505 Main Street, P.O. Box 667, Hackensack, New Jersey 07602 (the "Borrower"), and PROVIDENT BANK, having an office at 100 Wood Avenue South, P.O. Box 1001, Iselin, New Jersey 08830-1001 (the "Bank").

The Borrower and the Bank hereby agree as follows:

ARTICLE 1. THE LOAN.

Subject to the terms and conditions hereof, the Bank shall make the following credit facilities available to the Borrower:

(i)       Subject to the terms and provisions of this Agreement, and provided there exists no Event of Default (as defined in Section 6.01 hereof) or event which, with the passage of time or giving of notice or both would become an Event of Default hereunder, under a commercial revolving line of credit (the "Revolving Line" or the "Loan") and upon the Borrower's prior written request, the Bank shall make advances (each, an "Advance" and collectively, the "Advances") to the Borrower, from time to time, from the date hereof until October 27, 2020 (the "Conversion Date" or the "Termination Date", as applicable), in an aggregate outstanding principal amount not exceeding $13,000,000.00 (the "Maximum Revolving Line Amount"). The Revolving Line shall terminate on the Termination Date, unless the Revolving Line is renewed in the sole and absolute discretion of the Bank, which shall be contingent in part upon the Bank's satisfactory review of current financial information pertaining to the Borrower, together with such other requested information and/or documents as the Bank may determine necessary. Any election to renew the Revolving Line shall be solely at the Bank's discretion and effective only upon the Bank's mailing written notice of such election to the Borrower. If the Revolving Line is not renewed, the outstanding principal balance of the Revolving Line shall convert to a term loan maturing on October 31, 2022 (the "Maturity Date"), when all unpaid fees, principal, interest and fees shall be due and payable in full.

Advances under the Revolving Line shall be by way of direct borrowings to fund the working capital needs of the Borrower or may be in the form of standby and commercial letters of credit issued by the Bank for the account of the Borrower (the "Letters of Credit"). Within such limits, and subject to the terms hereof, the Borrower may repay in whole or in part and, in integral multiples of $10,000.00, borrow and re-borrow on a revolving basis amounts up to the Maximum Revolving Line Amount, provided, that the face amount of any letter of credit issued under the Revolving Line shall reduce the amount available to be borrowed under the Revolving Line. The Borrower shall give the Bank at least one (1) business day's prior written notice of any proposed borrowing. The Borrower hereby authorizes the Bank to honor written, telecopied or telephonic requests for an Advance.

If aggregate outstanding Advances under the Revolving Line exceed Five Million Dollars ($5,000,000.00), or for any single Advance in excess of Five Hundred Thousand Dollars ($500,000.00), the Borrower shall provide the Bank a written certification as to the use of the proceeds, the source of repayment, the expected timeframe of repayment and such further documents as the Bank may reasonably require. The Bank has the right to withhold payment should any such documents requested not comply with the foregoing, in its sole reasonable discretion. The Bank will, upon request, deposit the amount of each Advance in the Borrower's demand deposit account or otherwise make such funds available to the Borrower.

(ii)       At the closing of the Revolving Line, the Borrower shall execute and deliver a promissory note to the Bank for the Maximum Revolving Line Amount (together with all extensions, renewals, modifications, substitutions and amendments thereof, the "Note"). The Note shall evidence the Borrower's unconditional obligation to repay the Bank for all Advances made under the Revolving Line, with interest as therein provided. Each Advance under the Revolving Line shall be deemed evidenced by the Note, which is deemed incorporated herein by reference and made part hereof. The Note shall be in form and substance satisfactory to the Bank.

(i)       As a part of the Revolving Line and subject to its terms and conditions, the Bank shall make available to the Borrower Letters of Credit which shall not exceed, in the aggregate at any one time outstanding, the sum of $4,000,000.00 (the "L/C Commitment"). Notwithstanding the foregoing, all Letters of Credit shall be in form and substance reasonably satisfactory to the Bank. No Letter of Credit shall be issued with an expiry date later than (i) three hundred sixty five (365) days from the date of issuance for a stand-by letter of credit, or (ii) ten (10) Business Days prior to the Termination Date. The Borrower shall execute and deliver to the Bank all documents required by the Bank to evidence and/or secure the Letters of Credit (together with all extensions, renewals, modifications, substitutions and amendments thereof, the "Letter of Credit Documents"). Each Letter of Credit shall comply with the Letter of Credit Documents.

(ii)       (a)      Each Letter of Credit issued from time to time under the Revolving Line which remains undrawn (and the amounts of draws on Letters of Credit prior to payment as hereinafter set forth) shall reduce, dollar for dollar, the amount available to be borrowed by the Borrower under the Revolving Line.

(b)       Each Letter of Credit issued from time to time by the Bank shall be secured by all of the Collateral (as hereafter defined).

(c)       The Borrower shall pay to the Bank a nonrefundable annual fee of one-half of one percent (0.5%) of the face amount of any Letter of Credit issued by the Bank.

(d)       Each Letter of Credit shall be issued for a period of one (1) year and may be automatically extended for successive one (1)-year periods. Notwithstanding the foregoing, the Bank shall not be required to extend any Letter of

Credit after the earlier to occur of an Event of Default and the Termination Date; provided, that a Letter of Credit shall not be revoked or terminated on the Termination Date, and shall remain in effect for the entirety of any outstanding one-year period.

(e)       Following the Termination Date and until such time as all amounts drawn under any outstanding Letters of Credit have been repaid in full to the Bank or all Letters of Credit issued by the Bank have been returned to the Bank, such Letter(s) of Credit shall remain fully secured by the Collateral. The Collateral will not be released until such time that any amounts drawn under any Letters of Credit have been repaid, all outstanding Letters of Credit issued by the Bank have been returned to the Bank and cancelled, and the Loan, and all of the Borrower's obligations and liabilities thereunder, have been repaid in full. For the avoidance of doubt, the Borrower's obligation for outstanding Letters of Credit shall survive the Termination Date if not paid in full and returned to the Bank.

(iii)       In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Bank shall promptly notify the Borrower and the Borrower shall immediately reimburse the Bank on the day when such drawing is honored, by either a cash payment by the Borrower or, so long as no Event of Default has occurred and is continuing, in the absence of such payment by the Borrower, and in the case of the latter, by the Bank automatically making or having been deemed to have made (without further request or approval of Borrower) a cash Advance under the Revolving Line on such date to reimburse the Bank. The Borrower's reimbursement obligation for draws under Letters of Credit along with the obligation to pay any and all fees associated with the issuance, amendment, extension and/or cancellation of the Letters of Credit (the "L/C Fees") shall herein be referred to collectively as Borrower's "Reimbursement Obligations." All of the Borrower's Reimbursement Obligations hereunder with respect to Letters of Credit shall apply unconditionally and absolutely to Letters of Credit issued hereunder on behalf of the Borrower.

(iv)       The obligation of the Borrower to reimburse the Bank for drawings made (or for cash Advances made to cover drawings made) under the Letters of Credit shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances including, without limitation, the following circumstances:

(a)       any lack of validity or enforceability of any Letter of Credit;

(b)       the existence of any claim, setoff, defense or other right that the Borrower or any other person or entity may have at any time against a beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or transferee may be acting), the Bank or any other person or entity, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction;

(c)       any draft, demand, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(d)       payment by the Bank under any Letter of Credit against presentation of a demand, draft or certificate or other document that does not comply with the terms of such Letter of Credit unless the Bank shall have acted with willful misconduct or gross negligence in issuing such payment;

(e)       any other circumstances or happening whatsoever that is similar to any of the foregoing; or

(f)       the fact that an Event of Default shall have occurred and be continuing.

(v)       If by reason of (i) any change in any federal, state and/or local laws, statutes, rules, regulations, ordinances or guidelines, or any change in the interpretation or application thereof by any federal, state or local government or political subdivision, or any agency, authority, bureau, central bank, commission, department or instrumentality of either, or any court, tribunal, grand jury, or arbitration (each a "Governmental Authority") or (ii) compliance by the Bank with any direction, reasonable request or requirement (whether or not having the force of law) of any governmental or monetary authority including, without limitation, Regulation D:

(a)       the Bank shall be subject to any tax or other levy or charge of any nature or to any variation thereof (except for changes in the rate of any tax on the net income of the Bank or its applicable lending office) or to any penalty with respect to the maintenance or fulfillment of its obligations under this Section 1.0l(b), whether directly or by such being imposed on or suffered by the Bank;

(b)       any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letter of Credit issued by the Bank; or

(c)       there shall be imposed on the Bank any other condition regarding this Section 1.0l(b) or any Letter of Credit; and the result of the foregoing is to directly or indirectly increase the cost to the Bank of issuing, creating, making or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Bank, then and in any such case, the Bank shall, after the additional cost is incurred or the amount received is reduced, notify the Borrower and the Borrower shall pay on demand such amounts as may be necessary to compensate the Bank for such additional cost or reduced receipt, together with interest on such amount from the date demanded until payment in full thereof at a rate per annum equal at all times to the applicable interest rate under the Revolving Line. A certificate signed by an officer of the Bank as to the amount of such increased cost or reduced receipt showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by the Bank shall, except for manifest error and absent written notice from the Borrower to the Bank within ten (10) days from submission, be final, conclusive and binding for all purposes.

(vi)       (a)       In addition to amounts payable as elsewhere provided in this Section 1.01(b), without duplication, the Borrower hereby agrees to protect, indemnify, pay and save the Bank harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) which the Bank may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of the Letters of Credit or (b) the failure of the Bank to honor a drawing under any Letter of Credit as a result of any such act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority (all such acts or omissions herein called "Government Acts") in each case except for claims, demands, liabilities, damages, losses, costs, charges and expenses arising solely from acts or conduct of the Bank constituting gross negligence or willful misconduct.

(b)       As between the Borrower and the Bank, the Borrower assumes all risks of the acts and omissions of or misuse of the Letters of Credit issued by the Bank by the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the Bank shall not be responsible: (A) for the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance if such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason, so long as the requirements set forth in the Letter of Credit have been complied with by a beneficiary for any draw submitted to the Bank; (C) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they are in cipher, unless any of the foregoing are caused by the Bank's gross negligence or willful misconduct; (D) for errors in interpretation of technical terms; (E) for any loss or delay in the transmission of any document or required in order to make a drawing under such Letter of Credit or of the proceeds thereof, unless caused by the Bank's gross negligence or willful misconduct; (F) for the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (G) for any consequences arising from causes beyond the control of Issuer, including, without limitation, any Government Acts. None of the above shall affect, impair or prevent the vesting of any of the Bank's rights or powers hereunder.

(c)       In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Bank in connection with the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith, shall not create any liability on the part of the Bank to the Borrower.

1.02.       Interest Rate. The Borrower shall pay interest to the Bank on the unpaid principal amount due under the Revolving Line at the interest rate set forth in the Note. Interest on the Revolving Line shall be calculated on the basis of the actual number of days elapsed over a year of 360 days.

1.03.       Payments. The Borrower shall make monthly payments to the Bank under the Revolving Line in the amounts and in the manner set forth in the Note. Payments shall be made

in the discretion of the Bank, either by payment of immediately available funds or by charge to the Borrower's operating account with the Bank.

1.04.       Default Rate. Upon default, whether or not Bank has accelerated payment of the Note, or after maturity or after judgment has been rendered on the Note, the unpaid principal of all Advances under such Note shall, at the option of Bank, bear interest at a rate which is five percent (5.00%) per annum greater than that which would otherwise be applicable.

1.05.       Late Charge. If the entire amount of any required principal and/or interest is not paid in full within ten (10) days after the same is due, the Borrower shall pay to Bank a late fee equal to five percent (5.00%) of the required payment. Any such late charge accrued is immediately due and payable.

1.06.       Prepayment. The Borrower may prepay the Revolving Line in whole or in part, at any time, in accordance with the terms and conditions set forth in the Note. In addition, the Borrower shall also pay to the Bank any accrued and unpaid interest and all other sums due under the terms of the Revolving Line at the time of such payment.

1.07.       Use of Proceeds. The extensions of credit under and proceeds of the Revolving Line shall be used to repay and retire an existing line of credit (Loan # 7021722100) from the Bank to the Borrower and for working capital and general corporate purposes.

1.08.       Collateral. Repayment of the Loan, and all of the Borrower's obligations and liabilities thereunder, shall be secured by, among other things, (i) a mortgage and security agreement (together with all extensions, renewals, modifications, substitutions and amendments thereof, the "Mortgage") on the real property and improvements located at (A) Franklin Crossing Shopping Center, 814-860 Franklin Avenue (Block 1513, Lot 2, Block 1410, Lot 1 and Block 1400, Lot 1.01) in the Borough of Franklin Lakes, Bergen County, New Jersey and (B) 206-208 Rock Road (Block 115, Lot 19) in the Borough of Glen Rock, Bergen County, New Jersey (collectively, the "Property") and (ii) an absolute assignment of all leases on the Property (together with all extensions, renewals, modifications, substitutions and amendments thereof, the "Assignment of Leases"). The foregoing property securing the Loan shall collectively be referred to herein as the "Collateral."

1.09.       Continuing Perfection. The Borrower will perform any and all steps requested by Bank to create and maintain in the Bank's favor a valid lien on or security interest in the Collateral including, without limitation, the execution and/or delivery of financing statements and continuation statements, supplemental mortgages, notes and any other documents necessary, in the opinion of the Bank, to protect its interest in the Collateral, the Bank having the responsibility to file any such financing statements and continuation statements. The Bank and its designated officer are hereby appointed the Borrower's attorney-in-fact to do all acts and things which the Bank may deem necessary to perfect and preserve the security interests and liens provided for in this Agreement, including, but not limited to, preparing and filing financing statements on behalf of the Borrower if Borrower fails to do so upon the request of the Bank.

1.10.       Fees. The Borrower shall pay to the Bank a non-refundable commitment fee in the amount of $65,000.00, the receipt of which is hereby acknowledged by the Bank.

1.11.       Capital Adequacy. If any present or future law, governmental rule, regulation, policy, guideline, directive or similar requirement (whether or not having the force of law) imposes, modifies, or deems applicable any capital adequacy, capital maintenance or similar requirement which affects the manner in which the Bank allocates capital resources to its commitments (including any commitments hereunder), and as a result thereof, the Bank reasonably determines the rate of return on the Bank's capital with regard to the Loan (and other similar credit facilities made by Bank to its other borrowers) is reduced to a level below that which the Bank could have achieved but for such circumstances, then in such case and upon notice from the Bank to the Borrower, from time to time, the Borrower shall pay the Bank such additional amount or amounts as shall compensate the Bank for such reduction in the Bank's rate of return. Such notice shall contain a detailed calculation and good faith certification of the Bank with regard to any such amount or amounts which shall, in the absence of manifest error, be binding upon the Borrower. In determining such amount, the Bank may use any reasonable method of averaging and attribution that it deems applicable. Any rules, regulations, policies, guidelines, directives or similar requirements adopted, promulgated or implemented in connection with (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act and (b) the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or any United States Governmental Authority, in each case pursuant to Basel III, shall in all events be deemed to have been imposed, introduced and adopted after the date of this Agreement. As used herein, the term "United States Governmental Authority" shall mean any federal government or political subdivision, or any agency, authority, bureau, central bank, commission, department or instrumentality of either, or any court, tribunal, grand jury, or arbitration.

ARTICLE 2. REPRESENTATIONS AND WARRANTIES.

The Borrower hereby represents and warrants to the Bank that:

2.01 Organization. Borrower is a real estate investment trust duly formed and validly existing under the laws of the State of New Jersey, in good standing therein and duly qualified to transact business in all places where such qualification is necessary or advisable.

2.02.       Authorization, No Conflict. The execution and delivery by the Borrower of this Agreement, the Note, the Mortgage, the Assignment of Leases, and all other documents contemplated hereunder to which the Borrower is a party (this Agreement, the Note, the Mortgage, the Assignment of Leases, and such other documents hereinafter called, the "Loan Documents"), and the performance of the transactions contemplated by the Loan Documents, are within Borrower's powers, have been duly authorized by all necessary action and do not and will not violate any provision of law or of Borrower's Amended and Restated Declaration of Trust, as amended, or result in the breach of, or constitute a default or require any consent under any indenture or other agreement or instrument to which the Borrower is a party or by which the Borrower or its property may be bound or affected, or cause any of such property to become subject to any lien, claim or encumbrance. Each of the Loan Documents constitutes the legal, valid and binding obligation of the Borrower, enforceable on its terms.

2.03.       Financial Condition. The financial statements of the Borrower heretofore furnished to the Bank (together, the "Financial Statements"), are complete and correct, were

prepared in accordance with generally accepted accounting principles consistently applied and accurately present the financial condition of the Borrower as of the dates of such statements and the results of its operations for the periods then ended. Since the date of the Financial Statements, there has been no material adverse change in the Borrower's business, condition or prospects, financial or otherwise.

2.04.       Litigation. There are no judgments or orders outstanding against the Borrower and there are no suits, investigations or proceedings pending, or, to the knowledge of the Borrower, threatened, against or affecting the Borrower which, if adversely determined, would by itself or in the aggregate have a material adverse effect on the financial condition, business or properties of the Borrower.

2.05.       Purpose. No part of the proceeds of the Loan will be used to purchase or carry margin stock as such terms are defined in Regulation U of the Board of Governors of the Federal Reserve System or to extend credit to others for the purpose of purchasing or carrying margin stock, and the use of such proceeds shall not result in any violation of Regulations G, T, U or X of said Board.

2.06.       Properties. The Borrower has good and marketable title to the Collateral, free and clear of all liens, claims, encumbrances, and security interests (as defined in the Uniform Commercial Code), except as permitted hereunder.

2.07.       Taxes. The Borrower has filed all tax returns required to be filed and paid all taxes due or assessed, including interest and penalties, except as specifically disclosed to the Bank, in writing, with respect to taxes being contested in good faith and by appropriate proceedings, provided adequate reserves have been made.

2.08.       Consents. No consent or approval from, or notice to or filing with, any federal, state or other regulatory authority is required in connection with the execution of, or performance under, the Loan Documents by the Borrower.

2.09.       ERISA. Each employee pension benefit plan ("Plan"), as defined in the Employee Retirement Income Security Act of 1974, as amended from time to time, including its rules and regulations ("ERISA"), is in compliance with the applicable provisions of ERISA, the Internal Revenue Code of 1986 (as amended, from time to time) and any other applicable Federal or state law, and no event or condition is occurring or exists with respect to any such Plan concerning which the Borrower would be under an obligation to furnish a report to the Bank in accordance with Article 4 hereof.

2.10.       Trademarks, Patents, Licenses, Etc. The Borrower possesses all trademarks, patents, licenses, permits, trade names, copyrights, proprietary rights and approvals required to conduct its business as now constituted without conflict with the rights or claimed rights of others.

2.11.       No Misrepresentations or Material Nondisclosure. The Borrower has not made and will not make to the Bank, in this Agreement or otherwise, an untrue statement of a material fact, nor have omitted to state a material fact necessary to make any statement made not misleading.

2.12.       Permits. The Borrower represents that it has, and will continue to have, all necessary federal, state, and local licenses, certificates, and permits relating to the Borrower and its facilities, business, operations, premises, and leaseholds, and it is in compliance with all applicable federal, state, and local laws, rules, and regulations relating to air emissions, water discharges, noise emissions, solid or liquid storage disposal, hazardous or toxic waste or substances and other environmental, health, and safety matters.

ARTICLE 3. CONDITIONS OF LENDING.

3.01.       Preconditions to the Loan. The Bank shall not be obligated to make the Loan hereunder unless all legal matters incident to the transactions hereby contemplated shall be satisfactory to the Bank and its counsel, and it shall have received properly executed, as of the closing date (unless otherwise indicated herein), and in a form it deems satisfactory, the following:

(a)       This Agreement;

(b)       The Note;

(c)       A copy of the Borrower's Amended and Restated Declaration of Trust, and any and all amendments thereto, along with a current Certificate of Good Standing for the Borrower from the New Jersey Department of Treasury and other applicable governmental office, if applicable;

(d)       All resolutions or other documents confirming the authority of members, officers or agents of the Borrower to execute documents and otherwise to effect the transactions contemplated thereby, as deemed necessary by the Bank and/or its counsel;

(e)       The Mortgage, Assignment of Leases and UCC-1 Financing Statements in favor of the Bank with respect to the Property;

(f)       A loan policy of title insurance in form and substance satisfactory to the Bank and its counsel, insuring the valid first lien security interest of the Mortgage in favor of the Bank;

(g)       An opinion of counsel to the Borrower in form and substance satisfactory to the Bank and its counsel;

(h)       A certificate of a reliable insurance company, licensed to conduct business in New Jersey, of appropriate insurance under Section 4.02 hereunder; and

(i)      Such additional documents as the Bank and/or its counsel may reasonably request.

ARTICLE 4. AFFIRMATIVE COVENANTS.

