8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 27, 2010

Grubb & Ellis Apartment REIT, Inc.

(Exact name of registrant as specified in its charter)

Maryland	000-52612	20-3975609
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

1551 N. Tustin Avenue, Suite 300, Santa
Ana, California	92705
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 714-667-8252

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

TABLE OF CONTENTS

EX-10.1

EX-10.2

EX-10.3

EX-10.4

EX-10.5

EX-10.6

EX-10.7

EX-10.8

EX-10.9

EX-10.10

Item 1.01 Entry into a Material Agreement.

On August 27, 2010, Grubb & Ellis Apartment REIT, Inc. (the “Company”), through Grubb & Ellis Apartment REIT Holdings, L.P., the Company’s operating partnership (the “OP”), entered into definitive agreements to acquire nine multifamily apartment properties, containing 2,676 units, from affiliates of MR Holdings, LLC (“MR Holdings”) and to acquire substantially all of the assets, including property management agreements, of Mission Residential Management, LLC, which is the property manager of 41 properties, including the nine properties under contract for purchase, containing a total of approximately 12,000 units.

Acquisition of Nine Multifamily Properties

The OP entered into a purchase and sale agreement to acquire one property, which is owned by a limited partnership for which an affiliate of MR Holdings serves as general partner, in exchange for total consideration valued at $19.9 million, including approximately $5.8 million in cash and the satisfaction, with a new loan, of $14.1 million of mortgage indebtedness.

The OP entered into purchase and sale agreements to acquire eight properties that are owned by Delaware Statutory Trusts (each a “DST”) for which an affiliate of MR Holdings serves as trustee in exchange for total consideration valued at $157.8 million, including approximately $33.2 million of limited partnership interests in the OP (“OP Units”), with each OP Unit valued at $9.00 per unit, and the assumption of approximately $124.6 million of in-place mortgage indebtedness encumbering the properties.

We also anticipate paying an acquisition fee of 3.0% of the purchase price of each of these nine properties to our advisor, Grubb & Ellis Apartment REIT Advisor, LLC, and one of its affiliates.

The closing of these property acquisitions is subject to receipt of lender consents and various other closing conditions, including registration of the OP units issuable as part of the consideration for the DST property acquisitions and other customary closing conditions. There is no assurance that these conditions will be satisfied. Failure to satisfy closing conditions could delay or prevent the closing of some or all of these acquisitions.

The foregoing summary descriptions of the material terms of the nine purchase and sale agreements are qualified in their entirety by the actual terms of the agreements, copies of which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, and 10.9 to this Current Report on Form 8-K, which are incorporated herein by reference.

Tax Protection Agreements

The acquisition of each of the eight properties that are owned by DSTs are intended to be treated for federal income tax purposes as a nontaxable contribution of the properties by the relevant DST investors to the OP in exchange for OP Units. In connection with these transactions, the Company and the OP will enter into tax protection agreements with the existing DST investors who are contributing their interests in exchange for OP Units at the closing of the acquisitions. These agreements are intended to protect the existing DST investors against receiving a special allocation of taxable gain upon a future disposition by the OP of the property.

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The tax protection agreements will obligate the OP to use commercially reasonable efforts to dispose of the property in a transaction in which no gain is required to be recognized for federal income tax purposes (for example, a section 1031 exchange or a tax-free partnership merger or contribution), and will require the OP to indemnify the DST owners for whom gains (other than foreclosure related gains) are triggered under certain circumstances. This obligation will terminate on the seventh anniversary of the closing of the acquisition, but will earlier terminate with respect to an existing DST owner on the date on which such existing DST owner ceases to own, in the aggregate, 20% or more of the OP Units issued in respect of such DST owner’s interest in the property.

When there is a reduction in a partner’s share of partnership liabilities that exceeds the partner’s adjusted tax basis in the partnership, the partner will recognize taxable gain. The tax protection agreements also will require the OP to notify each existing DST investor if the OP intends to repay, retire, refinance or otherwise reduce (other than scheduled amortization or repayment) the amount of the liabilities with respect to a property in a manner that would cause such holder to recognize gain for federal income tax purposes. In addition, the tax protection agreements will require the OP to cooperate with such holder to arrange a special allocation of other OP liabilities to the holder in an amount sufficient to avoid causing such holder to recognize gain as a result of the reduction of the OP’s liabilities.