The Borrower agrees that, while any amount is outstanding hereunder, it shall comply with the following covenants:

4.01.       Financial Statements, Tax Returns and Other Reports. The Borrower shall comply, or cause others to comply, with the following reporting requirements:

(a)       Within ninety (90) days after the end of each fiscal year of the Borrower, the Borrower shall supply the Bank with annual financial statements of the Borrower (including, without limitation, a balance sheet, statements of income and retained earnings and cash flows) as of the last day of and for such fiscal year, prepared by an independent certified public accountant;

(b)       Within forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower shall supply the Bank with (i) quarterly financial statements of the Borrower (including, without limitation, a balance sheet, statements of income and retained earnings and cash flows) as of the last day of and for such quarterly period, prepared internally, all in reasonable detail and certified by Borrower's chief financial officer (or if Borrower has no chief financial officer, another authorized officer of the Borrower) to have been prepared from the books and records of the Borrower, and (ii) a current certified rent roll in form and substance satisfactory to the Bank with respect to the Property, along with a true and complete copy of all new and/or renewed or extended leases affecting the Property, or any portion thereof; and

(c)       Promptly upon the Bank's written request, the Borrower shall supply the Bank with such further information regarding the business affairs and/or financial condition of the Borrower as the Bank may reasonably require.

4.02.       Insurance. The Borrower shall keep, or cause others to keep, the insurance in effect as required by the Mortgage.

4.03.       Maintain Business. The Borrower shall continue to engage in the same type of business as it is presently engaged in, and shall preserve its existence and good standing and all the material rights, privileges, franchises and other properties necessary and desirable in the normal conduct of its business. The Borrower will not change its name without furnishing the Bank with at least thirty (30) days prior written notice thereof. The Borrower will notify the Bank in writing prior to utilizing any trade name not previously submitted to the Bank.

4.04.       Taxes and Obligations. The Borrower shall pay and discharge (a) all taxes, assessments and governmental charges or levies imposed on them or their income or profits or any of their properties prior to the date on which penalties attach thereto and (b) all lawful obligations and claims which, if unpaid, might cause a lien or charge to be created against any of their properties, except any such tax, assessment, charge or levy, the payment of which is being contested in good faith by proper proceedings, provided escrows, satisfactory to the Bank, have been established by the Borrower.

4.05.       Compliance with Laws. The Borrower shall comply with all applicable laws, regulations and orders of any governmental authority.

4.06.       Notices. The Borrower shall furnish to the Bank, promptly after it learns thereof and in no event more than thirty (30) days after it learns thereof:

(a)       Written notice of (i) any violations from any regulatory agencies concerning it or its properties or assets, (ii) any threatened or pending litigation or governmental or administrative proceeding concerning it or its properties or assets, (iii) any default under any other agreement to which the Borrower is a party, (iv) any default or Event of Default hereunder together with a statement by a responsible officer of the Borrower describing the action, if any, which the Borrower proposes to take with respect thereto, and/or (v) any material adverse change in its business, prospects or financial condition;

(b)       Written notice of any "reportable event" or "prohibited transaction" (as such terms are defined in ERISA), in connection with any Plan, and a statement of the action, if any, which the Borrower proposes to take with respect thereto, and when known, any action taken by the Internal Revenue Service or Department of Labor with respect thereto. In addition, the Borrower shall provide the Bank promptly after filing or receiving thereof, with copies of all reports and notices which the Borrower files under ERISA with the Pension Benefit Guaranty Corporation (the "PBGC") or the United States Department of Labor or which the Borrower receives from them;

(c)       Any notice of (i) the happening of any event involving the use, spill, discharge, or cleanup of any hazardous or toxic substance or waste or any oil, petroleum distillate or pesticide on any property owned or operated by the Borrower (a "Hazardous Discharge"); or (ii) any complaint, order, citation, or notice with regard to air emissions, water discharges, noise emissions, or any other environmental, health, or safety matter affecting the Borrower (an "Environmental Complaint") from any person or entity, including, without limitation, the New Jersey Department of Environmental Protection, any similar governmental agency of any other state or the United States Environmental Protection Agency, then the Borrower agrees to give oral and written notice of same to the Bank within twenty-four (24) hours of its receipt of such notice;

(d)        Any change in the name or trade name of the Borrower;

(e)       Any material adverse change with respect to the business or financial condition of the Borrower;

(f)        Any default under this Agreement or any other Loan Document;

(g)        Any material change in the condition of the Collateral; and

(h)        Promptly, such additional notices as the Bank may request.

4.07.       Account Requirement. The Borrower shall maintain its primary operating and reserve accounts for the Property with the Bank during the term of the Loan. Furthermore, the Borrower and associated entities acceptable to the Bank shall maintain an aggregate deposit relationship at the Bank of at least $2,000,000.00. Such accounts may be interest bearing. In the event the required and/or deposits therein are not maintained at the Bank, at the Bank's option, the Bank may increase the interest rate payable on the Loan by 25 basis points (0.25%) for the remainder of the term of the Loan or until such accounts and/or deposits are established or re established with the Bank.

4.08.       Compliance with Environmental Laws. The Borrower shall, and shall cause others to, carry on the business and operations on all property owned or operated by the Borrower so as to comply and remain in compliance with all environmental provisions and requirements set forth in the Mortgage.

4.09       Minimum Debt Yield Requirement. The Borrower shall maintain, at all times, a minimum Debt Yield of at least 10% for the Property. As used herein, the term "Debt Yield" shall mean (i) Net Operating Income divided by (ii) (a) the outstanding principal amount due on the Loan plus (b) the amount of the current Advance request. "Net Operating Income" will be based on the Property's most recent fiscal quarter on an annualized basis and will include (A) actual rental income from tenants at the Property in occupancy that are paying rent in accordance with their lease terms (excluding rent from tenants in default, in bankruptcy or having given notice to vacate), (B) rental income from tenants at the Property in occupancy that are scheduled to commence rental payments within thirty (30) days, and (C) actual other income of the Property, less actual expenses of the Property, including a management fee equal to the greater of the actual management fee or three percent (3%) of the gross rents per annum, a vacancy rate equal to the greater of actual vacancy or five percent (5%) and $0.20 per square foot for replacement reserve. Compliance with this Debt Yield covenant will be determined by the Bank on an annual basis beginning with the Borrower's fiscal year end 10/31/2017, and shall be calculated and satisfied at the time of each Advance.

4.10       Minimum Debt Service Coverage Ratio Requirement. The Borrower shall maintain, at all times, a minimum Debt Service Coverage Ratio of 1.10 to 1.00 on all other real estate holdings of Borrower, which excludes (i) the Property, and (ii) any other property (a) that has construction financing in place with a funded interest reserve to pay debt service, and that has not been stabilized, and (b) owned by Borrower that is not stabilized. For the purposes hereof, Debt Service Coverage Ratio shall be based on Borrower's actual net operating income on the Borrower's year-end annual financial statements divided by actual debt service on such real estate holdings. If any "interest only" financing on such real estate holdings is converted to a permanent loan within twelve (12) months prior to the date of testing, then the permanent loan amount will be utilized for the purposes of this calculation. Compliance with this Debt Service Coverage Ratio covenant will be determined by the Bank on an annual basis beginning with the Borrower's fiscal year end 10/31/2017.

4.11       Minimum Unencumbered/Unrestricted Liquidity Requirement. The Borrower shall maintain, at all times, a minimum Unencumbered/Unrestricted Liquidity of Three Million Five Hundred Twenty Thousand Dollars ($3,520,000.00). Compliance with this Unencumbered/Unrestricted Liquidity covenant will be determined by the Bank on a semi annual basis beginning with the Borrower's fiscal year end 10/31/2017.

4.12       Inspection of Books and Records. The Borrower shall permit any of Bank's officers or other representatives to visit and inspect upon reasonable notice during business hours any of the locations of Borrower, to examine and audit all of Borrower's books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss its affairs, finances and accounts with its officers, employees and independent certified public accountants all at Borrower's expense at the standard rates charged by the Bank for such activities.

ARTICLE 5. NEGATIVE COVENANTS.

5.01       Certain Negative Covenants. The Borrower agrees that while any amount is outstanding under the Note, or for so long as any commitment exists to extend credit hereunder, the Borrower shall not, without the prior written consent of the Bank:

(a)       Intentionally Omitted;

(b)       Enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or a substantial part of its business or assets, except that: (i) any subsidiary of the Borrower may be merged or consolidated into such Borrower; and (ii) any subsidiary may be merged or consolidated into any other subsidiary;

(c)       Create or suffer, or permit any lien, or security interest on the Property, except: (i) liens existing on the date hereof and reflected in the financial statements and/or tax returns referred to in Section 4.01 hereof; (ii) liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings if adequate escrows, satisfactory to the Bank, have been established by the Borrower; or (iii) carriers', warehousemen's, mechanics', or materialmen's, repairmen's or other like liens arising as a matter of law in the ordinary course of business securing amounts which are not due for a period of more than thirty (30) days;

(d)       Intentionally Omitted; or

(e)       Create or suffer, any: (i) additional indebtedness for borrowed money secured by the Property; (ii) intentionally omitted; or (iii) unfunded vested benefits under plans maintained for employees of the Borrower covered by ERISA.

ARTICLE 6. DEFAULT.

6.01.       Events of Default. Each of the following 1s an event of default ("Event of Default") under this Agreement:

(a)       The failure to make any payment required under this Agreement, the Note or any other Loan Document within ten (10) days its due date;

(b)       Any breach by the Borrower of any term, covenant or agreement contained herein or in any of the other Loan Documents, or an Event of Default as defined in any Loan Document shall occur, which default is not cured within thirty (30) days following written notice by the Bank of such default; provided, however, that if any such default or Event of Default cannot be cured within such thirty (30) day period, the Borrower shall be afforded up to an additional forty-five (45) days to cure such default so long as such time to cure does not require an extension of the Maturity Date and provided the Borrower shall have commenced such cure within such initial thirty (30) day period and shall thereafter diligently continue to cure such default;

(c)       The default of the Borrower under any other obligation to the Bank, or any third party, now existing or hereafter arising;

(d)       Any representation, warranty or disclosure made to the Bank by the Borrower proves to be materially false or misleading as of the date when made, whether or not such representation or disclosure appears in the Loan Documents;

(e)       The institution of proceedings by or against the Borrower under any bankruptcy or insolvency law, or any law for the benefit of creditors or relief of debtors, (provided, however, the institution of involuntary proceedings against the Borrower shall not be an event of default if such proceedings shall be discharged or dismissed within ninety (90) days after the commencement date thereof), or a custodianship, trusteeship, receivership or assignment for the benefit of creditors shall be imposed upon the Borrower or the Collateral (or a substantial part thereof) or sought by the Borrower or by any other person or a petition for debtor's relief under any state or federal bankruptcy, reorganization or insolvency law, shall be filed against or by the Borrower or by such other person;

(f)       There shall have occurred an event or circumstance, or a condition or fact shall exist, that, in the exercise of the Bank's reasonable commercial judgment, materially adversely affects: (i) the ability of the Borrower to perform any of the obligations thereof under the Loan Documents taken as a whole; (ii) the business or financial condition of the Borrower as such condition is reflected in the applicable financial statements and other documents submitted to the Bank prior to the date hereof; or (iii) the condition, operations or value of the Property or other collateral (exclusive of amounts that are fully covered by insurance, if any) or the Bank's security interest therein;

(g)       The transfer of title to any portion of, or interest in, the Property or any other Collateral securing repayment of the Loan;

(h)       The dissolution, liquidation or termination of the Borrower;

(i)       The existence of any financing, mortgage or other lien on or security interest in the Property or any other Collateral, other than liens and security interests in favor of the Bank;

(i)        Any change whatsoever in the ownership or control of the Borrower, without the Bank's prior written consent;

(k) The Borrower or any of its assets, become subject to any judgment, lien, attachment or execution, which has not been stayed, bonded, insured or discharged within thirty (30) days after its entry or levy;

(1)       An event or condition occurs or exists with respect to any Plan concerning which the Borrower is under any obligation to furnish a report to the Bank in accordance with Section 4.06 hereof or as a result thereof the Borrower has incurred or in the opinion of the Bank is reasonably likely to incur a liability to a Plan and/or the PBGC which is material in relation to the Borrower's financial condition;

(m)       The loss of any governmental license or permit needed for the use and/or occupancy of any significant portion of the Property;

(n)       The Borrower shall fail to maintain any insurance required under this Agreement, the Mortgage or any other Loan Document, or otherwise breaches its obligations with respect thereto;

(o)       Any of the Loan Documents shall cease to be legal, valid and binding agreements enforceable against the Borrower in accordance with the respective terms thereof or shall in any way be terminated (except in accordance with their terms) or become or be declared ineffective or inoperative or shall in any way be challenged or contested as being illegal, invalid, or not binding agreements enforceable against the Borrower in accordance with the respective terms thereof or cease to give or provide the respective liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby;

(p)       The Property ceases to be managed by Hekemian & Co., Inc., without the prior written consent of the Bank; or

(q)       The failure to observe or comply with any of the terms, provisions and/or conditions of the term sheet from the Bank to the Borrower dated June 21, 2017.

6.02.       Remedies. If there is an Event of Default, the Bank may, without presentment, demand, protest, notice or other formality (all of which are waived by the Borrower):

(a)       Declare the full unpaid principal amount outstanding hereunder and accrued interest thereon to be immediately due and payable, whereupon such amounts shall be immediately due and payable; or

(b)       Foreclose or exercise any of its rights with respect to any Collateral without waiving its rights to proceed against any other Collateral or other entities or individuals directly or indirectly responsible for payment of the Loan; or

(c)       Exercise any other remedies under applicable law, or under this Agreement, the Mortgage or any other Loan Document, including but not limited to proceeding to enforce its right by suit in equity, action at law or other appropriate proceeding, whether for payment or the specific performance of the covenants or agreements contained in this Agreement or any other Loan Document.

All remedies of the Bank provided for herein are cumulative and shall be in addition to all other rights or remedies of the Bank. The Borrower shall be liable for all costs, charges and expenses, and other sums incurred or advanced by the Bank (including reasonable attorney's fees and disbursements) to preserve the Collateral, collect on the Loan, protect the Bank's interests in or realize on the Collateral or to enforce the Bank's rights against the Borrower.

6.03       Right of Set-Off; Security Interest. The Borrower hereby grants to Bank, a continuing lien, security interest and right of setoff as security for all liabilities and obligations to

Bank, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Bank or any entity under the control of the Bank and the successors and assigns or in transit to any of them, other than deposits or funds held by the Borrower as tenant security accounts, trust accounts, or in trust for another. At any time, after an Event of Default, without demand or notice (any such notice being expressly waived by Borrower), Bank may setoff the same or any part thereof and apply the same to any liability or obligation of Borrower even though unmatured and regardless of the adequacy of any other collateral securing the Loan. ANY AND ALL RIGHTS TO REQUIRE BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

ARTICLE 7. MISCELLANEOUS.

7.01.       Intentionally Omitted.

7.02.       Indemnification. At all times the Borrower shall defend and indemnify and hold the Bank (which for the purposes of this paragraph shall include the present or future shareholder, officers, directors, employees, representatives, agents, licensees and assigns of the Bank) harmless from and against any and all liabilities, claims, demands, suits, proceedings, actions, causes of action, losses, damages, settlements, judgments, recoveries, costs and expenses (including reasonable fees and actual disbursements of counsel) resulting from any breach of the representations, warranties, agreements or covenants made by the Borrower in this Agreement or any other Loan Document, arising from or connected with the transactions contemplated by this Agreement or any other Loan Document, or any of the rights and properties assigned or pledged to the Bank, except to the extent arising from the gross negligence or willful misconduct of the Bank.

7.03.       Amendments, Waivers, Etc. No amendment or waiver of any provision in the Loan Documents or consent to any departure by the Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Bank, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No failure by the Bank to exercise in whole or part, and no delay in so exercising, any right hereunder shall operate as a waiver thereof or preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

7.04.       Survival. All representations and warranties made herein or pursuant hereto shall survive the making of the Loan hereunder.

7.05.       Usury. If, at any time, the rate of interest, together with all amounts which constitute interest and which are reserved, charged or taken by the Bank as compensation for fees, services or expenses incidental to the making, negotiating or collection of any Loan evidenced hereby, shall be deemed by any competent court of law, governmental agency or tribunal to exceed the maximum rate of interest permitted to be charged by the Bank to the

Borrower under applicable law, then, during such time as such rate of interest would be deemed excessive, that portion of each sum paid attributable to that portion of such interest rate that exceeds the maximum rate of interest so permitted shall be deemed a voluntary prepayment of principal. As used herein, the term "applicable law" shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement shall be governed by such new law as of its effective date.

7.06.       Payment of Fees and Expenses. Borrower shall pay on demand all expenses of the Bank in connection with the preparation, administration, default, collection, waiver or amendment of loan terms, or in connection with the Bank's exercise, preservation or enforcement of any of its rights, remedies or options hereunder, including, without limitation, reasonable fees of outside legal counsel or the allocated costs of in-house legal counsel, accounting, consulting, brokerage or other similar professional fees or expenses, and any fees or expenses associated with travel or other costs relating to any appraisals or examinations conducted in connection with any Loan or Collateral therefor, and the amount of all such expenses shall, until paid, bear interest at the rate applicable to principal hereunder (including any default rate) and be an obligation secured by any Collateral.

7.07.       Governing Law. This Agreement shall be deemed to have been made under, governed by and construed in accordance with, the laws of the State of New Jersey (excluding the laws applicable to conflicts or choice of law); provided that the foregoing is not intended to limit the maximum rate of interest which may be charged or collected by the Bank hereunder if, under the laws applicable to it, the Bank may charge or collect such interest at a higher rate than is permissible under the laws of said State.

7.08.       Binding Effect. This Agreement shall be binding upon, and shall inure to the benefit of. the Borrower, the Bank and their respective successors and assigns except that the Borrower may not assign or transfer its rights or obligations hereunder.

7.09.       Notices. Notices under this Agreement shall be delivered personally or by registered or certified mail to the Bank at its address stated on the first page hereof, Attention: George P. Menakis, Vice President, and to the Borrower at the address shown on the first page hereof. Notice personally delivered shall be effective as of delivery or, if sent by registered or certified mail, on the date of mailing.

7.10.       Intentionally Omitted.

7.11.       Captions. The captions and headings hereunder are for convenience only and shall not affect the interpretation or construction of this Agreement.

7.12.       Severability. The provisions of this Agreement shall be severable; if any provision shall be held invalid or unenforceable in whole or in part the determination shall not affect the remaining provisions of the Agreement in any manner.

7.13.       Replacement of Note/Security Document. Upon receipt of an affidavit of an officer of Bank as to the loss, theft, destruction or mutilation of any Note or any other security document which is not of public record, and, in the case of any such loss, theft, destruction or

mutilation, upon cancellation of such Note or other security document, Borrower will issue, in lieu thereof, a replacement note or other security document in the same principal amount thereof and otherwise of like tenor.

7.14.       WAIVER OF TRIAL BY JURY. BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CIVIL LITIGATION BASED HEREIN, OR ARISING OUT OF, UNDER IN CONNECTION WITH THE NOTE OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BANK TO ACCEPT THE NOTE AND MAKE THE LOAN TO THE BORROWER.

7.15       Assignments and Participations. The Bank may sell, assign, transfer, negotiate or grant participations to other financial institutions in all or part of the obligations of the Borrower outstanding under the Loan Documents, provided that any such sale, assignment, transfer, negotiation or participation shall be in compliance with the applicable federal and state securities laws.

7.16       Disclosure. The Bank is hereby authorized to disclose any financial or other information it may have about the Borrower to any present or future participant or prospective participant, any regulatory body or agency having jurisdiction over the Bank, or to any successor to all or any part of the Bank's interest herein.

7.17       Patriot Act Compliance. The Bank hereby notifies the Borrower that pursuant to the requirements of the Patriot Act and the Bank's policies and practices, the Bank is required to obtain, verify and record certain information and documentation that identifies the Borrower, which information includes the name and address of the Borrower and such other information that will allow the Bank to identify the Borrower in accordance with the Patriot Act. The Borrower represents and covenants that it is not and will not become a person (individually, a "Prohibited Person" and collectively "Prohibited Persons") listed on the OFAC List or otherwise subject to any other prohibitions or restriction imposed by any laws administered by OFAC (collectively the "OFAC Rules"). The Borrower represents and covenants that it also (a) is not and will not become owned or controlled by a Prohibited Person, (b) is not acting and will not act for or on behalf of a Prohibited Person, (c) is not otherwise associated with and will not become associated with a Prohibited Person, (d) is not providing and will not provide any material, financial or technological support for or financial or other service to or in support of acts of terrorism or a Prohibited Person. The Borrower will not enter into any Lease or any other transaction or undertake any activities related to the Loan in violation of the Anti-Money Laundering laws. The Borrower shall (A) not use or permit the use of any proceeds of the Loan in any way that will violate either the OFAC Rules or any anti-money laundering laws or antiterrorism laws, (B) comply and cause all of its subsidiaries to comply with applicable OFAC Rules, anti-terrorism laws and anti-money laundering laws, (C) provide information as the Bank may require from time to time to permit the Bank to satisfy its obligations under the OFAC Rules, anti-terrorism laws and/or the anti-money laundering laws and (D) not engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or

avoiding, or attempts to violate, any of the foregoing. The Borrower shall immediately notify the Bank if any tenant becomes a Prohibited Person or (1) is convicted of, (2) pleads nolo contendere to, (3) is indicted on, or (4) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering.