Acquisition of Mission Residential Property Management Business

On August 27, 2010, the OP, through a taxable REIT subsidiary, entered into an asset purchase agreement to acquire substantially all of the assets, including workforce in place and the assignment and assumption of the property management agreements with respect to all of the MR Holdings properties, of Mission Residential Management, LLC, an affiliate of MR Holdings, which is the property manager of 41 multifamily apartment properties containing approximately 12,000 units, including the properties that the Company has contracted to purchase, for aggregate consideration consisting of $5.5 million of cash plus the assumption of certain liabilities and other payments totalling approximately $1.5 million. At the closing of the transaction, each of the property management agreements with respect to the properties that the Company has not acquired will be amended immediately before it is assigned to the Company’s taxable REIT subsidiary to provide for payment of a termination fee to the Company’s taxable REIT subsidiary in the event the property management agreement is terminated by the lessee of the property under its master lease structure other than for cause, is not extended by the lessee or is terminated by the manager without good reason. The termination fee provision will survive for five years after the closing. The termination fee will not be payable if a property management agreement is terminated as a result of the Company’s acquisition of the managed property. The obligations of the lessees of the properties to pay these termination fees will be guaranteed by MR Holdings and by Mission Residential Holdings, LLC, an affiliate of MR Holdings.

As part of the transaction, the OP’s taxable subsidiary will hire approximately 300 employees of Mission Residential Management and MR Holdings and will assume an office lease for the office space in Oakton, Virginia where MR Holdings conducts its asset management operations.

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In connection with the acquisition of Mission Residential Management’s property management business, the OP or its taxable subsidiary will also enter into certain ancillary agreements with affiliates of MR Holdings, including but not limited to:

• a consulting and transition services agreement with an affiliate of MR Holdings pursuant to which the Company will pay such affiliate up to $1.2 million for certain consulting and transition services rendered in connection with the transactions;

• an asset management agreement pursuant to which the OP will assume asset management and investor relations responsibilities for the MR Holdings properties that the OP has not acquired;

• intellectual property assignments; and

• other customary closing agreements, instruments and certificates.

The asset purchase agreement contains customary representations and warranties relating to the property management business and purchased assets and contains covenants on the part of the seller that include a covenant to operate the property management business prior to the closing only in the ordinary course of business. Following closing, the seller and certain of its affiliates are required to indemnify, defend and hold harmless the buyer and its affiliates, subject to certain limitations, against losses, claims and liabilities that arise out of breaches of representations and warranties, breaches of covenants and liabilities that the buyer is not agreeing to assume, including pre-closing liabilities. The closing of the acquisition of the Mission residential property management business is subject to various closing conditions, including lender consents to the amendment and the assignment and assumption of the property management agreements and various other customary closing conditions. There is no assurance that all of these conditions will be satisfied. Failure to satisfy closing conditions could delay or prevent the closing of this acquisition.

The foregoing summary description of the material terms of the asset purchase agreement is qualified in its entirety by the actual terms of the asset purchase agreement, a copy of which is filed as Exhibit 10.10 to this Current Report on Form 8-K, which are incorporated herein by reference.

In reviewing the agreements included as exhibits to this Current Report on Form 8-K, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

• should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

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• have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

• may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

• were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Current Report and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

NEITHER THIS CURRENT REPORT ON FORM 8-K NOR ANY OF THE ATTACHED EXHIBITS IS AN OFFER TO SELL NOR A SOLICITATION OF OFFERS TO BUY ANY SECURITIES DESCRIBED IN THIS REPORT OR THE ATTACHED EXHIBITS.

Forward-Looking Statements

The Company’s statements contained in this current report that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may differ materially from those included in the forward-looking statements. The Company intends those forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and the Company is including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, intentions and expectations, are generally identifiable by use of the words “expect,” “project,” “may,” “will,” “should,” “could,” “would,” “intend,” “plan,” “propose,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “potential” or the negative of such terms and other comparable terminology. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could cause actual events in the future to differ from the forward-looking statements contained in this report relating to the proposed transactions described in the report include, but are not limited to:

• material adverse changes in the business or assets of MR Holdings, Mission Residential Management or their properties;

• material adverse changes in the business, assets or financial condition of the Company that prevent the Company from being able to close the proposed transactions;

• inability of the parties to obtain all consents and approvals that are required to complete the proposed transactions, including lender consents and regulatory approvals;

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• legal or regulatory proceedings that prevent the parties from being able to complete the proposed transactions; or

• the Company’s inability to raise sufficient funds to close the transactions.

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Item 9.01. Exhibits and Financial Statements.

In reviewing the agreements included as exhibits to this Current Report on Form 8-K, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

• should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

• have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

• may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

• were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Current Report and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

d. Exhibits:

10.1	Asset Purchase Agreement, dated August 27, 2010, by and among MR Property Management, LLC, Mission Residential Management, LLC, MR Holdings, LLC and Christopher C. Finlay
10.2	Purchase and Sale Agreement, dated August 27, 2010, by and between Mission Tanglewood, DST and Grubb & Ellis Apartment REIT Holdings, L.P.
10.3	Purchase and Sale Agreement, dated August 27, 2010, by and between Mission Capital Crossing, DST and Grubb & Ellis Apartment REIT Holdings, L.P.
10.4	Purchase and Sale Agreement, dated August 27, 2010, by and between Mission Barton Creek, DST and Grubb & Ellis Apartment REIT Holdings, L.P.
10.5	Purchase and Sale Agreement, dated August 27, 2010, by and between Mission Briley Parkway, DST and Grubb & Ellis Apartment REIT Holdings, L.P.

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10.6	Purchase and Sale Agreement, dated August 27, 2010, by and between Mission Preston Wood, DST and Grubb & Ellis Apartment REIT Holdings, L.P.
10.7	Purchase and Sale Agreement, dated August 27, 2010, by and between Mission Battleground Park, DST and Grubb & Ellis Apartment REIT Holdings, L.P.
10.8	Purchase and Sale Agreement, dated August 27, 2010, by and between Mission Mayfield Downs, DST and Grubb & Ellis Apartment REIT Holdings, L.P.
10.9	Purchase and Sale Agreement, dated August 27, 2010, by and between Mission Brentwood, DST and Grubb & Ellis Apartment REIT Holdings, L.P.
10.10	Purchase and Sale Agreement, dated August 27, 2010, by and between Mission Rock Ridge, L.P. and Grubb & Ellis Apartment REIT Holdings, L.P.

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SIGNATURES

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

August 31, 2010	Grubb & Ellis Apartment REIT, Inc.
	By:	/s/ Stanley J. Olander, Jr.
	Name:  Stanley J. Olander, Jr.
	Title:    Chief Executive Officer

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EX-10.1

Exhibit 10.1

ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 27, 2010, by and among MR PROPERTY MANAGEMENT, LLC, a Delaware limited liability company (“Buyer”), MISSION RESIDENTIAL MANAGEMENT, LLC, a Virginia limited liability company (“Seller”), MR HOLDINGS, LLC, a Virginia limited liability company (“MR Holdings”), for purposes of Article IX only, FORWARD CAPITAL, LLC, a Delaware limited liability company (the “Parent”), and for purposes of Article V only, CHRISTOPHER C. FINLAY, an individual resident of the Commonwealth of Virginia (“Principal”). Buyer, Seller, MR Holdings, Parent and Principal are sometimes collectively referred to herein as the “Parties” and individually referred to herein as a “Party.”

RECITALS:

     A. Seller is engaged in the business of providing property management and related services (the “Services”) for multi-unit residential real estate properties owned or leased by affiliates of Seller (the “Business”).

     B. Subject to the terms and conditions set forth in this Agreement, Seller desires to sell, assign, transfer, convey and deliver to Buyer, and Buyer desires to purchase and acquire from Seller, substantially all of the assets, properties and rights of Seller used in, arising out of or otherwise related to the Business, and to assume certain specified liabilities of Seller.

     NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows.

ARTICLE I

DEFINITIONS

     Section 1.01 Definitions. For purposes of this Agreement (including the Schedules), the following terms shall have the meanings set forth below:

     “Accounts Receivable” has the meaning set forth in Section 2.04(b).

     “Accounting Methods” means the accounting principles and practices set forth on Exhibit A attached hereto.

     “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. For purposes of this definition, “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

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     “Agreement” has the meaning set forth in the preamble to this Agreement.

     “Asset Management Agreement” means the Asset Management Agreement to be entered into on the Closing Date by each of the parties named therein in substantially the form attached hereto a Exhibit B.

     “Assignment and Assumption Agreement” has the meaning set forth in Section 4.03(a).

     “Assumed Contracts” means: (i) all Contracts listed on Schedule 2.02(b); (ii) all Contracts entered into by Seller between the date of this Agreement and the Closing Date that Buyer agrees in writing to assume; and (iii) the Personal Property Leases; provided, however, that Assumed Contracts shall not include Excluded Contracts.

     “Assumed Liabilities” has the meaning set forth in Section 2.04.

     “Audit Inquiry Letter” has the meaning set forth in Section 7.14.