7.18       Counterparts. This Agreement may be executed in several counterparts, and by the parties hereto on separate counterparts, each of which is an original but all of which together shall constitute one document.

[NO FURTHER TEXT ON THIS PAGE. SIGNATURE PAGE TO FOLLOW.]

IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

(Signature Page to Loan Agreement)

EXHIBIT 10.12

Execution Version

PURCHASE AND SALE AGREEMENT

among

WestFREIT Corp.,

a Maryland corporation

Damascus Centre, LLC,

a New Jersey limited liability company

and

Grande Rotunda, LLC,

a Maryland limited liability company

and

MCB Acquisition Company LLC,

a Maryland limited liability company

Dated as of November __, 2021

Westridge Square, 1053 West Patrick Street, Frederick, MD 21703

Damascus Center, 9805-9815 Main Street, Damascus, MD 20872

The Rotunda, 711 W. 40^th Street, Baltimore, MD 21211

Execution Version

TABLE OF CONTENTS

ii

Execution Version

PURCHASE AND SALE AGREEMENT

This PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into this ___ day of November, 2021 (the “Effective Date”), by and among WestFREIT Corp., a Maryland corporation (“Westridge Owner”), Damascus Centre, LLC, a New Jersey limited liability company (“Damascus Owner”), and Grande Rotunda, LLC, a Maryland limited liability company (“Rotunda Owner”; each also individually “Seller,” and collectively, “Seller”), having an address at c/o Hekemian & Co., Inc., 505 Main Street, P.O. Box 667, Hackensack, NJ 07602; and MCB ACQUISITION COMPANY LLC, a Maryland limited liability company, having an address at 2701 N. Charles Street, Suite 404, Baltimore, Maryland 21218 (“Purchaser”, which term shall also be deemed to include its permissible successors, assigns and designees), and, solely for purposes of Section 10.1(b), First Real Estate Investment Trust of New Jersey, Inc., a Maryland corporation (“Guarantor”), each having an address at c/o Hekemian & Co., Inc., 505 Main Street, P.O. Box 667, Hackensack, NJ 07602.

RECITALS

WHEREAS, Westridge Owner is the owner of Westridge Square located as described on the cover page of this Agreement (the “Westridge Property”); Damascus Owner is the owner of Damascus Center located as described on the cover page of this Agreement (the “Damascus Property”), and Rotunda Owner is the owner of The Rotunda located as described on the cover page of this Agreement (the “Rotunda Property”).

WHEREAS, Each Seller desires to sell and convey to Purchaser, and Purchaser desires to purchase from each Seller, the aforesaid property on the terms and conditions set forth herein.

NOW, THEREFORE, for and in consideration of the foregoing premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser, intending to be legally bound, do hereby agree as follows:

Article I
SALE OF PROPERTIES; PROPERTY INTERESTS

1.1          Sale of Property. Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller, for the Purchase Price (as defined in Section 2.1 hereof), and upon the terms and conditions hereinafter set forth, all of Seller’s right, title and interest in those certain properties, consisting of:

(a)       Land. Those certain tracts of land described in Exhibit 1.1(a) attached hereto (the “Land”), together with any and all interest of Seller in and to all rights, easements and interests appurtenant thereto.

(b)       Improvements. All buildings, improvements, fixtures and structures presently located on the Land (the “Improvements”, together with the Land, the “Premises”).

(c)       Leases. Seller’s interest as landlord under any leases or occupancy agreements for the Improvements (including any related guarantees or agreements) (each, a “Lease”, and collectively, the “Leases”).

(d)       Personal Property. All personal property presently located on the Land or in the Improvements and used solely in connection with the operation of the Premises other than personal property owned by Tenants (as defined in Section 6.1(b)(iv) and the items listed on Exhibit 6.1(d) attached hereto (the “Personal Property”).

(e)       Intangible Property. All use, occupancy, building and operating permits, licenses and approvals relating to the Premises or any part thereof (collectively, the “Permits”); all right, title and interest of Seller, if any, in all existing surveys, construction drawings, plans and specifications (including, without limitation, structural, HVAC, mechanical and plumbing plans and specifications); any Service Contracts (as defined in Section 6.1(c)) assumed by Purchaser pursuant to Section 7.11; the common names of the Properties; and any marketing materials, tradenames, trademarks, websites or other similar intellectual property related solely to the marketing of the Properties (collectively, and together with the Permits, the “Intangible Property”).

(f)       Appurtenances. All right, title and interest of Seller, if any, in privileges, easements and appurtenances relating to the Premises, including, right, title and interest in and to any land lying in the bed of any street or road opened or proposed, abutting or adjacent to the Land, to the center line thereof, permits, licenses, certificates of occupancy, special exceptions, variances, approvals, governmental approvals, utility rights (including water, sanitary sewer, and drainage), and similar rights related to the rights to develop and operate the Land, whether granted by governmental authorities or private persons, or other authorizations issued or granted by any governmental authority (collectively, the “Appurtenances”).

The Premises, the Leases, the Personal Property, the Intangible Property and the Appurtenances are sometimes hereafter referred to individually as a “Property” and collectively, as the “Properties”; provided that the same may also make reference to a group of two or more, but less than all, of the Properties, if so indicated by the context.

Article II
PURCHASE PRICE; PAYMENT; POST-CLOSING LEASE ESCROW

Purchase Price. (a) The purchase price for the Properties (the “Purchase Price”) shall be Two Hundred Sixty-Seven Million and 00/100 Dollars ($267,000,000.00) which shall be allocated among the Properties as follows:

(b)        Within three (3) Business Days after the Effective Date, Purchaser shall deposit with Chicago Title Insurance Company, 1901 Pennsylvania Avenue N.W., Suite 201, Washington D. C. 20036, Attention: Matt Barlow, National Commercial Counsel (“Escrow Agent” and “Title Company”), by (i) electronic wire transfer of immediately available federal funds pursuant to wiring instructions to be given by the Escrow Agent, or (ii) irrevocable letter of credit issued by a regional or national bank and in a form reasonably acceptable to Seller and

Purchaser (the “Letter of Credit”), the sum of Three Million and 00/100 Dollars ($3,000,000.00) earnest money (together with all interest earned thereon, if any, collectively, the “Initial Deposit”).

(c)       If Purchaser elects or is deemed to have elected to proceed to Closing (as defined in Section 3.1), then within three (3) Business Days after the expiration of the Due Diligence Period (as defined in Section 4.1), Purchaser shall deposit with the Title Company, by electronic wire transfer of immediately available federal funds pursuant to wiring instructions to be given by the Escrow Agent, or a replacement Letter of Credit, an additional deposit of Seven Million and 00/100 Dollars ($7,000,000.00) earnest money (together with all interest earned thereon, if any, the “Additional Deposit”, together with the Initial Deposit, the “Deposit”), which Additional Deposit shall be non-refundable to Purchaser, except as provided in the terms and conditions of this Agreement. In any case in which the Deposit is provided herein to be returned to Purchaser, then nevertheless One Hundred and 00/100 Dollars ($100.00) thereof shall be paid to or retained by Seller and deducted from the amount due Purchaser; such amount shall belong to Seller in any and all events and shall in effect constitute option money, making this Agreement binding even if any conditions or provisions herein are entirely with the discretion or control of Purchaser.

(d)       The balance of the Purchase Price, being a sum equal to the difference between the Purchase Price, less the Deposit, if in cash, as otherwise adjusted pursuant to the terms of this Agreement, shall be paid by Purchaser to the Escrow Agent at Closing, by electronic wire transfer of immediately available federal funds pursuant to wiring instructions to be given by the Escrow Agent, except as otherwise expressly set forth in this Agreement. In the event all or any portion of the Deposit is in the form of a Letter of Credit, the Letter of Credit shall be returned to Purchaser concurrently with Closing.

(e)       Notwithstanding anything to the contrary contained in this Agreement, but subject to the balance of this sentence, prior to the expiration of the Due Diligence Period, the escrow established with respect to the Deposit shall be a “sole order” escrow for the benefit of Purchaser (meaning that, subject to the balance of this sentence, the Title Company shall act solely in accordance with the instructions of Purchaser if given on or prior to the expiration of the Due Diligence Period), except Seller shall have the right to deliver a notice to the Title Company (with a concurrent copy to Purchaser) in the event Seller is entitled to make a claim against Purchaser pursuant to Sections 2.1(c), 4.1(d), or 4.1(g). Without limiting the generality of the foregoing, if on or prior to the expiration of the Due Diligence Period, Purchaser delivers to Seller a notice stating that it has elected to terminate this Agreement, then, unless Seller has delivered a prior notice regarding a claim pursuant to Sections 2.1(c), 4.1(d) or 4.1(g), Purchaser shall have the right to deliver to the Title Company (with a concurrent copy to Seller) a notice that includes a copy of the notice of termination delivered to Seller, and, upon delivery of such notice, the Title Company shall refund to Purchaser the Deposit without any requirement that the Title Company first notify or obtain any approval or consent of Seller. Subject to the foregoing, in the event Purchaser so instructs the Title Company on or prior to the expiration of the Due Diligence Period, Seller agrees that the Title Company shall not be permitted to, and shall not, follow any conflicting instructions given by Seller or any third party as to the disposition of the Deposit but shall instead follow only the instructions of Purchaser in connection therewith. From and after the expiration of the Due Diligence Period, the Title Company shall only disburse the Deposit upon receipt of a joint, written instruction by Seller and Purchaser or pursuant to court order.

(f)       Upon execution of this Agreement, the parties shall deliver a fully executed copy of this Agreement to the Title Company to serve as the instructions to the Title Company as the escrow holder for consummation of the transaction contemplated herein. Upon the request of the Title Company the parties shall execute the Title Company’s standard form of escrow agreement which shall comport with the escrow terms of this Agreement with such changes as the parties may reasonably request.

2.2          Post-Closing Lease Escrow.

(a)       At the Closing, a portion of the Purchase Price shall be held in escrow (the “Post-Closing Lease Escrow”) by the Escrow Agent with respect to (i) those lease transactions listed on Exhibit 2.2(a)(i) (to be updated as of Closing) that have not been executed as of Closing (the “Pending Leases”); and (ii) those Leases listed on Exhibit 2.2(a)(ii) which have been fully executed but the rent commencement date under the Lease has not yet occurred as of Closing, and/or there are amounts remaining, as of Closing, to be paid to the Tenant (as defined in Section 6.1(b)(iii)) or third parties pursuant to the applicable Lease (collectively, the “Post-Closing Lease Obligations”). The Post-Closing Lease Escrow shall be comprised of two (2) separate escrow accounts, one in an amount equal to one hundred percent (100%) of the fixed rent and projected pro rata share of taxes, insurance and operating costs (“Rent”) under any Pending Leases or such Leases for a five (5) year period (the “Rent Escrow”, and such five (5) year period, the “Escrow Period”), and a second separate escrow account in an amount equal to one hundred and twenty-five percent (125%) of the projected cost during the Escrow Period of any landlord work for tenant improvements, tenant allowances, lease buyout payments, legal fees not to exceed Five Thousand and 00/100 Dollars for each Pending Lease or such Lease, architectural fees and leasing commissions relating only to the initial term of the Lease (and not with respect to any commission related to any renewal term or other option granted thereunder) (the “Post-Closing Lease Obligations Escrow”). Rent due under each such Lease or Pending Lease (regardless of whether such Pending Lease is ever executed) shall be released from the Rent Escrow as follows: (x) prior to the rent commencement date of such Lease or Pending Lease, monthly installments of Rent shall be released on a monthly basis to Purchaser based on the rents set forth in such Pending Lease or Lease as of Closing, and (y) after the rent commencement date of such Lease or Pending Lease, or any lease or other occupancy agreement with respect to the space that is the subject of such Lease or Pending Lease, the balance of the Rent escrowed with respect to such Lease or Pending Lease shall be released to Seller. Amounts shall be released from the Post-Closing Lease Obligations Escrow upon submission of invoices for the payment of such sums, and any amounts remaining in the Post-Closing Lease Obligations Escrow at the end of the Escrow Period shall be promptly released to Seller upon the expiration of the Escrow Period. The Rent Escrow and the Post-Closing Lease Obligations Escrow shall otherwise be subject to the terms of an escrow agreement(s) to be agreed upon and executed by Seller, Purchaser and Escrow Agent by the end of the Due Diligence Period in their reasonable discretion (the “Tenant Escrow Agreement”). Seller shall prepare and submit to Purchaser at least five (5) Business Days prior to Closing, Seller’s calculation of the Rent Escrow and the Post-Closing Lease Obligation Escrow amounts, which shall be mutually agreed to by Seller and Purchaser at Closing in their reasonable discretion. Notwithstanding the foregoing, reimbursements of portions of, or all of, amounts in the Rent Escrow and Post-Closing Lease Obligations Escrow may be released to Seller according to the terms above pursuant to leases which are obtained in replacement of any Pending Leases or Leases for which there are Post-Closing Lease Obligations as set forth on the Exhibits 2.2(a)(i) or (ii), and

which are terminated before Closing or during the Escrow Period, subject to Purchaser’s approval of such replacement leases and the corresponding tenants thereunder and provided that any such right of replacement shall not supersede any lease agreements entered into by Purchaser and shall be subject to Purchaser’s lease efforts in all respects. Seller shall keep Purchaser apprised on a regular basis of any such leasing efforts on the part of Seller.

(b)       Seller agrees that with respect to any Pending Lease, Purchaser shall be the primary and sole party to communicate and negotiate with the applicable Tenants after Closing, provided that Purchaser hereby acknowledges receipt of, and hereby approves, the form and terms of each Pending Lease. Purchaser shall not, without the prior written approval of Seller, not to be unreasonably withheld, conditioned or delayed, (i) discontinue or terminate the negotiation of any Pending Lease (unless the amount escrowed for such Pending Lease is disbursed to Seller), (ii) terminate any Lease for which there are Post-Closing Lease Obligations (unless the amount escrowed for such Lease is disbursed to Seller); (iii) reduce the Rent payable under any Pending Lease or Lease for which there are Post-Closing Lease Obligations (unless the difference between the amount escrowed for such Rent and the reduced amount of Rent is disbursed to Seller), (iii) lengthen any free rent period or extend the rent commencement date under any Pending Lease or Lease for which there are Post-Closing Lease Obligations, or (iv) lengthen or extend the time in which to complete any landlord work under any Pending Lease or Lease for which there are Post-Closing Lease Obligations (unless such change does not affect the rent commencement date under the applicable Pending Lease or Lease). After Closing, Purchaser agrees to provide regular updates to Christopher Bell at Chris@hekemian.com or such other representative of Seller as is identified in a written notice to Seller (“Seller’s Leasing Representative”) of the status of the Pending Leases, and Seller’s Representative shall have the right to participate in the weekly leasing status meetings conducted by Purchaser. Notwithstanding the foregoing, Seller shall have no approval rights over the final terms of the Pending Leases after Closing. Purchaser agrees to use good faith commercially reasonable efforts to reach a final agreement with prospective tenants with respect to the Pending Leases.

Article III
CLOSING

3.1          Closing Date. Subject to the adjournments expressly allowed elsewhere in this Agreement, and to the remaining provisions of this Agreement, the closing of the conveyance of title to the Properties (the “Closing”) shall take place on a date that is mutually agreeable to the parties, but in no event later than December 30, 2021, by escrow delivery of documents and funds to the Escrow Agent (the date upon which the Closing shall occur being herein referred to as the “Closing Date”).

3.2         Conditions Precedent to Purchaser’s Obligations. The obligation of Purchaser to cause the transaction contemplated herein to be consummated is subject to the satisfaction of the following conditions on or prior to the Closing Date:

(a)       Continuation of Representations and Warranties. All of the representations and warranties of Seller contained in this Agreement shall be true, correct and complete in all material respects as of: (i) the Effective Date; and (ii) the Closing Date subject to the provisions of Section 6.3 below.

(b)       Seller’s Compliance with Covenants, Etc. Seller shall perform, in all material respects, all covenants, agreements and conditions required by this Agreement to be performed on its part prior to or as of Closing hereunder, including, without limitation, the delivery of all documents and other items to be delivered under this Agreement, and shall not otherwise be in material default of its obligations under this Agreement beyond any applicable notice and cure period.

(c)       Title. The Title Company shall be prepared to issue to Purchaser, at standard rates, an owner’s title insurance policy in the amount of the Purchase Price with extended coverage, issued by the Title Company as of the date and time of Closing insuring that the fee simple estate to the Properties is vested in Purchaser subject only to Permitted Exceptions (as defined in Section 5.03).

(d)       Purpose of Conditions Precedent. The obligation of Purchaser to close the transaction contemplated herein is subject to the express conditions precedent set forth in Section 3.2 above, each of which is for the sole benefit of Purchaser and may be waived at any time by written notice thereof from Purchaser to Seller. The waiver of any particular condition precedent shall not constitute the waiver of any other. In the event of the failure of a condition precedent as of the Closing Date, Purchaser shall deliver written notice of such failure and the Closing shall be extended, subject to Seller’s right to extend the Closing pursuant to Section 7.9, to the earlier of (x) the day that is five (5) Business Days after the applicable condition precedent is satisfied or (y) the date that is thirty (30) days after the then-scheduled Closing Date. If such condition precedent is not satisfied by Closing, as extended, Purchaser may elect, in its sole discretion, to terminate this Agreement as to all of the Properties, in which event the Deposit (or the applicable portion thereof as set forth in Sections 11.1 or 11.2, as applicable) shall be refunded to Purchaser, and after Purchaser’s receipt of the Deposit, neither party shall have any further rights, obligations or liabilities hereunder with respect to the applicable Properties other than those obligations which expressly survive the termination of this Agreement.

3.3          Conditions Precedent to Seller’s Obligations. The obligation of Seller to cause the transaction contemplated herein to be consummated is subject to satisfaction of the following conditions on or prior to the Closing Date:

(a)       Delivery of Purchase Price. Purchaser shall deliver the Purchase Price pursuant to the terms and conditions of this Agreement.

(b)       Continuation of Representations and Warranties. All of the representations and warranties of Purchaser contained in this Agreement shall be true, correct and complete in all material respects as of: (i) the Effective Date; and (ii) the Closing Date subject to the provisions of Section 6.3 below.

(c)       Purchaser’s Compliance with Covenants, etc. Purchaser shall have performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed, observed and complied with on its part prior to or as of Closing hereunder, including, without limitation, the delivery of all documents and other items to be delivered under this Agreement.

(d)       Purpose of Conditions Precedent. The obligation of Seller to close the transaction contemplated herein is subject to the express conditions precedent set forth in Section 3.2, each of which is for the sole benefit of Seller and may be waived at any time by written notice thereof from Seller to Purchaser. The waiver of any particular condition precedent shall not constitute the waiver of any other. In the event of the failure of a condition precedent on the Closing Date which remains uncured for five (5) days after written notice of such failure from Seller, Seller may elect, in its sole discretion, to (i) terminate this Agreement or (ii) extend the Closing Date for purposes of allowing such condition to be satisfied; provided, however, in the event Purchaser is in default of its obligation to close hereunder when otherwise obligated to do so pursuant to the terms of this Agreement, then Seller may exercise its rights under Section 10.2.

Article IV
DUE DILIGENCE

4.1          Due Diligence. (a) Due Diligence Period. Purchaser will have the right, during the period commencing on the Effective Date and expiring at 6:00 p.m. Eastern Time on December 22, 2021 (the “Due Diligence Period”), and thereafter while the Agreement remains in effect, to inspect the Properties and to investigate all matters relating thereto that Purchaser deems relevant to its decision to purchase the Properties. Purchaser will have the right, in its sole discretion, for any reason or no reason, to terminate this Agreement upon written notice to Seller delivered prior to the expiration of the Due Diligence Period, following which the Initial Deposit (together with any interest earned thereon) shall be promptly delivered to Purchaser and thereafter the parties shall have no further right or obligations hereunder, except those expressly surviving the termination of this Agreement. If Purchaser does not terminate the Agreement by the end of the expiration of the Due Diligence Period as set forth in the previous sentence, Purchaser shall have no further right to terminate the Agreement pursuant to this Section.