     “Bankruptcy Event” means, with respect to any Person, the occurrence of any of the following:

          (a) a court of competent jurisdiction enters a decree or order for relief in an involuntary case under applicable bankruptcy, insolvency, or other similar Law now or hereinafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator, or similar official for such Person or for any substantial part of such Person’s property, or ordering the winding up or liquidation of its affairs;

          (b) such Person commences a voluntary case under any applicable bankruptcy, insolvency, or other similar Law now or hereinafter in effect, or consents to the entry of an order for relief in an involuntary case under any such Law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, or other similar official for such Person or for any substantial part of such Person’s property, or makes any general assignment for the benefit of creditors, or fails generally to, or admits in writing its inability, to pay debts as they become due; or

          (c) an insolvency case under any applicable bankruptcy, insolvency, or other similar Law now or hereinafter in effect, is commenced against such Person or for the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, or other similar official for such Person or for any substantial part of such Person’s property and such proceeding is not dismissed or stayed within forty-five (45) days of the commencement thereof.

     “Basket” has the meaning set forth in Section 9.06(a).

     “Benefit Plans” means any “employee benefit plan” as defined in Section 3(3) of ERISA and any other plans, programs, policies, agreements or arrangements, etc., that provide compensation or other benefits to any employee of Seller, whether or not subject to ERISA, currently maintained, sponsored or contributed or required to be contributed to by Seller or any ERISA Affiliate or with respect to which Seller or any ERISA Affiliate has any current or potential liability or obligation.

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     “Bill of Sale” has the meaning set forth in Section 4.03(e).

     “Books and Records” means original or true and complete copies of all of the books, records, files, data and information of Seller (including customer and supplier lists, financial and accounting records, purchase orders and invoices, sales orders, credit and collection records, repair files, studies, surveys, analyses, strategies, plans, forms, designs, diagrams, drawings, specifications, technical data, production and quality control records, lists of and correspondence and miscellaneous records with respect to customers, suppliers, representatives and all other general correspondence) of Seller; provided, however, that the term “Books and Records” shall not include any items of Seller set forth in Section 2.03(f) and Section 2.03(g).

     “Business” has the meaning set forth in the recitals to this Agreement.

     “Business Day” means any day other than a Saturday, a Sunday or other day on which banking institutions in the Commonwealth of Virginia are authorized or required by Law or other governmental action to close.

     “Buyer” has the meaning set forth in the preamble to this Agreement.

     “Buyer Guaranty” means the Buyer Guaranty to be entered into on the Closing Date by Grubb & Ellis Apartment REIT, Inc., in favor of Seller in substantially the form attached hereto a Exhibit C.

     “Buyer Indemnified Parties” has the meaning set forth in Section 9.02.

     “Buyer Parent” means Grubb & Ellis Apartment REIT, Inc.

     “Buyer Transaction Documents” means this Agreement and all documents, agreements and certificates to be executed by Buyer in connection with the transactions contemplated by this Agreement, including the Asset Management Agreement, Intellectual Property Assignments, the License Agreement, the Consulting and Transition Services Agreement the Lease Assignment and Assumption Agreement, the Bill of Sale, the Assignment and Assumption Agreement, the Management Agreement Amendments, the Management Agreement Letter Agreement, the Indemnification/Termination Escrow Agreement, the Buyer Guaranty and the certificates and agreements required to be executed and delivered by Buyer pursuant to Section 4.04.

     “Cap” has the meaning set forth in Section 9.06.

     “Cash Equivalents” means all cash equivalents and cash items of any kind whatsoever, money market instruments, marketable securities, other securities, commercial paper, short term investments or deposits in banks or other financial institution accounts of any kind, and rights in and to all such accounts (other than the Managed Properties Security Deposits).

     “Closing” has the meaning set forth in Section 4.01.

     “Closing Date” has the meaning set forth in Section 4.01.

     “Closing Date Calculations” has the meaning set forth in Section 3.03(b)(ii).

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

     “Collection Period” has the meaning set forth in Section 3.04(a).

     “Confidential Information” means any information, including trade secrets, concerning the business of Seller that is not already generally available to the public.

     “Confidentiality Agreement” means that certain confidentiality agreement, dated as of April 8, 2010, by and between FBR Capital Markets & Co. and Grubb & Ellis Apartment REIT, Inc., on behalf of Buyer.

     “Consulting and Transition Services Agreement” means the Consulting and Transition Services Agreement to be entered into on the Closing Date by and between Buyer and Middleburg Capital, LLC, a Virginia limited liability company, in the form attached hereto as Exhibit D.

     “Contracts” means all contracts, agreements, leases of personal property, leases of real property, the Management Agreements, consulting agreements, disposition agreements, notes, bonds, indentures, arrangements, consensual obligations, promises, undertakings, (whether oral and whether express or implied) or license or sub-license agreements (including but not limited software licenses and licenses of Intellectual Property), relationships and commitments and invoices related thereto, in each case, to which Seller or the Business is a party or is otherwise bound and which is legally binding.

     “Damaged Asset” has the meaning set forth in Section 7.13.

     “Debt” means, when used with reference to any Person, without duplication: (a) any monetary obligations of such Person created or assumed by such Person, or any Subsidiary thereof, (i) for borrowed money, (ii) evidenced by a bond, note, debenture or similar instrument (including a purchase money obligation, deed of trust or mortgage) given in connection with the acquisition of, or exchange for, any property or assets (other than inventory or similar property acquired and consumed in the ordinary course of such Person’s business), (iii) for the payment of money as lessee under leases that are required to be, in accordance with GAAP, recorded as capital leases for financial reporting purposes, (iv) for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction or (v) under interest rate or currency swap transactions (valued at the termination value thereof); (b) any liability of others described in the preceding clause (a) guaranteed as to payment of principal or interest by such Person or in effect guaranteed by such Person through an agreement, contingent or otherwise, to purchase, repurchase or pay the related indebtedness or to pledge the security therefor; (c) all liabilities or obligations secured by a Lien (other than Permitted Liens) upon property owned by such Person and/or upon which liabilities or obligations such Person customarily pays interest or principal, whether or not such Person has assumed or become liable for the payment of such liabilities or obligations; and (d) any amendment, renewal, extension, revision or refunding of any such liability or obligation.

     “Deposit Escrow Agreement” has the meaning set forth in Section 3.05.

     “Determination Materials” has the meaning set forth in Section 3.03(c).

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     “Effective Time” means 12:01 a.m. (New York City time) on the Closing Date.

     “Employee Plans” has the meaning set forth in Section 5.19(a).

     “Employees” means all individuals who are employed by Seller as of the Effective Time, whether actively employed, on approved leave of absence or layoff or on salary continuation, sickness or accident or disability leave.

     “Environmental Laws” means all laws concerning public or workplace health and safety or pollution or protection of the environment, flora, fauna or natural resources, including but not limited to, the Comprehensive Environmental Response, Compensation & Liability Act, 42 U.S.C. § 9601 et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq., the Clean Air Act, 42 U.S.C. § 7401 et seq., the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq., the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq., the Toxic Substances and Control Act, 15 U.S.C. § 2601 et seq., and the Safe Drinking Water Act, 42 U.S.C. § 300f et seq.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, including the rules and regulations promulgated thereunder.

     “ERISA Affiliate” means each entity that is a member of a controlled group or affiliated service group of which Seller is a member or that is treated as a single employer with Seller under Section 414(b), 414(c), 414(m) or 414(o) of the Code or ERISA.

     “Escrow Agent” means Wells Fargo Bank, N.A.

     “Escrow Deposit” has the meaning set forth in Section 3.05.

     “Excluded Assets” has the meaning set forth in Section 2.03.

     “Excluded Contracts” has the meaning set forth in Section 2.03(m).

     “Expense Threshold” has the meaning set forth in Section 7.05(b).

     “FBR Fees” has the meaning set forth in Section 4.04(d).

     “Final Resolution Date” has the meaning set forth in Section 3.03(b)(iii).

     “Financial Statements” means, collectively, (a) the unaudited balance sheet of Seller as of December 31, 2009, together with the related unaudited statements of income, retained earnings, and cash flows of Seller for the 12-month period ended December 31, 2009 (including the notes thereto and any other information included therein), and (b) the July 2010 Financial Statements, each of which described in clauses (a) and (b) above, in each case, attached hereto as Schedule 1.01.

     “GAAP” means United States generally accepted accounting principles, consistently applied, as in effect from time to time.

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     “Governing Documents” means the charter, certificate or articles of incorporation, certificate or articles of organization, bylaws, operating agreement or other governing instruments of an entity.

     “Governmental Authority” means any domestic, federal, territorial, state or local governmental authority, or any instrumentality, court, legislative body, commission, tribunal or organization of any such governmental authority, or any regulatory, administrative or other agency of any such governmental authority, or any political or other subdivision, department or branch of any of the foregoing.

     “Guaranty” means the Guaranty Agreement to be entered into on the Closing Date by MR Holdings and Mission Residential Holdings, LLC, jointly and severally, in favor of Buyer, in the form attached hereto as Exhibit E.