(b)       Purchaser’s Inspections. Subject to the terms and conditions of this Agreement, Purchaser shall have the right to perform investigations and/or due diligence with respect to the Properties during the Due Diligence Period and thereafter while this Agreement remains in effect. Purchaser’s investigations may include, but are not limited to, any or all of the following: a review of the Leases and Service Contracts and structural and engineering inspections, and a Phase I environmental site assessment. In no event shall Purchaser have the right to conduct invasive or subsurface testing or drilling on a Property or a Phase II environmental site assessment without the prior written consent of Seller. In addition, Purchaser shall have the right, but not the obligation, to conduct reviews of zoning, building code and other applicable ordinances to determine whether the Properties are in compliance, and in connection therewith, subject to the following proviso, to communicate with municipal officials and to request from governmental authorities copies of customary documents and information regarding the zoning of the Properties, the existence of permits and certificates of occupancy and written evidence in the records of governmental authorities of any violations by the Properties of applicable law; provided, however, that in no event shall such contact with any governmental authority include requests for additional inspections or investigation by governmental authorities of the Properties and Purchaser shall not report or otherwise disclose any discovered conditions or violations except to the extent required by law, court order or other legal process, and then only after providing Seller with at least ten (10) days advance notice of the need to make such report or disclosure (or such shorter period as required by law for Purchaser to comply with its reporting or disclosure obligations). All such inspections

and reviews shall be at the sole cost and expense of the Purchaser and shall be subject to the provisions of this Article IV. Purchaser’s inspections of the Properties pursuant to this Section 4.1 shall be referred to herein as the “Inspections”. Purchaser further agrees not to contact or communicate with any (i) employees of Seller and that all communications with any employee regarding the transactions contemplated by this Agreement shall be subject to the prior written (including by email to Chris Bell at Chris@hekemian.com) consent of Seller; and (ii) Tenants without prior consent of Seller and without affording Seller a reasonable opportunity to review written communications in advance or accompany Purchaser on visits to Tenants (as the case may be); provided Purchaser shall not be required to delay any communications or visits if Seller does not respond within one (1) Business Day to Purchaser’s requests for review or to accompany Purchaser on visits to Tenants.

(c)       Right of Entry. Seller shall provide Purchaser and its representatives, employees and agents reasonable and customary access to the Properties during regular business hours (unless otherwise agreed), and upon at least one (1) Business Day’s prior notice to Seller via telephone call or electronic mail (as specifically provided by Seller for such purposes), for the purpose of inspecting the Properties and undertaking tests and studies, which shall be conducted at the sole expense of Purchaser. Seller shall have the right to have a representative present during any entry by Purchaser or its representatives, employees or agents upon the Properties for conducting said inspections; provided, however, Seller may not unreasonably delay any inspections (including any delay that would increase the cost thereof). Purchaser’s inspection rights shall be subject to the rights of the Tenants and Purchaser, its representatives, employees, contractors or agents shall perform such inspections in a manner as to minimize any unreasonable interference with such Tenants. Purchaser shall not cause or permit any mechanics’ liens or other liens to be filed against the Properties as a result of the inspections.

(d)       Damage and Restoration. In the event that any of the Properties are damaged in any way as a result of Purchaser’s or its agents’ entry upon or activities performed at the Properties, Purchaser shall promptly restore such Properties to their condition existing prior to the commencement of such activities, excluding the disturbance of any hazardous or dangerous conditions as a result of the discovery thereof. All such remedial activity shall be promptly and diligently performed by Purchaser at its cost and in a commercially reasonable manner. Purchaser shall indemnify and hold Seller harmless from any loss, cost, damage, liability, and/or expense (including reasonable attorney’s fees) (collectively “Losses”) resulting or arising from (i) any remedial activity required pursuant to this clause (d), (ii) any damage that occurs to a Property as the result of the Inspections, (iii) Purchaser’s failure to comply with its obligations set forth in this Section 4.1, (iv) any negligent acts or willful misconduct by Purchaser or any of its agents, representatives or contractors with respect to performing the Inspections pursuant to this Section 4.1, or (v) and injury suffered or caused by Purchaser or any of its agents, representatives or contractors in the performance of the Inspections. Purchaser’s obligations under this Section 4.1(d) will survive any termination of this Agreement. Notwithstanding the foregoing, Purchaser shall not be responsible for and the indemnification set forth above shall not apply to any Losses to the extent solely caused by Seller, its agents, employees, tenants or contractors, the mere discovery of hazardous or dangerous conditions existing at the Properties prior to Purchaser or its agents entering on the Properties, or for any consequential, speculative or punitive damages or lost profits, but shall cover any actual loss of rents to the extent not covered by Seller’s rent loss insurance.

(e)       Insurance. If Purchaser desires to conduct any Inspections of the Properties, either Purchaser, or any representatives Purchaser retains to conduct such inspections, shall provide Seller, prior to any Inspections, with evidence that it maintains commercial general liability insurance as set forth in this clause (e). The commercial general liability insurance shall include insurance against assumed or contractual liability under this Agreement, with respect to all of Purchaser’s representatives’ activities in, on or about the Properties. The commercial general liability insurance policy shall provide limits for bodily injury and property damage of not less than Two Million and 00/100 Dollars ($2,000,000.00) per occurrence in any combination of primary and excess/umbrella coverage for bodily injury and property damage. Purchaser shall also maintain, if applicable, automobile liability coverage for all owned, non-owned and hired vehicles with a combined single limit of not less than One Million and 00/100 Dollars ($1,000,000.00) per occurrence for bodily injury and property damage and workers’ compensation insurance with limits which fully comply with applicable state law.

In addition to the above coverages, if Purchaser or its agents performs invasive environmental services/surveys, such party must also maintain Environmental Impairment or Pollution Liability Insurance, including clean-up costs, with limits of not less than One Million and 00/100 Dollars ($1,000,000.00) per occurrence and Five Million and 00/100 Dollars ($5,000,00.00) in the aggregate annually, which coverage shall include third party liability, costs of clean-up, remediation, and removal of hazardous substances as well as transport and disposal of hazardous substances and for the defense of any related legal action. Any coverage will be provided on an occurrence basis and the renewal policies shall have a retroactive date of the contract date or earlier and shall be maintained through the applicable statute of repose in the applicable state.

The umbrella and excess limits and commercial general liability limits shall be follow form to employer’s liability insurance and automobile liability insurance. Umbrella policy shall also be in excess of the limits of the employer’s liability insurance. All such insurance shall be issued by companies authorized to do business in the state where the Sites are located, and shall be rated A-/VII or better in the most current edition of Best’s Insurance Reports published by A.M. Best. Prior to entry upon any of the Properties, Purchaser shall provide the Seller with copies of certificates of insurance evidencing the insurance coverage required hereunder. All such insurance policies, except workers’ compensation and automobile liability insurance shall name applicable Seller (in each case, including their officers, trustees, directors and employees) and Seller’s lender, if such information is provided to Purchaser, as additional insureds on a primary and non-contributory basis, and shall stipulate that such insurance is primary to, and not contributing with, any other insurance carried by, or for the benefit of Seller. All rights of subrogation against the parties identified above as additional insureds are waived.

(f)       Due Diligence Materials. Seller has delivered or made available to Purchaser via a diligence website maintained by the Seller (the “Data Room”), copies of the due diligence materials listed on Exhibit 4.1(f) (the “Due Diligence Materials”). Subject only to the express representations and warranties of Seller set forth in Section 6.1, Purchaser acknowledges and agrees that the Due Diligence Materials are provided simply as an accommodation to Purchaser and except as otherwise expressly provided elsewhere in this Agreement, Seller makes no representation or warranty with regards to the accuracy and completeness of any document or information, including the Due Diligence Materials, provided by Seller to Purchaser, and any

reliance by Purchaser on such documents and information shall be at Purchaser’s own risk and expense. In addition, and notwithstanding anything in this Agreement to the contrary, Purchaser expressly acknowledges and agrees that Seller shall not be obligated to furnish, nor shall Purchaser be entitled to review or have access to, any confidential, proprietary or privileged documents or information connected with the Properties, including but not limited to opinions, appraisals, audits, internal memoranda or other confidential, proprietary or privileged documents, internal work product or other similar documents, which are in the possession or control of Seller.

notwithstanding anything to the contrary herein, Seller has not undertaken any independent investigation of, and makes no representation or warranty whatsoever as to the truth, accuracy or completeness of, any materials or information, including but not limited to the Due Diligence Materials and any other materials relating to the PROPERTIES, delivered or made available by OR ON BEHALF OF Seller to Purchaser in connection with the transaction contemplated herein EXCEPT, in each case as otherwise expressly set forth in the REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN SECTION 6.1.

(g)       Purchaser agrees to keep all Due Diligence Materials strictly confidential; provided, however, that Due Diligence Materials may be disclosed to Purchaser and its affiliates’ directors, officers, employees, partners, attorneys, lenders, capital sources, architects, general contractors and accountants (all of whom are collectively referred to as the “Related Parties”) who need to know such information for the purpose of evaluating or furthering the consummation of a possible purchase of the Properties, or as otherwise required by law or an order from a court of competent jurisdiction, and Purchaser shall be liable for, and hereby agrees to indemnify Seller and its affiliates against, any actual damages (not consequential, speculative or punitive damages) incurred resulting from such unauthorized disclosure by Purchaser or its Related Parties as if Purchaser had made such unauthorized disclosure. If this Agreement is terminated for any reason, then at the request of Seller, Purchaser will promptly destroy all Due Diligence Materials furnished to it by Seller without retaining copies thereof and certify such destruction to Seller. Notwithstanding the foregoing, Purchaser may retain one (1) copy of any such Due Diligence Materials if required by law or in connection with a prudent, bona fide and customary corporate recordkeeping policy, and Purchaser shall hold such Due Diligence Materials in strict confidence. Purchaser’s obligations under this Section 4.1(f) will survive any termination of this Agreement for a period of one (1) year, except Purchaser’s obligations under the immediately preceding sentence shall survive indefinitely.

Article V
TITLE

5.1         Status of Title. Title to the Premises shall be good and marketable fee simple title, subject to (a) the standard exceptions and provisions contained in the form of owner’s title policy employed by the Title Company which are unable to be removed by standard Seller affidavits and indemnities, (b) any matters that are waived or deemed waived by Purchaser or arise by reason of the actions of Purchaser or its agents, and (c) those exceptions or matters indicated on the Title

Commitments or Surveys to which Purchaser does not object to or waive pursuant to Section 5.3 (collectively, “Permitted Exceptions”).

5.2        Title Commitments and Surveys. Purchaser may obtain commitments for title insurance (the “Title Commitments”) from the Title Company. Seller has or will provide the Purchaser with copies of any existing title insurance policies (together with copies of the exceptions, if available) and surveys of the Properties (collectively, “Surveys”) in Seller’s possession or control, or reasonably obtainable at no cost to Seller, which Surveys Purchaser may at its sole cost elect to have updated. Purchaser shall deliver to Seller copies of the Title Commitments and any updates to the Surveys promptly upon receipt thereof.

5.3        Objections to Title. No later than ten (10) Business Days prior to the expiration of the Due Diligence Period, Purchaser shall provide Seller and the Title Company with written notice (the “Title Objection Notice”) of any title and survey conditions, deficiencies or matters to which Purchaser objects (other than the Permitted Exceptions) (“Title Objections”). Seller shall notify Purchaser in writing of Seller’s agreement to cure, at Seller’s sole expense, or Seller’s election not to cure, such Title Objections (“Seller’s Response Notice”) no later than five (5) Business Days after Seller’s receipt of the Title Objection Notice (“Seller’s Response Notice Deadline”). If Seller fails to give Seller’s Response Notice by the Seller’s Response Notice Deadline, Seller shall be deemed to have elected to not cure such Title Objections. If Seller elects, or is deemed to have elected not to cure all Title Objections, Purchaser may, by giving notice to Seller within five (5) Business Days following receipt of Seller’s Response or Seller’s Response Notice Deadline, whichever is earlier, elect to (a) terminate this Agreement, whereupon this Agreement shall terminate and the Deposit (together with any interest earned thereon) shall be returned to Purchaser and the parties shall have no further obligations to each other with respect to this Agreement except those obligations that expressly survive termination of this Agreement, or (b) proceed to Closing and accept title to the Properties subject to the Title Objections (which shall be deemed Permitted Exceptions, without any abatement of the Purchase Price or any liability or obligation on the part of Seller by reason of such Title Objections). If Purchaser fails to timely notify Seller of its election to terminate this Agreement pursuant to clause (a) of the immediately preceding sentence, Purchaser shall be deemed to have elected to proceed in accordance with clause (b) of the immediately preceding sentence. Purchaser shall have the right, prior to Closing, to object to any title exceptions that were not disclosed on the Title Commitments or any previous updates to the Title Commitments (each a “New Objection”) and, if Seller does not agree to cure any such new Title Objections by not later than Closing, to exercise the rights under clauses (a) and (b) of this Section 5.3.

5.4        Required Removal Exceptions. Notwithstanding anything to the contrary in this Agreement, Seller shall, at or prior to Closing, remove from title all of the following (which will automatically, and without requirement that same be specified in the Title Objection Notice, be deemed unpermitted exceptions) (collectively, the “Required Removal Exceptions”): (i) all mortgages, deeds of trust, and related UCC filings and assignments of leases and rents, all tax liens and mechanics’ and materialmen’s liens and any liens or judgments voluntarily created or suffered by Seller, (ii) other monetary liens (other than taxes not yet due and payable), judgments entered against any Property or Seller (and not caused by Purchaser) or other encumbrances that may be removed or cured by the payment of an ascertainable sum (“Other Monetary Liens”), (iii) exceptions (other than Permitted Exceptions) which were created, consented to or permitted by

Seller or its affiliates, or any of their employees, contractors, agents or representatives, following the date of this Agreement, unless otherwise approved or deemed approved by Purchaser, (iv) any exception to title that Seller has specifically agreed in writing to cure pursuant to the terms of Section 5.3. If Seller is unwilling or unable to remove any Required Removal Exceptions from title at or prior to the Closing with respect to any of the Properties, Purchaser shall at Closing elect as its sole and exclusive remedy to either (x) exercise Purchaser’s rights under Section 10.1, or (y) accept such exceptions to title and the Closing shall occur as herein provided without any reduction of, or credit against, the applicable portion of the Purchase Price; provided, however, that in the case of a Required Removal Exception of the type described in clauses (i) or (ii) above, Purchaser shall receive a credit against the Purchase Price equal to the sum of the amount of such liens or judgments referenced. Seller may use any portion of the Purchase Price to remove or cause to be removed any Required Removal Exception other than the Tenant Escrow Amount or amounts otherwise payable to third parties out of the Purchase Price.

In addition to the foregoing, Seller agrees to provide the Title Company with such factual affidavits as may be reasonably required by the Title Company to remove any exception for, or provide affirmative insurance coverage in the owner’s and lender’s title insurance policy to be obtained by Purchaser at Closing with respect to, the right of first offer contained in that certain Memorandum of Restrictions and Right of First Offer made as of October 2, 2013 (the “Giant ROFO”) by and between Grande Rotunda, LLC and Giant of Maryland, LLC (“Giant”). The Giant ROFO shall be a Permitted Exception and, neither the removal of the Giant ROFO from Purchaser’s or its lender’s title insurance policy nor Purchaser’s receipt from Giant of a waiver of the Giant ROFO, shall be conditions precedent to Purchaser’s obligation to close. The Seller shall make all commercially reasonable efforts to agree with the Title Company upon the forms of any factual affidavits required by this paragraph by not later than the expiration of the Due Diligence Period. In addition, Seller agrees that Purchaser may contact Giant directly to obtain written confirmation from Giant that the Giant ROFO has been complied with or waived, and Purchaser agrees that any and all costs related to or borne from such contact or Giant’s delivery of such written confirmation shall be solely Purchaser’s responsibility.

Article VI
REPRESENTATIONS AND WARRANTIES

6.1        Representations and Warranties of the Seller. Each Seller hereby represents and warrants to Purchaser as to the Property owned by such Seller, as of the Effective Date and the Closing Date:

(a)       (i) Westridge Seller is a corporation, duly organized, validly existing and in good standing under the laws of the State of its formation. Damascus Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of its formation. Rotunda Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of its formation. Seller is entitled to and has the power and authority to execute and deliver this Agreement, has taken or will take, as applicable, all corporate and limited liability company actions and received, or will receive, as applicable, all necessary corporate and limited liability company consents and authorizations required for the consummation of the transaction contemplated herein and to perform its obligations under the Agreement. To Seller’s knowledge, except with respect to any contractual third-party consents

required in order to convey or assign to Purchaser any of the Assumed Contracts (as defined in Section 7.11, or the Intangible Property (collectively, the “Third Party Consents”), the execution, delivery and performance of its obligations under this Agreement by Seller does not require the consent of any third-party. This Agreement is valid and enforceable against Seller in accordance with its terms and each instrument to be executed by Seller pursuant to this Agreement or in connection herewith will, when executed and delivered, be valid and enforceable against Seller in accordance with its terms.

(ii)       Neither Seller nor any entity comprising Seller has (A) suffered the appointment of a receiver, (B) filed a voluntary petition in bankruptcy (or suffered the filing of an involuntary petition by its creditors), (C) made a general assignment for the benefit of its creditors, (D) admitted in writing its inability to pay its debts as they come due or that it is insolvent, (E) suffered the attachment or other judicial seizure of all, or substantially all, of such party’s assets, (F) or made an offer of settlement, extension or composition to its creditors generally.

(b)         (i) (x) Except for the Parking Agreement with Zipcar dated March 22, 2016 for the use of two (2) parking spaces at the Rotunda Property, the Leases constitute the only leases, licenses, guaranties or other written or oral agreements for the use or occupancy of the Property, (y) there are no other leases, licenses, concessions or other written or oral agreements for the use or occupancy of such Property, and (z) and there are no oral amendments, assignments or other modifications to the Leases, except those contained in the Data Room. No Tenant has delivered written notice to Seller for the purpose of terminating its Lease and to Seller’s knowledge, no Tenant has commenced an action to terminate its Lease. True, correct and complete copies of the Leases (including all amendments guaranties and material side letters) have been delivered or made available to the Purchaser in the Data Room.

(ii)       The rent roll attached hereto as Exhibit 6.1(b)(ii) (the “Rent Roll”) is the Rent Roll used by Seller in Seller’s ordinary course of business, and the portion of the Rent Roll for the Rotunda Property with respect to the residential apartment units is, to Seller’s knowledge, true, complete and correct in all material respects. However, notwithstanding the foregoing or anything to the contrary set forth elsewhere in this Agreement, no representation or warranty is made as to subtenancies and Seller does not represent or warrant that any particular Lease will be in force or effect at the Closing or that the tenants under any Leases will have performed their obligations thereunder.

(iii)       All rents (base, additional and percentage) are being paid and are current, except as otherwise set forth on the Rent Roll and to the extent provided in Section 2.2.

(iv)       Except as provided on the Rent Roll, or otherwise provided under the Leases, no tenants under the Leases (each, a “Tenant”, and collectively, the “Tenants”) has paid any rent, fees, or other charges for more than one (1) month in advance.

(v)       Except as set forth in the Rent Roll or listed on Exhibit 6.1(b)(v), no Tenant has any unresolved court contest pending with Seller with respect to any tax, operating cost or escalation payments or occupancy charges, or any other amounts payable under its Lease.

(vi)       There will be no brokerage or leasing agreements in effect after the Closing Date with respect to the Leases and no brokerage commission or other similar compensation is payable (or will, with the passage of time or occurrence of any event, or both, be payable) with respect to the Leases after Closing by Purchaser, except as set forth on Exhibit 6.1(b)(vi) and to the extent provided in Section 2.2.

(vii)       Except as set forth in Exhibit 6.1(b)(vi) and to the extent provided in Section 2.2, to Seller’s knowledge, all work required to be performed by Seller in connection with the Leases has been completed and fully paid for.

(viii)       Except as set forth in Exhibit 6.1(b)(viii) there are no legal actions or proceedings pending or to Seller’s knowledge threatened in writing against Seller or any Property by Tenants under the Leases or any other third party.

(ix)       Except for the matters and information set forth on the Rent Roll and Exhibit 6.1(b)(v), Seller has not sent out any written notices of default to any Tenant nor, has it received any such written notice with respect to any default that remains uncured. To Seller’s knowledge there is no condition that, with the passage of time, the giving of notice or both, would constitute a default under any of the Leases.

Any representation made by Seller in this Section 6.1(b) that is consistent with any statement contained in any Acceptable Estoppel Certificate (as hereinafter defined) delivered to Purchaser pursuant to Section 7.9 shall, with respect only to the Lease to which such Estoppel Certificate pertains, be (X) superseded by such Acceptable Estoppel Certificate with respect to such statement, (Y) deemed not to have been made by Seller herein, and Purchaser hereby forever discharges and releases Seller and its affiliates from any and all claims that relate or otherwise arise out of this Section 6.1(b) with respect to such Lease, but subject in all respects to Purchaser’s rights under Section 7.9 with respect to any such Estoppel Certificate.