     “Hazardous Substances” means any (a) chemical, material or substance defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous materials”, “extremely hazardous waste”, “acutely hazardous waste”, “radioactive waste”, “biohazardous waste”, “pollutant”, “toxic pollutant”, “contaminant”, “restricted hazardous waste”, “infectious waste”, “toxic substances” or any other term or expression intended to define, list, regulate or classify substances by reason of properties harmful to health, safety or the indoor or outdoor environment (including harmful properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity, “TCLP toxicity” or “EP toxicity” or words of similar import) as defined in, the subject of, or that could give rise to liability under, any Environmental Law, (b) oil, petroleum, petroleum fraction, petroleum additive (including methyl tertiary butyl ether) or petroleum derived substance, (c) flammable substances or explosives, (d) radioactive materials, (e) asbestos or asbestos-containing materials, (f) urea formaldehyde foam insulation, (g) polychlorinated biphenyls, and (h) lead-based paint, including, in each case, any mixture or solution thereof.

     “Holdback Amount” means the Indemnity Holdback Amount plus the Termination Holdback Amount.

     “Hunton Legal Fees” has the meaning set forth in Section 4.04(b).

     “Indebtedness Payoff Amount” has the meaning set forth in Section 2.01(b).

     “Indemnification/Termination Escrow Agreement” has the meaning set in Section 3.02(a).

     “Indemnified Party” has the meaning set forth in Section 9.04(a).

     “Indemnifying Party” has the meaning set forth in Section 9.04(a).

     “Indemnity Holdback Amount” means One Hundred Thousand Dollars ($100,000.00).

     “Independent Accounting Firm” shall have the meaning set forth in Section 3.03(b)(v).

     “Insurance Policy” has the meaning set forth in Section 5.17.

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     “IRS” means Internal Revenue Service.

     “Intellectual Property” means all patents, trademarks, trade names, service marks, service names, trade dress, logos, copyrights and domain names, including but not limited to the phrase “Mission Residential,” and any registrations, applications and renewals for any of the foregoing, and all other intellectual property rights in inventions, trade secrets, manufacturing processes, know how, confidential and proprietary information, ideas, developments, drawings, specifications, bills of material, supplier lists, marketing information, sales and promotional information, business plans, computer software, test reports, component lists, manuals, instructions, catalogs, processes, designs, and registrations and applications for registration therefor, model numbers, telephone numbers, web addresses, web sites, electronic records of drawings and tooling and other electronic engineering tools, and all other proprietary rights, in each case, owned or licensed by Seller and/or used in the Business, together with all claims, damages and rights for past, present and future infringement, misappropriation, unauthorized use or disclosure, or other violation thereof, and all copies and tangible embodiments thereof (in whatever form or medium, including electronic), including all patent infringement, validity, patentability, and other legal opinions or investigations, all file histories, prior art and prior art searches, all attorney work product, all patent, trademark, and copyright files and file wrappers, and all other legal files and materials.

     “Intellectual Property Assignments” means the intellectual property assignments dated as of the Closing Date and entered into by Buyer and MR Holdings in the form attached hereto as Exhibit F.

     “Jenner Legal Fees” has the meaning set forth in Section 4.04(c).

     “July 2010 Financial Statements” means the unaudited balance sheet of Seller as of July 31, 2010 and the related unaudited statement of income of Seller for the seventh (7) month period then ended.

     “Knowledge of Seller” means the actual knowledge of any one or more of Christopher C. Finlay, Corey Gibson or Jeff Goldshine, and such knowledge that any such Person should have had following a reasonable investigation in the course of such Person’s duties on behalf of Seller.

     “Law” means any law, statute, code, ordinance, rule, regulation, decision, injunction, ruling, verdict, judgment, order, award, decree or other requirement enacted, adopted, issued or promulgated by any Governmental Authority, including common law.

     “Lease Assignment and Assumption Agreement” means the Lease Assignment and Assumption Agreement to be entered into on the Closing Date by Buyer, White Granite Drive, LLC, as landlord, and Mission Residential, LLC, in the form attached hereto as Exhibit G.

     “Lender Consents” has the meaning set forth in Section 8.01(b).

     “License Agreement” means that certain License Agreement to be entered into on the Closing Date by MR Holdings and Seller, in the form set forth in Exhibit H attached hereto.

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     “Liens” means any lien, mortgage, security interest, Tax lien, attachment, levy, charge, claim, restriction, imposition, pledge, easement, covenant, encroachment, encumbrance, conditional sale or title retention arrangement, or any other interest in property or assets (or the income or profits therefrom), in each case, designed to secure the repayment of indebtedness, whether consensual or nonconsensual and whether arising by agreement or under any Law or otherwise.

     “Losses” means, collectively, all liabilities, obligations, damages (including, to the extent permitted by Section 9.08, incidental and consequential damages), deficiencies, losses, claims, actions, suits, proceedings, judgments, interest, fines, demands, awards, assessments, out-of-pocket costs, Taxes, payments, penalties and expenses (including reasonable attorneys’ fees and, to the extent permitted by Section 9.08, any diminution in value).

     “Managed Properties” means all multi-unit residential properties with respect to which Seller provides property management services pursuant to the Management Agreements.

     “Managed Properties Security Deposits” means all tenant security deposits held or controlled by Seller in connection with the units at the Managed Properties.

     “Management Agreements” has the meaning set forth in Section 5.15(a)(xix).

     “Management Agreement Amendments” means the Amendments to the Management Agreements, in each case, in the form attached hereto as Exhibit I, to be entered into on the Closing Date by and between the lessee of each Managed Property and Buyer.

     “Management Agreement Letter Agreement” means the Letter Agreement in the form attached hereto as Exhibit J, to be entered into on the Closing Date by and between Buyer, Seller and Mission Residential Holdings, LLC.

     “Material Adverse Effect” means any state of facts, event, change or effect that has had, has, or could reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations, financial condition of Seller or condition of the Purchased Assets, in each case, taken as a whole, or on the ability of Seller to consummate the transactions contemplated hereby; provided that the term “Material Adverse Effect” shall not include any facts, event, change or effect arising from (a) changes in the United States or foreign economies, interest rates, capital markets in general or the geographic market in which Seller operates, or changes in Seller’s industry other than effects of any changes which adversely affect Seller to a materially greater extent than its competitors in the applicable industries in which Seller competes, (b) changes in any Law or other requirement of any Governmental Authority other than effects of any changes which adversely affects Seller to a materially greater extent than its competitors in the applicable industries in which Seller competes, (c) any national or international political or social event or occurrence (including military conflicts and acts of terrorism), (d) general public awareness of the execution or announcement of this Agreement or the consummation of the transactions contemplated hereby (including any changes in relationships between Seller and any of its customers or suppliers arising therefrom), (e) any action taken or caused by Buyer, (f) any action taken by Seller with the consent of Buyer, (g) the failure of Seller to meet any internal projections or forecasts, (h) changes or events that exist or

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have occurred as of the date of this Agreement and have been reflected in this in this Agreement or the Schedules or (i) the initiation by any Person other than Seller of proceedings under Chapter 11 of the United States Bankruptcy Code.

     “Material Contracts” has the meaning set forth in Section 5.15(a).

     “MR Holdings” has the meaning set forth in the preamble to this Agreement.

     “Mutual Release” means that certain release to be entered into between Mission Residential, LLC and Triple Net Properties, LLC in the form of Exhibit K attached hereto.

     “Notice of Claim” has the meaning set forth in Section 9.04(a).

     “Oakton Office Lease” means that certain office lease, dated as of the 31^st day of May 2007, by and between 10467 White Granite Drive, LLC, as landlord, and Mission Residential, LLC, as tenant.

     “Objection Notice” has the meaning set forth in Section 3.03(b)(iii).

     “Ordinary Course of Business” means the ordinary course of business consistent with past custom and practices of Seller in taking or refraining to take any particular action (including with respect to the quantity and frequency thereof).

     “Outside Date” means the date that is ninety (90) days from the execution of this Agreement.

     “Parent” has the meaning set forth in the preamble to this Agreement.

     “Parties” or “Party” has the meaning set forth in the preamble to this Agreement.

     “Permits” means all permits, licenses, franchises, privileges, immunities, approvals, qualifications, registrations, certificates and other authorizations and similar rights granted by or obtained from any Governmental Authority.

     “Permitted Liens” means all Liens for current Taxes, assessments, fees and other charges by Governmental Authorities that are not due and payable.

     “Person” means any individual, sole proprietorship, partnership, corporation, limited liability company, unincorporated society or association, Governmental Authority, estate, trust or other entity or organization.

     “Personal Property Leases” has the meaning set forth in Section 2.02(h).

     “Post-Closing Tax Period” means any Tax period beginning after the Closing Date and the portion of the Straddle Tax Period beginning after the Closing Date and ending at the end of the Straddle Tax Period.

     “Post-Closing Taxes” means all Taxes of Seller with respect to any Post-Closing Tax Period.

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     “Pre-Closing Tax Period” means the Tax period ending on or before the Closing Date, and the portion of the Straddle Tax Period beginning before the Closing Date and ending on the Closing Date.

     “Pre-Closing Taxes” means all Taxes of Seller with respect to any Pre-Closing Tax Period.

     “Prime Rate” shall mean the prime rate as reported from time to time in The Wall Street Journal.

     “Principal” has the meaning set forth in the preamble to this Agreement.