(c)       A true, correct and complete list of all service or maintenance contracts or management agreements to which Seller or its affiliates are a party (the “Service Contracts”) relating to or affecting the Property is set forth in Exhibit 6.1(c) hereto and a copy of each of the Service Contracts has been uploaded to the Data Room. No written notice of default has been sent or received by Seller under any Service Contract with respect to a default that remains uncured. Except for the Service Contracts assumed pursuant to Section 7.11, there are no management, leasing, service or maintenance contracts affecting any of the Properties which will not have been effectively terminated prior to the Closing Date.

(d)       Seller has not given or granted any person any right or option to acquire all or any portion of the Property nor does Seller have knowledge of any such right or option other than as may be set forth in the Leases.

(e)       Except for those persons listed on Exhibit 6.1(e) attached hereto, Seller does not have any employees as of the Effective Date.

(f)       Except for the printer lease with Advance applicable to the Rotunda Property, Seller does not lease any Personal Property located at or used in connection with the Property.

(g)       The Property is not subject to, or been granted, any abatement from real estate taxes for any period falling after the Effective Date and the Property will not be subject to an added assessment or omitted property taxes on account of improvements or betterments made prior to the Closing Date. There is no pending tax assessment appeal with respect to the Property other than “None”[Insert “None” if none], and Seller will not conclude, settle or initiate any such appeal without Purchaser’s written consent for any period falling after the Closing. As of and after Closing, Purchaser shall have the sole right, but not the obligation, to pursue and conclude any pending tax appeal. Any tax refunds shall be paid to Seller and Purchaser based on the taxes previously paid or required to be paid by such party for the period in question, pro-rated to the period prior to, and after, the Closing, less the actual, out of pocket costs of the assessment appeal.

(h)       To Seller’s knowledge, and except as set forth in the reports provided to Purchaser as part of the Due Diligence Materials (which, to Seller’s knowledge, are all of the reports and other materials in Seller’s possession or control with respect to such matters), as of the Effective Date, (i) there are no Hazardous Materials located at the Property in violation of Environmental Laws, and (ii) there are no underground or above-ground storage tanks located at the Property. “Hazardous Materials” shall mean any flammables, explosives, radioactive materials, hazardous wastes, hazardous and toxic substances or related materials, asbestos or any material containing asbestos (including, without limitation, vinyl asbestos tile), or any other substance or material, defined as a “hazardous substance” or “hazardous material” by any federal, state, or local environmental law, ordinance, rule or regulation, including, without limitation, the Federal Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, the Federal Hazardous Materials Transportation Act, as amended, the Federal Resource Conservation and Recovery Act, as amended, and the rules and regulations adopted and promulgated pursuant to each of the foregoing (collectively, “Environmental Law”).

(i)       Except for the May 2021 notice from the Baltimore Department of Finance with respect to parking fees and tax thereon, to Seller’s knowledge, Seller has not received written notice from a federal or other taxing authority (each, a “Taxing Authority” and collectively, the “Taxing Authorities”) of any tax deficiency, lien, interest or penalty against the Property, or against Seller that would affect Seller’s ability to convey the Property, that has not been paid in full, and to Seller’s knowledge there is no pending audit or inquiry from any Taxing Authority relating to the Property or to Seller that would affect Seller’s ability to convey the Property. For purposes of this section, “tax” shall mean any United States or other federal, state, provincial, local or foreign income, gross receipts, property, sales, goods and services, use, license, excise, franchise, employment, payroll, withholding, alternative or add-on minimum, ad valorem, transfer, or any other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty, imposed by any Taxing Authority.

(j)       Seller has not received any written notice from any governmental authority of a (i) violation of any governmental requirements on the Property which has not been remedied and (ii) violation of any easement, covenant, condition, restriction or agreement contained in any covenants, conditions or restrictions or similar instruments encumbering or benefiting the Property.  

(k)       To Seller’s knowledge, Seller has not received written notice from any governmental authority regarding any change to the zoning classification, any condemnation

proceedings or proceedings to widen or realign any street or highway adjacent to the Property or to restrict or change any access or curb cuts which provide access to the Property.

Any reference in this Agreement to “knowledge,” “actual knowledge” or “best of knowledge” of Seller, or the receipt of notices or other communications by Seller, shall be deemed to mean the actual knowledge of, or receipt of notice or communication by, Michael O’Dea, the property manager of each Property, or Chris Bell (collectively, “Seller’s Knowledge Party”), and not any implied, imputed or constructive knowledge of such individual or of Seller, and without any independent investigation or inquiry having been made. Purchaser acknowledges and agrees that neither such party(ies) nor any other employee or agent of Seller shall have any duty or obligation under this Agreement or other law to make any affirmative investigation or inquiry of the matters covered by the foregoing provisions in order to determine the accuracy or truthfulness thereof.

6.2          Representations and Warranties of Purchaser. Purchaser represents and warrants to Seller, as of the Effective Date and the Closing Date, as follows:

(a)       Purchaser hereby represents and warrants to Seller that Purchaser is duly organized, validly existing and qualified and empowered to conduct its business; has the power and authority to execute, deliver this Agreement and has or will have the power and authority to deliver the Closing deliveries contemplated hereby, has taken or will take all actions and received to Purchaser’s knowledge, all necessary consents and authorizations required for the consummation of the transaction contemplated herein and to perform its obligations under this Agreement.. This Agreement is valid and enforceable against Purchaser in accordance with its terms and each instrument to be executed by Purchaser pursuant to this Agreement or in connection herewith will, when executed and delivered, be valid and enforceable against Purchaser in accordance with its terms.

(b)       Purchaser has not (i) suffered the appointment of a receiver, (ii) filed a voluntary petition in bankruptcy (or suffered the filing of an involuntary petition by its creditors), (iii) made a general assignment for the benefit of its creditors, (iv) admitted in writing its inability to pay its debts as they come due or that it is insolvent, (v) suffered the attachment or other judicial seizure of all, or substantially all, of such party’s assets, (vi) or made an offer of settlement, extension or composition to its creditors generally.

(c)       Purchaser is not (i) a plan which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), as defined in §3(3) of ERISA, nor a plan as defined in §4975(e)(1) of the Internal Revenue Code of 1986, as amended (each of the foregoing hereinafter referred to collectively as a “Plan”), (ii) a “governmental plan” as defined in §3(32) of ERISA, or (iii) a “party in interest,” as defined in §3(14) of ERISA, to a Plan, except with respect to plans, if any, maintained by Purchaser, nor do the assets of Purchaser constitute “plan assets” of one or more of such Plans within the meaning of Department of Labor Regulations §2510.3-101. Purchaser is acting on its own behalf and not on account of or for the benefit of any Plan. Purchaser has no present intent to transfer a Property to any entity, person or Plan which will cause a violation of ERISA. Purchaser has not assigned, and shall not assign, its interest under this Agreement to any entity, person or Plan in a manner which will cause a violation of ERISA.

6.3         Update of Representations and Warranties at Closing. At Closing, each party shall remake the representations made by it in Section 6.1 or Section 6.2, as the case may be, and will update such representations to reflect any change in facts and circumstances as they then exist, it being understood and agreed that the provisions of Section 10.1 shall not apply (and such party shall not be deemed to have breached its representations and warranties) if such updates to the representations disclose facts that (i) would not be material and adverse to the other party, (ii) were a result of events or circumstances outside of the control of such party; or (iii) were otherwise known to the other party. Notwithstanding the foregoing provisions of this Section 6.3, Purchaser’s obligation to close hereunder is subject to all of Seller’s representations and warranties set forth in this Agreement being true, complete and correct in all material respects as of the Closing Date.

6.4         Survival of Representations and Warranties. Except as otherwise explicitly provided, the representations and warranties set forth herein shall survive the Closing and delivery of the Deed for the Survival Period (as defined in Section 10.1).

6.5         Disclaimer of Warranties; “AS IS”, “WHERE IS”. Purchaser acknowledges that neither Seller, nor any member, manager, director, shareholder, officer, agent, employee, attorney, or representative of Seller has made any statements, agreements, promises, assurances, representations, or warranties, whether express, implied, or otherwise, regarding Seller, the condition of the Properties, the suitability of the Properties for any uses or purposes contemplated by Purchaser, the zoning of the Properties, the right to occupy the Properties, the environmental condition of the Properties, the state of title to the Properties or any other matter pertaining to the Properties or Seller, except as expressly provided in this Agreement or in any of the documents required to be delivered or delivered by Seller pursuant to this Agreement (“Seller’s Closing Documents”). Without limiting the generality of the foregoing, except as expressly provided elsewhere in this Agreement or Seller’s Closing Documents, the transaction contemplated under this Agreement is made without statutory, express or implied warranty, representation, agreement, statement or expression of opinion of or with respect to the condition of the Properties or any aspect thereof, including any and all statutory, express or implied representations or warranties related to the suitability for habitation, merchantability, or fitness for a particular purpose and all other statutory, express or implied representations or warranties of Seller whatsoever. Purchaser agrees that (A) Purchaser shall acquire the Properties in an “AS IS” “WHERE IS” “WITH ALL FAULTS” condition and (B) Purchaser has not relied upon any statement, promise, representation, or warranty, in each case except as expressly set forth in this Agreement or Seller’s Closing Documents.

Article VII
COVENANTS AND AGREEMENTS

7.1         No Liens or Encumbrances. Seller shall not knowingly create, suffer or permit to be created, without the prior written consent of Purchaser, to be exercised in Purchaser’s sole and absolute discretion other than as hereinelsewhere provided with respect to the Leases and the Pending Leases, and shall remove or discharge pursuant to the terms of this Agreement, any liens or encumbrances against the Properties arising subsequent to the Effective Date.

7.2         Legal Requirements. Seller shall, prior to the Closing, continue to operate the Properties in the normal course of business.

7.3         Maintenance of Properties. Seller shall maintain the Properties in substantially the same manner as Seller has heretofore operated the same, provided that Seller shall not be required to make any capital repairs, replacements or other capital expenditures in connection with the Properties. Seller shall promptly inform Purchaser in writing of any written legal notices. Seller shall not initiate or consent to any actions or proceedings which will have the effect of terminating or changing any licenses, permits, approval, entitlements or zoning of the Properties. Between the Effective Date and the Closing, Seller will cause any vacant apartment units at the applicable Property to be “made ready” for reletting and occupancy or provide Purchaser with a credit at Closing for such units as provided in Section 8.1(f).

7.4         Notices. Seller shall promptly deliver notice to the Purchaser of any written notice received by Seller of any: (a) legal actions, suits, claims and other proceedings affecting the Properties, or the use, possession or occupancy thereof; (b) Casualty (as defined in Section 11.1); (c) proposed Taking (as defined in Section 11.2); (d) notice from any governmental authority relating to the condition or use of the Properties, or any portion thereof or any tax assessment notice; (e) notice of any actual or threatened litigation, insurance claim, arbitration or administrative proceeding against Seller or affecting or relating to the Properties, or any portion thereof; or (f) notice of any violations of any Environmental Law or other laws affecting or relating to the Properties, or any portion thereof.

7.5         Service Contracts. Seller shall not enter into contracts or agreements related to the operation or maintenance of the Properties after the Effective Date except in good faith and in the ordinary course of business and which provide that same may be terminated without cost to Purchaser on not more than thirty (30) days’ notice, and Seller shall promptly provide Purchaser with a copy of any such contracts or agreements entered into by Seller.

7.6         Insurance. Seller shall cause the property and liability insurance covering the Properties to be maintained in full force and effect as heretofore maintained.

7.7         Lease Transactions. After the Effective Date, Seller shall not terminate any of the Leases or remove any of the Tenants under the Leases from possession of any portion of the Premises, nor permit the surrender of, or consent to the assignment or subletting under, any existing Lease without Purchaser’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Seller shall perform all of the obligations of landlord under the Leases that, under the terms of the Leases, are required to be performed by the landlord prior to the Closing Date. Between the Effective Date and the Closing Date, Seller shall not enter into any amendment, renewal, modification, extension or termination of the Leases or any new Lease or occupancy agreement without, in each instance, the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Seller shall promptly notify Purchaser in writing of any written notice of default delivered by Seller to any of the Tenants under the Leases. Notwithstanding the foregoing provisions of this Section 7.7, Seller may enter into new Leases with residential tenants at the Rotunda Property without Purchaser’s consent; provided such Leases are for a term of not more than fifteen (15) months, are at market rental rates, including

not more than one (1) month of free rent, and are otherwise on terms substantially consistent with the existing residential leases at the Rotunda Property.

7.8         Alterations & Improvements. Seller shall not undertake or commence any material renovations or alterations at the Properties (except those necessary to comply with any of the provisions of this Agreement, the Leases, or applicable law) without the prior written approval of Purchaser in each instance, which consent shall not be unreasonably withheld, conditioned or delayed.

7.9         Tenant Estoppel Certificates and SNDAs. (a) Seller shall prepare and submit to each commercial (retail or office) Tenant under the Leases an estoppel certificate in the form required by, or containing such terms as are required by, such Tenant’s Lease, or, if such Tenant’s Lease does not prescribe a form of estoppel certificate or set forth applicable terms, then substantially in the form of Exhibit 7.9 (a) attached hereto with respect to such Tenant’s Lease or on such other form as may be provided by Purchaser’s lender; provided the form shall have been provided to Seller by no later than December 1, 2021 and shall not otherwise unreasonably delay Seller’s ability to obtain the Required Estoppel Certificates on a timely basis. Seller shall use good faith commercially reasonable efforts to obtain the estoppel certificates from all Tenants. Subject to the provisions hereof, Purchaser’s obligation to close the transactions contemplated herein is conditioned upon Seller’s delivery to Purchaser, by not later than two (2) Business Days after receipt thereof, but in any event not later than two (2) Business Days before the Closing Date, of executed estoppel certificates in the form hereinabove provided for each of the Tenants listed on Exhibit 7.9-1 (the “Required Tenants”) and other Tenants who, together with the Required Tenants, lease eighty percent (80%) of the leased rentable square footage of each Property (collectively, the “Remaining Tenant Estoppels”; and collectively with the estoppel certificates from the Required Tenants, the “Required Estoppel Certificates”) (an estoppel certificate meeting the foregoing requirements is hereinafter referred to as an “Acceptable Estoppel Certificate”). An estoppel certificate will not be an Acceptable Estoppel Certificate if such estoppel certificate discloses a default on the part of the landlord or such Tenant or discloses another “Material Matter” which shall mean a (i) material default relating to a Lease which, in each case, cannot be cured by Closing, would materially increase Purchaser’s liability after Closing, or which reduces or attempts to offset the rent, additional rent or other revenue that Purchaser would receive under a Lease after the Closing Date, (ii) a material discrepancy with the information shown in the applicable Lease or the Rent Roll or any representation or warranty made in this Agreement by Seller, (iii) references any conditions to the effectiveness of the Lease not having been satisfied or waived, or (iv) the bankruptcy or other similar proceeding, on the part of the Tenant or any guarantor of the applicable Lease. Seller shall remain obligated to disclose to Purchaser any changes to the information contained in any estoppel certificate after the date thereof of which Seller’s Knowledge Party has actual knowledge. If Seller is unable to deliver to Purchaser Acceptable Estoppel Certificates for the Required Tenant’s as required by this Section 7.9 on or before the date that is two (2) Business Days prior to the Closing Date, then Seller shall have the right to extend the Closing Date in order to obtain such estoppel certificates to a date that is the earlier of (x) thirty (30) days after the then-scheduled Closing Date and (y) five (5) Business Days after Seller delivers to Purchaser the Required Tenant Estoppels. Purchaser acknowledges that neither the failure of Seller to obtain Acceptable Estoppel Certificates from the Required Tenants, provided Seller used commercially reasonable efforts (which shall exclude any extraordinary expenditure of funds on the part of Seller, including any amounts requested or demanded by a

Tenant in consideration or remuneration for delivery of an estoppel certificate unless the fee is set forth in the applicable Lease) to obtain Acceptable Estoppel Certificates, nor the existence of Material Matters in any estoppel certificates received from any Tenants, will be deemed a default by Seller, it being agreed that, without limiting any other remedy Purchaser may have under any other section of this Agreement but subject to Seller’s right to extend the Closing as set forth above, the sole remedy of Purchaser for Seller’s failure to obtain Acceptable Estoppel Certificates from the Required Tenants will be to terminate this Agreement upon written notice to Seller and receive back the Deposit (together with interest thereon), following which the parties will have no further rights and obligations hereunder, except for those rights and obligations that expressly survive the termination of this Agreement. Purchaser will have the right, but not the obligation, in its sole and absolute discretion, to waive the requirement that Seller furnish an Acceptable Estoppel Certificate with respect to any particular Required Tenant. The delivery of an executed copy (as opposed to an original) of any Acceptable Estoppel Certificate shall be sufficient for purposes of satisfying the condition under this Section 7.9(b).

(b) Seller shall use commercially reasonable efforts to obtain from each Tenant indicated by Purchaser prior to the Due Diligence Deadline, to the extent such Tenant’s Lease is not self-subordinating by its terms, a subordination, non-disturbance, and attornment agreement (collectively, the “SNDAs”) in the form prescribed by such Lease or, if one is not prescribed, then in a form reasonably agreeable to the Tenant and Purchaser's lender prior to the Closing Date; provided the form shall have been provided to Seller by no later than December 1, 2021. Failure to obtain and/or deliver the SNDAs (provided Seller used all commercially reasonable efforts to obtain same) shall not constitute a default by Seller and provision of the SNDAs shall not be a condition of Closing.

7.10         Property Agreements Certificates. Seller shall use commercially reasonable efforts to deliver to Purchaser executed estoppel certificates, two (2) Business Days before the Closing Date, to the extent required under any reciprocal easement agreements, declarations, or other similar agreements or instruments encumbering the Land and Improvements (collectively, the “Property Agreements”) in the form required by, or containing such terms as are required by, the applicable Property Agreement, or, if the applicable agreement does not prescribe a particular form or terms, substantially in the form attached hereto as Exhibit 7.10, with such revisions as are reasonably requested by the applicable certifying party, with respect to those Property Agreements (and the parties thereto) identified by Purchaser in writing to Seller no later than December 1, 2021, stating to the knowledge of the certifying party (i) that the Land, Improvements or Seller are not in violation of any of the terms and conditions of the applicable Property Agreement; (ii) that any and all sums required to be paid under the applicable Property Agreement have been paid; and (iii) that the applicable Property Agreement is unmodified and/or amended except as otherwise specifically set forth in such certificate (collectively, the “Property Agreements Certificates”). If Seller is unable to deliver to Purchaser the Property Agreements Certificates as required by this Section 7.10 on or before the Closing Date, then Seller shall have the right to extend the Closing Date in order to obtain such estoppel certificates to a date that is the earlier of (x) thirty (30) days after the then-schedule Closing Date and (y) five (5) Business Days after Seller delivers to Purchaser the Property Agreements Certificates. Notwithstanding the foregoing, the failure of Purchaser to obtain (or Seller to provide) any such Property Agreements Certificates (provided Seller shall have used commercially reasonable efforts (which shall exclude any expenditure of funds on the part of Seller) to obtain same) shall not be and shall not be deemed to be a breach of

or default under this Agreement, nor shall procurement of any Property Agreements Certificate be a condition precedent to Purchaser’s obligation to close the transaction hereunder. The delivery of an executed copy (as opposed to an original) of such Property Agreement Certificate shall be sufficient for purposes of satisfying Seller’s obligations under this Section 7.10.

7.11         Assumption of Service Contracts. By not later than ten (10) Business Days after the Effective Date, Purchaser shall deliver written notice to Seller (the “Service Contracts Notice”) specifying any Service Contracts which Purchaser desires to terminate at Closing (collectively, the remaining contracts, the “Assumed Contracts”), and, subject to the remainder of this Section 7.11, Purchaser shall assume at Closing all Assumed Contracts. Seller shall terminate, at its sole cost and expense subject to the balance of this Section 7.11, all other Service Contracts (the “Terminated Contracts”) by not later than the Closing Date. If Purchaser fails to deliver the Service Contracts Notice on or before the expiration of the Due Diligence Period, then Purchaser shall be deemed to have elected to assume all Service Contracts. To the extent that any Service Contract to be assigned to Purchaser is either (i) assignable but requires the applicable vendor to consent to the assignment and assumption of the Service Contract by Seller to Purchaser, or (ii) is not assignable (either by its terms or applicable law), then, prior to the Closing, Seller shall be responsible for obtaining from each applicable vendor a consent (each a “Required Assignment Consent”) to such assignment and assumption, provided, that shall not be and shall not be deemed to be a breach of or default under this Agreement nor shall termination or assumption of any Service Contract be a condition precedent to Purchaser’s obligation to close the transaction hereunder. Purchaser shall be responsible for the costs under any Service Contract that remains in effect as of Closing in order for any notice period to expire and for all termination fees under any Terminated Contracts. Any provision of this Agreement to the contrary notwithstanding, any property management agreement or leasing agreement shall be terminated effective as of the Closing Date, and, notwithstanding anything contained in this Agreement to the contrary, such agreements shall not be or be deemed to be Service Contracts.

Article VIII
APPORTIONMENTS

8.1         Apportionments. (a) The following items shall be apportioned as of 11:59 PM of the day immediately preceding the Closing Date as though Purchaser held title to the Properties during the Closing Date.

(i)       Fixed rents, additional rents, percentage rents and all other sums and credits due or payable under the Leases for the month (or, with respect to additional rents, percentage rents and other sums, the applicable period relating thereto) in which the Closing Date occurs shall be apportioned to the extent collected under the Leases, subject to part (b) of this Section 8.1;

(ii)       Real estate taxes and personal property taxes (if any), on the basis of the fiscal year for which the same are levied, imposed or assessed, subject to part (c) of this Section 8.1;

(iii)       Fees and charges under the Service Contracts that are being assigned to and assumed by Purchaser at the Closing, on the basis of the periods to which such Service Contracts relate; and

(iv)       Charges for water, sewer rents, electricity, steam, and gas, which are not metered or otherwise charged directly to tenants by the provider; provided that if the consumption of any of such utilities is measured by meters, the Seller on the Closing Date shall furnish a current reading of each meter; and provided further, that if there is not a meter or if the current bill for any of such utilities has not been issued prior to the Closing Date, the charges therefor shall be adjusted on the basis of the charges for the prior period for which bills were issued and shall be further adjusted when the bills for the current period are issued.

(b)       If any additional rents, percentage rents or other sums under the Leases (including expense reimbursement payments) (collectively, the “Lease Obligations”) are payable or accruable under the Leases on the basis of estimates or formulae and are subject to adjustment after the Closing Date, such rents shall be apportioned on the Closing Date on the basis of the sums actually paid by the Tenants under the Leases to Seller on account of such rents and/or expenses prior to the Closing Date, and will be subject to reapportionment on the basis of the rents and expenses as finally determined to be owing and collected under the Leases. If Leases contain Lease Obligations payable by Tenants which have accrued as of the Closing Date but are not then due and payable, the amount of such Lease Obligations shall not be prorated as of the Closing Date but shall be allocated and paid as hereinafter provided.  No later than five (5) Business Days before Closing, Seller shall deliver to Purchaser its good faith calculation of the Lease Obligations incurred and collections received for the period prior to the Closing Date (the “Pre-Closing Reconciliation”) and provide such Pre-Closing Reconciliation to Purchaser, including but not limited to an estimated reconciliation of charges for 2021, together with supporting documentation. All prorations and reconciliations shall be subject to Purchaser’s review and approval. Any overpayments shown on the Pre-Closing Reconciliation shall be credited to Purchaser at Closing. Any underpayments shall be remitted to Seller as and when collected by Purchaser as hereinafter provided. In the event the 2021 reconciliations shall not have been finalized as of Closing, Seller shall continue to be responsible for the preparation thereof in accordance with the Leases by not later than ninety (90) days after Closing, and any additional underpayments or overpayments determined based on such final reconciliation shall then be reconciled between Seller and Purchaser as hereinabove and hereinafter provided. All amounts collected by Purchaser or Seller from Tenants after the Closing Date will be applied pursuant to Section 8.1(d).  Either party may inspect, during normal business hours and upon reasonable prior written notice, the other’s records related to the Properties to confirm the calculations contemplated hereby. If the Closing shall occur before the real estate tax rate is fixed, the apportionment of real estate taxes shall be based upon the tax rate for the next preceding year applied to the latest assessed valuation. Final adjustment will be made upon the actual tax amount when determined.

(c)       Any rents or other Lease Obligations collected by the Seller or Purchaser after the Closing Date shall be applied first to the calendar month in which they are collected, then to the rentals due and payable for the calendar month (or, with respect to additional rents, percentage rents and other sums, the applicable period relating thereto) in which the Closing occurs, if unpaid, then to any months (or other applicable periods if past due) subsequent to the month (or other applicable period if past due) in which the Closing Date occurs, and then to any

rents or other Lease Obligations past due for the calendar months (or other applicable periods) preceding the calendar month (or other applicable period) in which the Closing Date occurs (the “Arrears”). Any rents or other Lease Obligations collected by Purchaser that are to be applied to the Arrears pursuant to the preceding sentence shall be held by the Purchaser for the account of the Seller, and, after deducting therefrom all reasonable third-party expenses incurred in connection with the collection thereof, the Purchaser shall remit the same to the Seller. For a period of one hundred fifty (150) days after the Closing Date, Purchaser shall make good faith efforts to collect any Arrears from the Tenants; provided, however, Purchaser will not be required to institute any proceeding to collect any such Arrears. Seller agrees not to commence any collection action or to terminate any Lease after the Effective Date without Purchaser’s consent, not to be unreasonably withheld, and Seller further agrees not to attempt to collect Arrears from any Tenant with a Lease that remains in effect as of Closing, provided, however, that, the foregoing prohibition shall not apply to Gold’s Gym, Jem Industries and any other Tenant that has vacated or vacates its premises or the Lease for which has expired or been terminated prior to the Closing. Purchaser shall not waive any amounts owing with respect to Arrears owing for the period prior to the Closing nor modify any Lease so as to reduce any base rents or charges owed under such Lease for the period prior to the Closing without first obtaining Seller’s prior written consent.

(d)       All assessments (other than real estate taxes) imposed by any governmental agency for improvements to benefit the Properties (“Assessments”) that are completed or imposed before the Effective Date shall be paid by Seller to the extent allocable to the period prior to Closing. All other Assessments shall be paid by Purchaser.

(e)       Except for those amounts being retained in the Post-Closing Lease Escrow, all leasing commissions, finders’ fees, Tenant allowances and credits shall be paid in full by Seller or credited to Purchaser at Closing to the extent allocable to the period prior to Closing.

(f)       With respect to any residential units that (a) are not in “made-ready” condition on the Closing Date, and (b) have been vacant for more than five (5) Business Days prior to Closing, Purchaser shall receive a credit against the Purchase Price of Five Hundred Fifty and 00/100 Dollars ($550.00) per unit. For purposes hereof “made-ready” shall mean that vacant apartments have been thoroughly cleaned (including steam cleaning or similar deep cleaning of all carpeted areas, or carpet replacement if replacement would have been performed by Seller in the ordinary course of business prior to Closing if Seller was not selling the Property), walls cleaned or repainted consistent with Seller's past practices and that all apartments contain the following: (1) refrigerator-freezer unit in working condition; (2) dishwasher, garbage disposal, stove, oven, washer and dryer in working condition; (3) plumbing, heating, air conditioning, and electrical systems, all in good working order; (4) floors fully covered with a combination of tile or linoleum and carpeting; (5) blinds and/or drapes on all windows in good operating condition or better, and (6) there is no material damage to the doors, walls, ceilings, fixtures, floors or windows, such that the apartment unit is in a condition (consistent with the standards of similar units in the Property) for immediate rental and occupancy.

(g)       In addition, if any obvious error in either the calculations or amount of final figures used in any closing adjustment is discovered after Closing, Purchaser and Seller agree to correct such error promptly upon notice from the other party and to use commercially reasonable efforts to correct such adjustment, provided, that, in all events, the parties shall make such

adjustments, or confirm in writing that no such adjustments are necessary, within one hundred twenty (120) days after the end of the calendar year in which the closing occurs. Notwithstanding the foregoing, any party hereto not bringing to the attention of the other party, in writing within the period of one hundred twenty (120) days following the calendar year in which the closing occurs, a potential claim for a re-adjustment in prorations based on error, miscalculation or omission shall be deemed to have automatically waived and relinquished such claim.

(h)       The provisions of this Section 8.1 shall survive Closing for the Survival Period.

8.2         Transfer Taxes, Recording and other Fees  

(a)        Purchaser and Seller shall share equally any escrow fees charged by the Title Company in connection with administering the Closing and all other fees charged by the Escrow Agent. Purchaser shall be responsible for all costs and expenses relating to its inspection of the Properties.

(b)        Purchaser and Seller shall each pay one half (1/2) of all recording costs (other than recording costs for the removal of any title exceptions that Seller is responsible for pursuant to this Agreement, which cost shall be paid by Seller), transfer taxes, documentary stamps or similar fees charged for the conveyance of real property where the Properties are located. Seller and Purchaser shall each execute (and swear to where required) any returns, affidavits and/or statements required in connection with such taxes or fees. Purchaser and Seller shall each pay one half (1/2) of all escrow fees charged by the Title Company in connection with administering the Closing and one half (1/2) of all escrow fees charged by the Escrow Agent to perform its duties under this Agreement.

(c)       All other customary purchase and sale closing costs shall be paid by Seller or Purchaser in accordance with the customs with respect to title closings where the Properties are located.

8.3         Settlement Statement. The parties shall use commercially reasonable efforts to jointly prepare a schedule of prorations (the “Settlement Statement”) not less than five (5) Business Days prior to Closing. The parties shall correct any errors in prorations as soon after the Closing as amounts are finally determined, which obligation shall survive Closing for the Survival Period.

Article IX
DELIVERIES

9.1         Seller Documents to be Delivered. At the Closing, the Seller shall deliver the following for each Property:

(a)       The Required Tenant Estoppels, the Property Agreements Certificates and any SNDAs;

(b)       Originals of the Leases (to the extent the same are in Seller’s possession or control, or reasonably obtainable by Seller);

(c)       a Special Warranty Deed for each Premises in the form attached hereto as Exhibit 9.1(c) (the “Deed”); provided, if Purchaser obtains an updated legal description of any Premises based on a Survey, Seller shall also provide a quitclaim deed for such Premises quitclaiming to Purchaser all of Seller’s right, title and interest in the Premises;

(d)       a Bill of Sale for the Personal Property in the form of Exhibit 9.1(d);

(e)       The security deposits (by way of a credit to Purchaser, or if any such security deposit is in the form of a letter of credit, by delivery of the letter of credit to Purchaser) under the Leases;

(f)       A Rent Roll and schedule of Arrears each dated as of a date within five (5) days of the Closing Date;

(g)       All maintenance records, operating manuals, guarantees and warranties pertaining to the Properties, to the extent in the possession of or reasonably obtainable by Seller without cost to Seller;

(h)       A certificate, dated the Closing Date, stating that the representations and warranties of Seller contained in Section 6.1 hereof are true, correct and complete in all material respects as of such date (and subject to Section 6.3 above) in the form of Exhibit 9.1(i);

(i)       A FIRPTA Certificate in the form of Exhibit 9.1(j);

(j)       A notice to those utility companies providing services to the Properties in the form of Exhibit 9.1(j);

(k)       To the extent available and not otherwise included in the Due Diligence Materials delivered by Seller, copies of all warranties relating to the construction of the Improvements, together with assignment agreements pertaining to such warranties, in form and substance reasonably satisfactory to Purchaser and Seller;

(l)       Terminations, effective no later than Closing, of Seller’s existing property management and brokerage or leasing agreements for the Properties and Terminated Contracts; provided, however, for Service Contracts which have not been terminated effective as of Closing, then such terminations will be effective not more than thirty (30) days after Closing;

(m)       Evidence to be delivered to the Title Company of the existence, organization and authority of Seller and the authority of the persons executing the Seller’s Closing Documents on behalf of Seller, reasonably satisfactory to the Title Company, and

(n)       One or more affidavits reasonably required by the Title Company sufficient to have the general exceptions set forth in the title commitment deleted, together with a “gap” indemnity in form customarily required by the Title Company and reasonably acceptable to Seller and relating to the acts of Seller.

(o)       Such documents as are reasonably required by the Title Company pursuant to Section 5.4 with respect to the Giant ROFO.

9.2         Purchaser Documents to be Delivered. At the Closing, the Purchaser shall deliver the following:

(a)       The reminder of the Purchase Price pursuant to Section 2.1 as adjusted pursuant to Section 2.2 and Article VIII;

(b)       A certificate dated the Closing Date, stating that the representations and warranties or Purchaser contained in Section 6.2 hereof (as modified pursuant to Section 6.3) are true, correct and complete in all material respects as of such date, except as noted thereon substantially in the form of Exhibit 9.2(b); and

(c)       Evidence to be delivered to the Title Company of the existence, organization and authority of Purchaser and the authority of the persons executing the Closing documents on behalf of Purchaser, reasonably satisfactory to the Title Company

9.3         Joint Documents to be Delivered. At the Closing, the Seller and Purchaser shall jointly deliver the following for each Property:

(a)       An assignment and assumption of leases and security deposits in the form of Exhibit 9.3(a);

(b)       An assignment and assumption of Service Contracts and other Intangible Property in the form of Exhibit 9.3(b);

(c)       The Tenant Escrow Agreement pursuant to Section 2.2;

(d)       A letter to each of the Tenants advising them of the change in ownership and management of the applicable Property and the transfer of the security deposit, if any, and directing that rentals or other payments thereafter be paid to a payee designated by the Purchaser, and otherwise complying with applicable law in the form of Exhibit 9.3(d);

(e)       All transfer and other tax declarations as may be required by law in connection with the transactions contemplated by this Agreement;

(f)       The Settlement Statement, pursuant to Section 8.3 above; and

(g)       Such other documents and instruments as may be necessary to effectuate the intent of this Agreement.

9.4         Possession. Immediately after the Closing, Seller shall deliver to the offices of Purchaser’s property manager (or the Properties or such other place as is reasonably convenient for Seller), to the extent in Seller’s possession, the keys as well as any security codes for the Properties. Purchaser shall be entitled to possession of the Properties upon the conclusion of Closing, subject to the Leases and the Permitted Exceptions.

Article X
DEFAULTS

10.1         Seller’s Default.

(a)       Subject to the balance of this Section 10.1, if Seller shall default in performance of its obligations under this Agreement before Closing, or if Seller breaches in any material respect any of Seller’s representations and warranties set forth in Section 6.1, and such default or failure is not cured by Seller within five (5) Business Days after Seller’s receipt of written notice from Purchaser of such default or failure, subject to Seller’s right to extend the Closing pursuant to Section 7.9, then, Purchaser shall have the option, as its sole and exclusive remedy at law or equity to either (a) (i) terminate this Agreement and instruct Escrow Agent to immediately deliver the Deposit (together with any interest earned thereon) to Purchaser, and (ii) receive from Seller reimbursement of Purchaser’s actually incurred reasonable and necessary costs and expenses paid to third parties related to this Agreement and the Inspections, not to exceed Five Hundred Thousand Dollars ($500,000.00) (collectively, “Reimbursable Costs”), and after Purchaser has recovered all such amounts, both parties shall be relieved of and released from any further liability hereunder other than those obligations which expressly survive the termination of this Agreement, or (b) seek the equitable remedy of specific performance, but only if such suit for specific performance is filed within sixty (60) days after the then-scheduled Closing Date. Purchaser agrees that it shall not be permitted to file any claim or pursue any cause of action arising from any express obligations of Seller under this Agreement (x) for lis pendens against any Property, (y) until the aggregate amount of all damages exceed One Hundred Fifty Thousand Dollars ($150,000.00) (the “Basket”), in which case, Purchaser shall be entitled to recover for all such damages regardless of the Basket, or (z) unless such claim or cause of action is filed not later than the expiration of the period which is nine (9) months after Closing (the “Survival Period”). Purchaser hereby waives all other remedies, including without limitation, any claim against Seller for any other damages of any type or kind including, without limitation, the right to claim any punitive, consequential, or speculative damages, except in the event of fraud or intentional misconduct.

(b)       To the extent that Seller has any obligations or liabilities of any kind after Closing under this Agreement, such liability shall in all events be limited to, and no action may be taken for amounts greater than, an aggregate amount equal to the product obtained by multiplying the Purchase Price by one (1) percent (1%) (the “Cap”). Guarantor hereby unconditionally, irrevocably, jointly and severally, guarantees Seller’s payment obligations under this Section 10.1 (the “Guaranteed Obligations”), and Guarantor shall perform, or cause Seller to perform, the Guaranteed Obligations. This guarantee is, subject to the balance of this Section 10.1(b), a continuing guarantee of payment and performance, and not of collection, and will remain in full force and effect until all Guaranteed Obligations have been performed and until any applicable appeal periods or statute of limitations with respect to same shall have expired. Guarantor acknowledges and agrees that this guarantee is full and unconditional and is in no way conditioned on or contingent upon (a) any attempt to enforce in whole or in part any Guaranteed Obligations, (b) the existence or continuance of any party hereto as legal entities, (c) the consolidation or merger of any party hereto with or into any other entity, (d) the sale, lease or disposition by any party hereto of all or substantially all of its assets to any other entity, (e) an event of bankruptcy of any party hereto, or (h) the adequacy of any means Purchaser may have of obtaining payment related to the

Guaranteed Obligations hereunder. Guarantor hereby irrevocably consents to the amendment or modification to the terms of this Agreement and the other documents to be executed or delivered in connection herewith and waives any right to receive notice thereof. No invalidity, irregularity or unenforceability of the Guaranteed Obligations hereby guaranteed shall affect, impair or be a defense to this guaranty. This is a continuing guaranty for which Purchaser and its affiliates receive continuing consideration and all obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon Guarantor’s obligations hereunder shall remain in effect for the Survival Period, unless a claim is filed against any Seller within the Survival Period, in which event Guarantor’s obligations shall remain in effect until such claim has been resolved, by litigation or otherwise, and all applicable appeal periods have expired. The Guarantor shall maintain cash or cash equivalents equal to the Cap and Guarantor will remain a going concern in good standing in the jurisdiction of its organization during the period of time Guarantor’s obligations hereunder remain in effect, including to the extent applicable, retaining such amounts in reserves or otherwise pursuant to a plan of liquidation or dissolution; provided, however, that notwithstanding the foregoing, in the event of liquidation or dissolution of Guarantor, the Guarantor shall have the right to deliver an irrevocable letter of credit issued by a regional or national bank and in a form reasonably acceptable to Purchaser and Guarantor, in the full amount of the then unused portion of the Cap. In addition to the foregoing, the following provisions shall apply with respect to the Guaranteed obligations:

(i)       The Guaranteed Obligations are not assignable by Guarantor.

(ii)        Purchaser may proceed and have right of action solely against any Guarantor and may grant relief or indulgence to any other party without such actions being or being deemed to be a release of the Guarantor's liability. 

(iii)       Guarantor shall have no rights of indemnification or subrogation against Seller unless and until the Agreement is performed to the satisfaction of Purchaser.  

(iv)       This Guaranty shall remain in full force and effect regardless of whether or not Seller continues to be owned in whole or in part by Guarantor.

(v)       Purchaser shall be entitled to payment of its reasonably and actual attorney’s fees incurred in enforcing the provisions of this Section 10.1(b) and otherwise in seeking to collect payment of the Guaranteed Obligations.

Guarantor hereby joins separately in this Agreement solely to evidence its agreement to be bound by and to comply with the provisions of this Section 10.1(b). The provisions of this Section 10.1(b) shall survive Closing.

(c)        In addition, and notwithstanding anything to the contrary herein, if any of the representations or warranties of Seller that survive Closing contained in this Agreement or in any of Seller’s Closing Documents is false or inaccurate, or if Seller is in breach or default of any of its obligations under this Agreement that survive Closing, and if such false or inaccurate representations or warranties or such other breach or default was actually known to Purchaser prior to Closing and Purchaser nevertheless closes on the purchase of the Properties, then Purchaser shall be deemed to have accepted and to have waived such breach or default, Seller shall have no

liability or obligation respecting such false or inaccurate representations or warranties or such other breach or default, and Purchaser shall have no cause of action with respect thereto. The parties agree that Purchaser shall be deemed to have actual knowledge of the information contained in the Diligence Materials listed on Exhibit 4.1(f). Seller shall notify Purchaser in writing of any breach of a representation or warranty set forth in this Agreement of which Seller has actual knowledge. Furthermore, except with respect to any covenants, representations or warranties set forth herein which are expressly to survive Closing hereunder, any and all covenants, representations and warranties contained in this Agreement shall merge in the deed and the other documents delivered at Closing and shall not survive Closing hereunder.

(d)       The terms and conditions of this Section 10.1 shall survive the Closing.

10.2         Purchaser’s Default. If Purchaser shall fail to close as and when set forth in this Agreement, Seller shall have the right to terminate this Agreement upon giving notice to Purchaser, in which event Seller shall be entitled to instruct the Escrow Agent to pay the Deposit (together with any interest earned thereon) to Seller as liquidated damages, and, after Seller has received the Deposit, both parties shall be relieved of and released from any further liability hereunder other than those obligations which expressly survive the termination of this Agreement. Furthermore, Seller agrees that in no event shall it be entitled to, seek or obtain any other damages of any kind, including, without limitation, consequential, speculative or punitive damages. Notwithstanding the foregoing, this Section 10.2 shall not limit Seller’s right and claim against Purchaser for any portion of the total Deposit which is not paid to Seller to the extent Seller is entitled thereto, or if Purchaser shall default in any obligations under this Agreement or be in breach of any indemnity that survives Closing (as opposed to any such breach or default of Purchaser’s obligations before Closing, for which Seller shall have no remedy other than with respect to Purchaser’s failure to close hereunder as set forth above in this Section 10.2). The terms and conditions of this Section 10.2 shall survive the Closing.