     “Purchase Price” means an amount equal to Five Million Five Hundred Thousand Dollars ($5,500,000.00) less any Reduction for Disposed Properties, and subject to adjustment as set forth in Section 3.03.

     “Purchase Price Allocation” has the meaning set forth in Section 3.06.

     “Purchased Assets” has the meaning set forth in Section 2.02.

     “Recoverable Proceeds” has the meaning set forth in Section 9.07.

     “Reduction for Disposed Properties” means, with respect to any sale or agreement to sell any of the properties listed on Exhibit 1.01 occurring or entered into prior to the Closing Date to any purchaser other than Grubb Ellis Apartment REIT Holdings, L.P. or one of its Affiliates, the sum of the amounts listed under the column “Applicable Termination Fee” on Exhibit 1.01, which relate to such properties.

     “Registrations” has the meaning set forth in Section 5.08.

     “Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, releasing, migrating or disposing into the environment of any Hazardous Substance in violation of any Environmental Law.

     “Representation Letter” has the meaning set forth in Section 7.14.

     “Restricted Period” has the meaning set forth in Section 7.10(a).

     “Retained A/R” has the meaning set forth in Section 3.04(a).

     “Retained Liabilities” has the meaning set forth in Section 2.05.

     “Schedules” has the meaning set forth in the introductory paragraph to Article V.

     “SEC” means the United States Securities and Exchange Commission.

     “SEC Filings” has the meaning set forth in Section 7.14.

     “Seller” has the meaning set forth in the preamble to this Agreement.

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     “Seller Indemnified Parties” has the meaning set forth in Section 9.03.

     “Seller Transaction Documents” means this Agreement and all documents, agreements and certificates to be executed by Seller, MR Holdings, Parent or Principal, or any of their Affiliates, in connection with this Agreement, including the Holdback Escrow Agreement, the Assignment and Assumption Agreement, the Bill of Sale, the Lease Assignment and Assumption Agreement, the Intellectual Property Assignments, the License Agreement, the Guarantee, the Consulting and Transition Services Agreement, the Asset Management Agreement, the Management Agreement Amendments, the Management Agreement Letter Agreement, the Subcontract Agreement and the certificates and agreements required to be executed and delivered by Seller, MR Holdings, Parent or Principal pursuant to Section 4.03.

     “Services” has the meaning set forth in the recitals to this Agreement.

     “Straddle Tax Period” means any Tax period that begins before the Closing Date and ends after the Closing Date.

     “Subsidiary” means any Person of which (a) a majority of the outstanding share capital, voting securities or other equity interests are owned, directly or indirectly, by Seller or (b) Seller is entitled, directly or indirectly, to appoint a majority of the board of directors, board of managers or comparable body of such Person.

     “Subcontract Agreement” has the meaning set forth in Section 4.03(g).

     “Tangible Personal Property” shall mean all machinery and other equipment, tools, vehicles, trailers, trucks, furniture, office equipment, computers, computer hardware and peripherals, plant, inventory, and all other tangible personal property owned by Seller that is used or held for use in the Business.

     “Tax” or “Taxes” means all federal, state, local and foreign taxes, assessments or governmental charges (including net income, gross income, payroll, ad valorem, excise, franchise, occupancy, real property, personal property, sales, use and value-added taxes, taxes withheld from employees’ salaries and other withholding taxes and obligations and all deposits required to be made with respect thereto), levies, assessments, deficiencies, import duties, licenses and registration fees and charges of any nature whatsoever, including any interest, penalties, additions to tax or additional amounts with respect thereto.

     “Tax Returns” means all returns, declarations, reports, claims for refunds, information returns and other statements or documents relating to Taxes, including any elections, declarations, informational returns, schedules or attachments thereto and any amendments thereof.

     “Termination Fees” has the meaning set forth in Section 3.02(a).

     “Termination Holdback Amount” means Six Hundred Fifty Thousand Dollars ($650,000.00).

     “Third Party” has the meaning set forth in Section 9.04(c).

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     “Third Party Claim” has the meaning set forth in Section 9.04(c).

     “Threshold” has the meaning set forth in Section 9.06(a).

     “Transaction Documents” means, collectively, the Buyer Transaction Documents and Seller Transaction Documents.

     “Transfer Taxes” means all transfer, sales, use, reporting, recording, filing, conveyance and other similar fees, taxes and charges arising out of or in connection with the transfer of the Purchased Assets effected pursuant to this Agreement.

ARTICLE II

PURCHASE AND SALE

     Section 2.01 Certain Actions Taken Prior to Closing.

          (a) At or prior to the Closing, Seller shall have released, removed or cancelled all of the Liens