The parties agree that the Seller's actual damages would be difficult to ascertain and that the Deposit is the parties' best and good faith estimate of such damages and not a penalty.

Article XI
CASUALTY AND CONDEMNATION

11.1         Casualty. The risk of loss for damage to the Properties by fire or other Casualty (as defined below) shall remain will Seller until Closing. If, prior to the Closing, any Property or any portion thereof shall be damaged by fire or other casualty (a “Casualty”) such that, (i) a Tenant of such Premises shall have the right to terminate its Lease or abate, in full or in part, the payment of rent thereunder, or (ii) in the reasonable opinion of a contractor selected by Purchaser, the costs to repair the Casualty exceed two percent (2%) of the portion of the Purchase Price allocated to the applicable Property pursuant to Section 2.1 or, (iii) the time to restore the applicable Property to its condition as of the Effective Date would exceed one hundred fifty (150) days, or (iv) there is a material reduction in access to or parking for the applicable Property (in any such event, “Material Damage”), then Purchaser may elect, by written notice (such notice, a “Casualty Termination Notice”) to Seller within ten (10) Business Days after written notice from Seller of the occurrence of such Casualty, either to (a) proceed to Closing with respect to the damaged

Property, in which event, at Closing, Seller shall pay or assign to Purchaser Seller’s rights to all monies received or receivable by Seller, if any, in connection with any insurance maintained by Seller with regard to the damaged Premises as a result of such fire or casualty, and the purchase and sale contemplated by this Agreement shall take place in the manner described herein, with the Purchaser receiving a credit for any deductible or retention related to Seller’s insurance, and the amount of any underinsured or uninsured damage caused by such Casualty, or (b) terminate this Agreement as to the damaged Property only, in which event the Purchase Price payable at Closing shall be decreased by the amount allocated to the damaged Property pursuant to Section 2.1. In the event a Property suffers a Casualty that entitles Purchaser to terminate this Agreement, and Purchaser terminates this Agreement with respect to all Properties, Purchaser shall have the right to instruct the Escrow Agent to return the Deposit (together with any interest thereon) to Purchaser and, after Purchaser’s receipt of the Deposit, neither party shall have any further rights, obligations or liabilities hereunder with respect to the applicable Properties other than those obligations which expressly survive the termination of this Agreement. Notwithstanding the foregoing provisions of this Section 11.1, if Purchaser should elect to terminate this Agreement in the event of Material Damage to one or more but not all of the Properties, then within ten (10) Business Days of Seller’s receipt of a Casualty Termination Notice, Seller may elect by written notice to Purchaser to terminate this Agreement as to the remaining Properties, in which event the Deposit shall be refunded to Purchaser and Seller shall pay to Purchaser the Reimbursable Costs. If Purchaser fails to so provide a Casualty Termination Notice, Purchaser shall conclusively be deemed to have elected to proceed to Closing. If applicable, the Closing Date shall be extended in order to permit Purchaser the full 10-Business Day period in which to elect whether to proceed to Closing or terminate this Agreement. If, prior to the Closing, any Property or any portion thereof shall be damaged by fire or other that does not constitute Material Damage, then the parties shall proceed to Closing, in which event, at Closing, Seller shall pay or assign to Purchaser Seller’s rights to all monies received or receivable by Seller, if any, in connection with any insurance maintained by Seller with regard to the Property as a result of such Casualty, and the purchase and sale contemplated by this Agreement shall take place in the manner described herein, with the Purchaser receiving a credit for any deductible, self-insured, co-insured or underinsured amounts related to Seller’s insurance.

11.2         Condemnation. If, prior to the Closing, a Property or any portion thereof shall be taken by any governmental authority under a power or threat of eminent domain, such that there is a material reduction in access to or parking for the applicable Property, or any Required Tenant would have the right to terminate its Lease, Seller shall promptly notify Purchaser of the same in writing and then Purchaser may elect, by written notice to Seller no later than ten (10) Business Days following Purchaser’s receipt of written notice of such taking or pending action, including notice of any condemnation award payable in connection therewith, either to (a) proceed to Closing, in which event, at Closing, Seller shall assign Seller’s rights to any condemnation award to Purchaser, or (b) terminate this Agreement as to the affected Properties as provided in Section 11.1 above (and Seller shall have the same right to terminate this Agreement and pay to Purchaser the Reimbursable Costs as provided in Section 11.1 above). If Purchaser fails to provide such notice, Purchaser shall conclusively be deemed to have elected to proceed to Closing. If applicable, the Closing Date shall be extended in order to permit Purchaser the full 10-Business Day period in which to elect whether to proceed to Closing or terminate this Agreement.

Article XII
MISCELLANEOUS

12.1         OFAC. Purchaser represents, warrants and covenants to Seller that neither Purchaser nor to Purchaser’s knowledge, any of its members (including without limitation any (x) assignee of Purchaser under this Agreement, in accordance with its terms and conditions, or (y) members of any party described in (x) or (y) above, respectively) (i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control, Department of the Treasury (“OFAC”) pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (September 25, 2001) (the “Order”); (ii) is listed on any other list of terrorists or terrorist organizations maintained pursuant to the Order, the rules and regulations of OFAC or any other applicable requirements contained in any enabling legislation or other Executive Orders in respect of the Order (the Order and such other rules, regulations, legislation or orders are collectively called the “Orders”); (iii) is engaged in activities prohibited in the Order; or (iv) has been convicted, pleaded nolo contendere, indicted, arraigned or custodially detained on charges involving money laundering or predicate crimes to money laundering. Seller represents, warrants and covenants to Purchaser that neither Seller nor any of its members (a) is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order; (b) is listed on any other list of terrorists or terrorist organizations maintained pursuant to the Order, the rules and regulations of OFAC or any other applicable requirements contained in any enabling legislation or other Executive Orders in respect of the Order or Orders; (c) is engaged in activities prohibited in the Order or Orders; or (d) has been convicted, pleaded nolo contendere, indicted, arraigned or custodially detained on charges involving money laundering or predicate crimes to money laundering.

12.2         Notices. All notices or other communications required or provided to be sent by either party shall be in writing and shall be sent: (i) by United States Postal Service, certified mail, return receipt requested, (ii) by any nationally known overnight delivery service for next day delivery, (iii) by delivery in person, (iv) by e-mail in PDF format or its equivalent. In the event notice is given by e-mail (iv) in the immediately preceding sentence, then notice shall also be given by either (i), (ii) or (iii) in the immediately preceding sentence, except if receipt of such e-mail notice is acknowledged by its recipient by reply e-mail prior to 6:00 PM Eastern Time on the same day such e-mail notice is given. All notices shall be addressed to the parties at the addresses below:

All notices sent by mail and overnight delivery shall be deemed effectively given on receipt or if delivery is attempted on a Business Day and refused, on the date of such attempted delivery. In the event notice is given by electronic mail in PDF format or its equivalent, then notice shall be deemed effectively given on the date and time sent provided the original notice is sent in accordance with the additional delivery required pursuant to this Section 12.2. The attorneys for the parties are hereby specifically authorized to give and to receive notice on behalf of their respective client.

12.3          Expenses of Transaction. Each party shall be solely responsible for its own expenses in connection with the transactions contemplated hereby, except as otherwise expressly provided herein.

12.4          Broker. All negotiations relative to this Agreement and the purchase and sale of the Properties as contemplated by and provided for in this Agreement have been conducted by and between Seller and Purchaser without the intervention of any person or other party as agent or

broker. Seller and Purchaser warrant and represent to each other that there are and will be no broker’s commissions or fees payable in connection with this Agreement or the purchase and sale of the Properties by reason of their respective dealings, negotiations or communications. Seller and Purchaser do each hereby indemnify, defend and hold harmless the other from and against the claims, demands, actions and judgments of any and all brokers, agents, and other intermediaries alleging a commission, fee or other payment to be owing by reason of their claimed agency relationship with the indemnitor and relating to their dealings, negotiations or communications in connection with this Agreement or the purchase and sale of the Properties. The provisions of this section shall survive Closing or the termination of this Agreement.

12.5          Waiver of Trial by Jury. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH OF PURCHASER AND SELLER IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY DOCUMENT DELIVERED IN CONNECTION WITH THIS CONTRACT OR THE TRANSACTIONS CONTEMPLATED THEREBY.

12.6          Drafting Ambiguities; Interpretation; Captions. In interpreting any provision of this Agreement, no weight shall be given to, nor shall any construction or interpretation be influenced by, the fact that counsel for one of the parties drafted this Agreement, each party recognizing that it and its counsel have had an opportunity to review this Agreement and have contributed to the final form of same. Unless otherwise specified (a) whenever the singular number is used in this Agreement, the same shall include the plural, and the plural shall include the singular; (b) the words “consent” or “approve” or words of similar import, mean the prior written consent or approval of the party whose consent is required, (c) the words “include” and “including”, and words of similar import, shall be deemed to be followed by the words “without limitation”, and (d) the preamble and recitals to this Agreement, and all exhibits and schedules attached hereto, are incorporated herein by reference. The captions at the beginning of the sections in this Agreement are for convenience in locating the context but are not part of the context.

12.7          Business Days. The term “Business Day” or “business days” means any day other than Saturday, Sunday or a day on which banking institutions in Maryland are obligated or authorized by law or executive action to be closed to the transaction of normal banking business. Unless otherwise specified, in computing any period of time described herein, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included at, unless such last day is not a Business Day, then such date will be extended to the next Business Day.

12.8          Counterparts; Electronic Signature. This Agreement may be executed in counterparts, each of which shall constitute an original, but all together shall constitute one and the same Agreement. Electronic transmission of an original signature shall be deemed an original and shall be binding on the parties.

12.9          Governing Law; Venue. This Agreement is governed by the laws of the State of Maryland, without giving effect to its conflict of laws principles. Exclusive venue for any action

brought with respect to this Agreement shall lie in the State court for the jurisdiction in which the Property is located, or if applicable, in the United States District Court for the District of Maryland.

12.10          Severability. In the event any term or provision of this Agreement shall be held illegal, invalid, unenforceable or inoperative as a matter of law, the remaining terms and provisions of this Agreement shall not be affected thereby, but each such term and provision shall be valid and shall remain in full force and effect.

12.11          Entire Agreement; Modifications. This Agreement contains the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes any and all prior written or oral agreements or understanding pertaining to such matter to which either of the parties is a party to or beneficiary of. This Agreement may not be amended or modified, nor may any obligation hereunder be waived orally, and no such amendment or modification will be effective for any purpose unless it is in writing, signed by the party against whom enforcement thereof is sought.

12.12          Confidentiality. Purchaser and Seller agree to maintain the confidentiality of the terms and conditions of this Agreement, and the transactions contemplated hereunder, and neither shall disclose any such information without the consent of the other party, except as otherwise expressly provided for herein or as may be required by applicable law or for those disclosures reasonably necessary to be made to the Title Company, surveyors, investors, attorneys, accountants, lenders, engineers, agents and other consultants reasonably necessary to consummate the transactions contemplated hereby, or as otherwise required by law. Neither party shall release a press release regarding the transactions contemplated by this Agreement until Closing shall have occurred, without the prior written consent of the other party. The provisions of this Section 12.12 shall survive the termination of this Agreement.

12.13          Timing. Time is of the essence of this Agreement (other than with respect to such extension and cure rights that are expressly stated herein).

12.14          Invalidity and Waiver. If any portion of this Agreement is held invalid or inoperative, then so far as is reasonable and possible the remainder of this Agreement shall be deemed valid and operative, and, to the greatest extent legally possible, effect shall be given to the intent manifested by the portion held invalid or inoperative. The failure by either party to enforce against the other any term or provision of this Agreement shall not be deemed to be a waiver of such party's right to enforce against the other party by the same or any other such term or provision in the future.

12.15          Further Assurances. The parties hereto will promptly execute and deliver all instruments and documents and take all further action at the requesting party’s expense, as each party may reasonably request from time to time from the other in order to perfect and protect the various agreements and understandings of the respective parties hereto as set forth in this Agreement, and to further enable each party to exercise and enforce their respective rights and remedies as may be available at law or in equity to enforce the provisions of this Agreement and carry out the intent and purposes of the parties hereto. This provision shall survive Closing or any termination of this Agreement.

12.16          Assignment. Seller shall not directly or indirectly assign any of its rights or obligations under this Agreement. Purchaser may assign, in whole or in part, any of its rights or obligations under this Agreement, including the right to purchase any Property, to one or more affiliates, and Purchaser may delegate at the Closing the right to receive the Deed for any Property to one or more of its affiliates, provided. Purchaser shall notify Seller in writing of any proposed assignment or designation and provide a copy of the proposed assignment. Such assignment or designation shall not release Purchaser from its obligations under this Agreement. For purposes of this Section 12.16, “affiliate” shall mean any entity controlled by or under common control with, or which controls Purchaser (the term “control” for these purposes means the ability, whether by the ownership of shares or other equity interests, by contract or otherwise, to elect a majority of the directors of a corporation, to make management decisions on behalf of, or independently to select the managing partner of, a partnership, or otherwise to have the power independently to remove and then select a majority of those individuals exercising managerial authority over an entity, and control shall be conclusively presumed in the case of the ownership of fifty percent (50%) or more of the equity interests).

12.17          Several Obligations. All such entities comprising the “Seller” described in this Agreement shall have several, and not joint, liability for the obligations of the applicable Seller hereunder.

12.18          Section 1031 Exchange. Either party may consummate the purchase or sale (as applicable) of the Properties as part of a so-called like kind exchange (an “Exchange”) pursuant to § 1031 of the Code, provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging party’s obligations under this Agreement, (b) the exchanging party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary, (c) neither party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other party; and (d) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party had the exchanging party not consummated the transaction through an Exchange (such payment obligation shall survive Closing or any termination of this Agreement). Neither party shall by this Agreement or acquiescence to an Exchange desired by the other party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging party that its Exchange in fact complies with § 1031 of the Code.

12.19          Attorneys’ Fees. In the event of any litigation between Seller and Purchaser relating to or arising out of this Agreement, the prevailing party shall be entitled to recover from the nonprevailing party its actual and reasonable attorneys’ fees and costs at both the trial and appellate level.

12.20          No Personal Liability. No employee, officer, director, trustee, partner, member, shareholder, affiliate or other owner of Seller, or any investment manager or other agent of Seller, or such respective parties’ constituent employees, officers, directors, trustees, partners, members, shareholders, affiliates, investors or other owners, shall be personally liable or responsible for any duties, obligations or liabilities of the Seller hereunder or in any other

connection with the Property or this transaction. No employee, officer, director, trustee, partner, member, shareholder, affiliate or other owner of Purchaser, or any investment manager or other agent of Purchaser, or such respective parties’ constituent employees, officers, directors, trustees, partners, members, shareholders, affiliates, investors or other owners, shall be personally liable or responsible for any duties, obligations or liabilities of the Purchaser hereunder or in any other connection with the Property or this transaction. This Section 12.20 shall survive the Closing or the earlier termination of this Agreement.

12.21          Required State and County Disclosures. Purchaser acknowledges the disclosures set forth on Exhibit 12.21 attached hereto.

[SIGNATURES PAGE FOLLOWS]

Execution Version

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

[Signature Page to Purchase and Sale Agreement]

Execution Version

[Signature Page to Purchase and Sale Agreement]

Execution Version

JOINDER

The undersigned joins for the sole purpose of consenting to and agreeing to be bound by the provisions of Section 10.1(b) of this Agreement.

[Signature Page to Purchase and Sale Agreement]

Pursuant to Item 601(a)(5) of Regulation S-K, all schedules and exhibits have been omitted. The registrant will provide a copy of any omitted schedule or exhibit to the Securities and Exchange Commission or its staff upon request.

SCHEDULE OF EXHIBITS

Schedule of Exhibits, Page 1

 Exhibit A, Page 2

Pursuant to Item 601(a)(5) of Regulation S-K, all schedules and exhibits have been omitted. The registrant will provide a copy of any omitted schedule or exhibit to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 10.13

FIRST AMENDMENT TO

PURCHASE AND SALE AGREEMENT

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), is made as of the 22nd day of December, 2021, by and by and among WestFREIT Corp., a Maryland corporation (“Westridge Owner”), Damascus Centre, LLC, a New Jersey limited liability company (“Damascus Owner”), and Grande Rotunda, LLC, a Maryland limited liability company (“Rotunda Owner”; each also individually “Seller,” and collectively, “Seller”), and MCB Acquisition Company LLC, a Maryland limited liability company (“Purchaser”, which term shall also be deemed to include its permissible successors, assigns and designees).

RECITALS

A.       Seller and Buyer entered into that certain Purchase and Sale Agreement dated November 22, 2021 (the “Agreement”) for the purchase of three (3) properties located in Maryland described in the Agreement as the Westridge Property, the Damascus Property and the Rotunda Property, and as more particularly described in the Agreement.

B.       Seller and Buyer have agreed to amend the Agreement as set forth below in this Amendment.

NOW, THEREFORE, for and in consideration of the foregoing recitals, together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Purchaser and Seller hereby agree as follows:

1.         Incorporation of Recitals. The recitals set forth above are hereby incorporated into and made a part of this Amendment.

2.         Definitions. Capitalized terms used in this Amendment, unless otherwise defined herein, shall have the meanings set forth in the Agreement.

3.         Due Diligence. The Due Diligence Period set forth in Section 4.1 of the Agreement is hereby extended until 6:00 P.M. Eastern Time on December 23, 2021.

4.         Deposit. Seller and Purchaser agree that notwithstanding the terms of the Agreement, Purchaser shall not be obligated to fund the portion of the Deposit to be funded within three (3) Business Days after the expiration of the Due Diligence Period pursuant to Section 2.1(c) of the Agreement if Purchaser notifies Seller in writing prior to 6:00 P.M. Eastern Time on December 28, 2021 that it has elected to terminate the Agreement. The foregoing shall not be construed to render the Initial Deposit refundable to Purchaser except as expressly set forth in the Agreement.

5.         Full Force and Effect. Except as amended hereby, the Agreement remains unmodified and in full force and effect.

6.        Counterparts. This Amendment may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute a single agreement. A signature delivered via facsimile, email, or attachment to email shall be equally as effective as an original signature delivered in-person, via mail, or via any other means.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written.

[Signature Page to First Amendment to Purchase and Sale Agreement]

[Signature Page to First Amendment to Purchase and Sale Agreement]

EXHIBIT 10.14

SECOND AMENDMENT TO

PURCHASE AND SALE AGREEMENT

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), is made as of the 23rd day of December, 2021, by and by and among WestFREIT Corp., a Maryland corporation (“Westridge Owner”), Damascus Centre, LLC, a New Jersey limited liability company (“Damascus Owner”), and Grande Rotunda, LLC, a Maryland limited liability company (“Rotunda Owner”; each also individually “Seller,” and collectively, “Seller”), and MCB Acquisition Company LLC, a Maryland limited liability company (“Purchaser”, which term shall also be deemed to include its permissible successors, assigns and designees).

RECITALS

A.       Seller and Buyer entered into that certain Purchase and Sale Agreement dated November 22, 2021 (the “Original Agreement”), as amended by the First Amendment to Purchase and Sale Agreement dated December 22, 2021 (the “First Amendment”, and together with the Original Agreement, the “Agreement”) for the purchase of three (3) properties located in Maryland described in the Agreement as the Westridge Property, the Damascus Property and the Rotunda Property, and as more particularly described in the Agreement.

B.       The First Amendment extended the Due Diligence Period to 6:00 P.M. Eastern Time on December 23, 2021.

C.       Seller and Buyer have agreed to further amend the Agreement as set forth below in this Amendment.

NOW, THEREFORE, for and in consideration of the foregoing recitals, together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Purchaser and Seller hereby agree as follows:

1.       Incorporation of Recitals. The recitals set forth above are hereby incorporated into and made a part of this Amendment.

2.       Definitions. Capitalized terms used in this Amendment, unless otherwise defined herein, shall have the meanings set forth in the Agreement.

3.       Due Diligence. The Due Diligence Period set forth in Section 4.1 of the Agreement is hereby extended until 3:00 P.M. Eastern Time on December 28, 2021.

4.       Deposit. Seller and Purchaser agree that notwithstanding the terms of the Agreement, Purchaser shall be obligated to deposit the Additional Deposit with the Title Company on or before to 6:00 P.M. Eastern Time on December 28, 2021.

5.       Full Force and Effect. Except as amended hereby, the Agreement remains unmodified and in full force and effect.

6.       Counterparts. This Amendment may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall

constitute a single agreement. A signature delivered via facsimile, email, or attachment to email shall be equally as effective as an original signature delivered in-person, via mail, or via any other means.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written.

[Signature Page to Second Amendment to Purchase and Sale Agreement – MCB/Hekemian]

[Signature Page to Second Amendment to Purchase and Sale Agreement – MCB/Hekemian]

EXBHIBIT 10.15

THIRD AMENDMENT

TO

PURCHASE AND SALE AGREEMENT

THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), is effective as of December 28, 2021 (the “Effective Date”), by and among WestFREIT Corp., a Maryland corporation (“Westridge Owner”), Damascus Centre, LLC, a New Jersey limited liability company (“Damascus Owner”), and Grande Rotunda, LLC, a Maryland limited liability company (“Rotunda Owner”; each also individually “Seller,” and collectively, “Seller”); and MCB Acquisition Company LLC, a Maryland limited liability company (“Purchaser”).

W I T N E S S E T H:

A.       Seller and Purchaser entered into that certain Purchase and Sale Agreement dated November 22, 2021 (the “Original Agreement”), as amended by the First Amendment to Purchase and Sale Agreement dated December 22, 2021 (the “First Amendment”), and as further amended by the Second Amendment to Purchase and Sale Agreement dated as of December 23, 2021 (the Second Amendment”, and together with the Original Agreement and the First Amendment, the “Agreement”) for the purchase of three (3) properties located in Maryland described in the Agreement as the Westridge Property, the Damascus Property and the Rotunda Property, and as more particularly described in the Agreement.

B.       The First Amendment extended the Due Diligence Period to 6:00 P.M. Eastern Time on December 23, 2021, and the Second Amendment further extended the Due Diligence Period to 3:00 P.M. Eastern Time on December 28, 2021.

C.       Seller and Purchaser have agreed to further amend the Agreement as set forth below in this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants of Seller and Purchaser set forth below and for other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, Seller and Purchaser agree as follows:

1.         Incorporation of Recitals. The recitals set forth above are hereby incorporated into and made a part of this Amendment.

2.        Definitions. Unless otherwise expressly provided herein, all capitalized terms not expressly defined herein shall have the same meanings ascribed to such terms in the Agreement.

3.       Amendment of Purchase Price. Section 2.1(a) of the Agreement is hereby deleted in its entirety and replaced with the following:

“2.1 Purchase Price.

(a)       The purchase price for the Properties (the “Purchase Price”) shall be Two Hundred Forty-Eight Million Seven Hundred Fifty Thousand Two Hundred Sixty Nine and 40/100 Dollars ($248,750,269.40) which shall be allocated among the Properties as follows:

4.           Amendment to Closing Date. The Closing Date set forth in Section 3.1 of the Original Agreement is hereby amended to mean the earlier of (a) the date that is five (5) Business Days after Seller’s delivery of the Required Estoppel Certificates pursuant to Section 7.9 of the Original Agreement and (b) January 14, 2021. Any provisions of the Agreement to the contrary notwithstanding, Seller shall have no further right to extend the Closing Date beyond January 14, 2021.

5.           Deposit of Funds in the Post-Closing Lease Escrows. Seller and Purchaser agree that the first sentence of Section 2.2(a) of the Original Agreement is hereby amended by deleting the phrase “At Closing, a portion of the Purchase Price shall be held in escrow (the “Post-Closing Lease Escrow”) by the Escrow Agent” and substituting in lieu thereof “At Closing Purchaser shall deposit in escrow (the “Post Closing Lease Escrow”) with the Escrow Agent,” such that Purchaser, in lieu of Seller, shall be obligated to deposit in the Post-Closing Lease Escrow the following amounts for each of the Properties:

In addition, the form of agreement attached hereto as Exhibit A is hereby approved and shall serve as the Tenant Escrow Agreement for the Rotunda Property for purposes of the Agreement, and will serve as the basis for the form of Tenant Escrow Agreement for the Westridge Property and the Damascus Property, with all references to, and provisions for the benefit of, the “Lender” deleted.

6.            Expiration of the Due Diligence Period. Purchaser acknowledges and agrees that effective as of the Effective Date, the Due Diligence Period, which was extended pursuant to the First Amendment and the Second Amendment, is hereby expired.

7.           Full Force and Effect. Except as amended hereby, the Agreement remains unmodified and in full force and effect.

8.           Counterparts. This Amendment may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute a single agreement. A signature delivered via facsimile, email, or attachment to email shall be equally as effective as an original signature delivered in-person, via mail, or via any other means.

[SIGNATURE PAGES FOLLOW]

2

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written.

[Signatures Continue on Following Page]

[Signature Page to Third Amendment to Purchase and Sale Agreement – MCB/Hekemian]

[Signature Page to Third Amendment to Purchase and Sale Agreement – MCB/Hekemian]

Exhibit A

Form of Post-Closing Escrow Agreement

EXHIBIT 10.16

CLOSING AND ESCROW AGREEMENT

THIS CLOSING AND ESCROW AGREEMENT (this “Agreement”), is effective as of December 30, 2021 (the “Effective Date”), by and among WestFREIT Corp. (“Westridge Owner”), Damascus Centre, LLC (“Damascus Owner”), and Grande Rotunda, LLC (“Rotunda Owner”; each also individually and collectively “Seller”; and MCB Acquisition Company LLC (“Purchaser”).

WITNESSETH:

A.       Seller and Purchaser entered into that certain Purchase and Sale Agreement dated November 22, 2021 (the “Original Agreement”), as amended by First Amendment to Purchase and Sale Agreement dated December 22, 2021 (the “First Amendment”), by Second Amendment to Purchase and Sale Agreement dated as of December 23, 2021 (the Second Amendment”), and by Third Amendment to Purchase and Sale Agreement dated as of December 28, 2021 (the Third Amendment”) (such Original Agreement, First Amendment, Second Amendment, Third Amendment and this Agreement hereinafter collectively the “Agreement”), pertaining to the purchase and sale of three (3) properties located in Maryland and described in the Agreement as the Westridge Property, the Damascus Property and the Rotunda Property, all as more particularly described in the Agreement.

B.       Seller and Purchaser have agreed, among other things, to bifurcate settlement of the transaction into more than one closing and to provide for an escrow of certain funds to address a certain tenant issue at one of the Properties, all as set forth hereinbelow.

NOW, THEREFORE, in consideration of the mutual covenants of Seller and Purchaser set forth below, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, Seller and Purchaser agree as follows:

1.       Incorporation of Recitals. The recitals set forth above are hereby incorporated into and made a part of this Agreement.

2.       Definitions. Unless otherwise expressly provided herein, all capitalized terms not expressly defined herein shall have the meanings ascribed to such terms in the Agreement.

3.       Amendment to Closing Date. The Closing Date, as established in the Original Agreement and amended in the Third Amendment, is hereby further amended to occur (i) with regard to the Rotunda Property and, if mutually agreed by the Seller and Purchaser, the Westridge Property (in either case, the “First Closing Property”), on December 30, 2021 (the “First Closing Date”), and (ii) with regard to the remaining Property beyond the First Closing Property which is not closed on the First Closing Date (the “Second Closing Property”), on that date established as the Closing Date in Section 4 of the Third Amendment (the “Second Closing Date”).

4.      Application of the Purchase Price. The portions of the Purchase Price (modified and set forth in Section 3 of the Third Amendment) to apply to the First Closing Property on the First Closing Date, and to apply to the Second Closing Property on the Second Closing Date, shall be in

accordance with the allocations of the Purchase Price set forth in such Section 3 of the Third Amendment (amending Section 2.1(a) of the Original Agreement).

5.       Application of the Deposit. Notwithstanding anything to the contrary in the Agreement, the Deposit under the Agreement (posted as contemplated in Section 4 of the Second Amendment) shall not be applied and credited toward the portion of the Purchase Price for the First Closing Property on the First Closing Date, but shall rather remain in escrow in full, according to the terms of the Agreement, to be applied and credited toward the portion of the Purchase Price for the Second Closing Property on the Second Closing Date. All other provisions regarding the application, payment, return and/or forfeiture of the Deposit in the Agreement shall be remain unchanged.

6.       Application of Agreement to Closings. All terms, covenants, conditions and liabilities of the Seller and the Purchaser under the Agreement (collectively the “Obligations”) shall apply to all of the Property under the Agreement in the same manner as set forth prior to the effectiveness of this Agreement (and notwithstanding the bifurcation of the Closing Date provided herein). Notwithstanding the foregoing, those portions of the Obligations set forth in the Agreement as applicable after the Closing Date (including but not limited to representations and warranties set forth in Sections 6.1 and 6.2 of the Original Agreement, the apportionments described in Section 8.1 of the Original Agreement, the Survival Period and Cap set forth in Section 10.1 of the Original Agreement, and the like) shall be applied and applicable, with regard to the First Closing Property, after the First Closing Date, and shall be applied and applicable, with regard to the Second Closing Property, after the Second Closing Date.

7.      Escrow Funds. The parties acknowledge that a tenant at the Rotunda Property, the Association of Universities for Research in Astronomy (the “Space Telescope Tenant”), under Lease dated 6/1/2015 and amended 7/19/2016, 3/30/2017, 4/23/2019 and 5/31/20 (the “Space Telescope Lease”), has raised a claim for certain reimbursements of space improvement costs that are in dispute by the Rotunda Owner as landlord under the Space Telescope Lease. As security for resolution of such dispute, the Seller has agreed to place in escrow with the Escrow Agent a portion of the proceeds of the Purchase Price in the amount of $90,000.00 (the “STT Escrow Funds”) as security for resolution of such dispute with the Space Telescope Tenant. The parties agree to cooperate together and work in good faith to resolve such dispute, to the reasonable satisfaction of the Seller and the Purchaser, as promptly as possible after closing on the purchase and sale of the Rotunda Property on the First Closing Date. In the event that such dispute is not resolved within sixty (60) days after the First Closing Date, the Purchaser shall be entitled to receipt of such escrowed funds and to apply such funds toward resolution of the dispute. Any such application of any portion of the funds by the Purchaser towards resolution of the dispute shall be subject to the approval of the Seller (such approval not to be unreasonably withheld, conditioned or delayed). The Seller shall be entitled to (i) return of any of the STT Escrow Funds which are ultimately not applied toward final resolution of the dispute which is effectuated with the Space Telescope Tenant, and (ii) in all events, a return of any STT Escrow Funds which remain in escrow with the Escrow Agent one hundred and eighty (180) days after the First Closing Date. The parties agree, promptly after the First Closing Date, to enter into any reasonable separate agreement covering such holding and disbursement of the STT Escrow Funds that may be required by the Escrow Agent.

8.       Required Estoppels. The parties acknowledge that one or more of the Required Estoppel Certificates from certain Required Tenants may not have been delivered in connection with the First Closing Property on the First Closing Date as required by Section 7.9 of the Original Agreement. In such event, the Seller agrees that (i) the Seller’s Obligations regarding the delivery of such Required Estoppel Certificates (including Seller’s obligation to use good faith and commercially reasonable efforts to obtain them) shall continue after the First Closing Date, and (ii) until actual delivery of such Required Estoppels, the Seller shall be deemed to have made such Required Estoppel Certificates, in the form most recently requested from the applicable Required Tenants, as additional representations and warranties under Section 6.1 of the Original Agreement, but as qualified to the Seller’s knowledge in all respects. For purposes of clarification of the foregoing clause (i) in this provision, the parties acknowledge and agree that an estoppel certificate has been delivered from the Required Tenant known as “Brick Bodies”, but such estoppel certificate has not yet satisfied the requirements of a Required Estoppel Certificate from such Required Tenant. In addition, for purposes of clarification of clause (ii) above in this provision, the representations and warranties of the Seller with regard to the Required Tenant Estoppels shall be treated as Guaranteed Obligations under Section 10.1(b) of the Original Agreement and subject to the Basket, Cap and Survival Period under Section 10.1(a) of the Original Agreement. Upon delivery of the Required Tenant Estoppels as executed by the Required Tenants, and in all events upon expiration of the Survival Period (regardless of whether or not the Required Estoppel Certificates as executed by the Required Tenants have been delivered at such time), the additional representations and warranties created by this provision shall have expired and been extinguished, with any further Obligations of the Seller with respect thereto being deemed waived and released.

9.       Full Force and Effect. Except as amended hereby, the Agreement remains unmodified and in full force and effect, binding on the parties according to its terms.

10.       Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute a single agreement. A signature delivered via facsimile, email, or attachment to email shall be equally as effective as an original signature delivered in-person, via mail, or via any other means.

[SIGNATURE PAGES FOLLOW]

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

[Signatures Continue on Following Page]

EXHIBIT 10.17

CLOSING AGREEMENT

THIS CLOSING AGREEMENT (this “Agreement”), is effective as of January 7, 2022 (the “Effective Date”), by and among WestFREIT Corp. (“Westridge Owner”), Damascus Centre, LLC (“Damascus Owner”), and Grande Rotunda, LLC (“Rotunda Owner”; each also individually and collectively “Seller”; and MCB Acquisition Company LLC (“MCB”), MCB Westridge LLC (“MCB Westridge”), MCB Damascus LLC (“MCB Damascus”), and MCB Rotunda Owner LLC (“MCB Rotunda”; also individually and collectively, “Purchaser”).

WITNESSETH:

A.       Seller and MCB entered into that certain Purchase and Sale Agreement dated November 22, 2021 (the “Original Agreement”), as amended by First Amendment to Purchase and Sale Agreement dated December 22, 2021 (the “First Amendment”), by Second Amendment to Purchase and Sale Agreement dated as of December 23, 2021 (the Second Amendment”), by Third Amendment to Purchase and Sale Agreement dated as of December 28, 2021 (the Third Amendment”), by Closing and Escrow Agreement dated as of December 30, 2021 (the “Closing Agreement”), and as assigned in part to each of MCB Westridge, MCB Rotunda and MCB Westridge pursuant to that certain Assignment of Purchase and Sale Agreement as of December 30, 2021 (the “Assignment”; such Original Agreement, First Amendment, Second Amendment, Third Amendment, Closing Agreement, Assignment and this Agreement hereinafter collectively the “Purchase Agreement”), pertaining to the purchase and sale of three (3) properties located in Maryland and described in the Purchase Agreement as the Westridge Property, the Damascus Property and the Rotunda Property, all as more particularly described in the Purchase Agreement.

B.       Seller and Purchaser agreed in the Closing Agreement, among other things, to bifurcate settlement of the transaction into more than one closing.

C.       The Closing for the First Closing Property (the Rotunda Property) occurred on December 30, 2021.

D.       The parties are contemplating closing on the Westridge Property and possibly the Damascus Property on the Effective Date, subject to the terms and provisions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants of Seller and Purchaser set forth below, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, Seller and Purchaser agree as follows:

1.       Incorporation of Recitals. The recitals set forth above are hereby incorporated into and made a part of this Agreement.

2.       Definitions. Unless otherwise expressly provided herein, all capitalized terms not expressly defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

3.       Amendment to Closing Date. The Closing Date for the Westridge Property and the

Damascus Property shall be the Effective Date; provided, however in the event the Closing for the Damascus Property shall not have occurred on the Effective Date because of the failure to receive a Tenant Estoppel Certificate from Safeway, then the Closing Date for the Damascus Property (the “Third Closing Property” shall be that date as established in Section 4 of the Third Amendment (hereinafter, the “Third Closing Date”).

4.       Application of the Purchase Price. The portions of the Purchase Price (modified and set forth in Section 3 of the Third Amendment) to apply to the Second Closing Property on the Second Closing Date, and to apply to the Third Closing Property on the Third Closing Date, shall be in accordance with the allocations of the Purchase Price set forth in such Section 3 of the Third Amendment (amending Section 2.1(a) of the Original Agreement).        

5.       Application of the Deposit. In the event the Closing on the Damascus Property is deferred until the Third Closing Date, then an amount equal to $2,500,000 of the Deposit under the Purchase Agreement (posted as contemplated in Section 4 of the Second Amendment) shall continue to be held in escrow by the Escrow Agent to be applied and credited toward the portion of the Purchase Price for the Closing on the Damascus Property. All other provisions regarding the application, payment, return and/or forfeiture of the Deposit in the Agreement shall be remain unchanged.

6.       Application of Agreement to Closings. All terms, covenants, conditions and liabilities of the Seller and the Purchaser under the Agreement (collectively the “Obligations”) shall apply to all of the Property under the Agreement in the same manner as set forth prior to the effectiveness of this Agreement (and notwithstanding the bifurcation of the Closing Date provided in the Closing Agreement and herein). Notwithstanding the foregoing, those portions of the Obligations set forth in the Purchase Agreement as applicable after the Closing Date (including but not limited to representations and warranties set forth in Sections 6.1 and 6.2 of the Original Agreement, the apportionments described in Section 8.1 of the Original Agreement, the Survival Period and Cap set forth in Section 10.1 of the Original Agreement, and the like) shall be applied and applicable, with regard to the First Closing Property, after the First Closing Date, with regard to the Second Closing Property, after the Second Closing Date, and with regard to the Third Closing Property after the Third Closing Date.

7.       Required Estoppels; CAM, Tax and Insurance Reconciliations. The parties acknowledge that one or more of the Required Estoppel Certificates from certain Required Tenants and the Remaining Estoppel Certificates have not been delivered of the Effective Date as required by Section 7.9 of the Original Agreement. Seller agrees that (i) the Seller’s Obligations regarding the delivery of such Required Estoppel Certificates (including Seller’s obligation to use good faith and commercially reasonable efforts to obtain them) shall continue after the Second Closing Date and/or the Third Closing Date, if applicable, and (ii) until actual delivery of such Required Estoppel Certificates, Seller shall be deemed to have made such Required Estoppel Certificates, in the form most recently requested from the applicable Required Tenants and with respect to the Remaining Estoppel Certificates, as additional representations and warranties under Section 6.1 of the Original Agreement, but as qualified to the Seller’s knowledge in all respects. In addition, for purposes of clarification of clause (ii) above in this provision, the representations and warranties of the Seller with regard to the Required Tenant Estoppel Certificates shall be treated as Guaranteed Obligations

under Section 10.1(b) of the Original Agreement and subject to the Basket, Cap and Survival Period under Section 10.1(a) of the Original Agreement. Upon delivery of the Required Tenant Estoppel Certificates as executed by the Required Tenants, and in all events upon expiration of the Survival Period (regardless of whether or not the Required Estoppel Certificates have been delivered at such time), the additional representations and warranties created by this provision shall have expired and been extinguished, with any further Obligations of the Seller with respect thereto being deemed waived and released. Seller further acknowledges and agrees that United Bank shall be entitled to rely on the provisions of this Section 5 with respect to and only to the Damascus Property.

For purposes of clarification of the foregoing clause (i) in this provision, the parties acknowledge and agree that an estoppel certificate has been delivered from the Required Tenant known as “Advance Auto Parts” with respect to the Damascus Property, which notes that the 2019 and 2020 common area maintenance, tax and insurance reconciliations remain outstanding. Seller covenants and agrees to provide any and all such reconciliations, together with the 2021 reconciliation, to Advance Auto and all other tenants for all Properties, to the extent the same have not yet been provided, within not more than ninety (90) days from and after the applicable Closing Date for each Property. Seller further covenants and agrees that Seller shall remain responsible for the payment of any overpayments due to any tenant and for any audit costs incurred by Purchaser with respect to such matters, which obligations shall survive Closing.

8.       Full Force and Effect. Except as amended hereby, the Purchase Agreement remains unmodified and in full force and effect, binding on the parties according to its terms.

9.       Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute a single agreement. A signature delivered via facsimile, email, or attachment to email shall be equally as effective as an original signature delivered in-person, via mail, or via any other means.

[SIGNATURE PAGES FOLLOW]

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

[Signatures Continue on Following Page]

EXHIBIT 21

SUBSIDIARIES OF REGISTRANT

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements of First Real Estate Investment Trust of New Jersey, Inc. on Form S-8 (Nos. 333-79555, 333-142675, 333-201922, and 333-224712) of our report dated January 28, 2022, on our audits of the consolidated financial statements and financial statement schedule as of October 31, 2021 and 2020 and for each of the years in the three-year period ended October 31, 2021, which report is included in this Annual Report on Form 10-K to be filed on or about January 28, 2022.

/s/ EisnerAmper LLP

EISNERAMPER LLP

Iselin, New Jersey

January 28, 2022

EXHIBIT 31.1

CERTIFICATION

I, Robert S. Hekemian, Jr., certify that:

1.            I have reviewed this report on Form 10-K of First Real Estate Investment Trust of New Jersey, Inc.;

2.            Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.            Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.             The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.            The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

EXHIBIT 31.2

CERTIFICATION

I, Allan Tubin, certify that:

1.              I have reviewed this report on Form 10-K of First Real Estate Investment Trust of New Jersey, Inc.;

2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.              Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.              The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.              The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of First Real Estate Investment Trust of New Jersey, Inc. (the “Company”) on Form 10-K for the year ended October 31, 2021 (the “Report”), I, Robert S. Hekemian, Jr., President and Chief Executive Officer of the Company, do hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of First Real Estate Investment Trust of New Jersey, Inc. (the “Company”) on Form 10-K for the year ended October 31, 2021 (the “Report”), I, Allan Tubin, Chief Financial Officer and Treasurer of the Company, do hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: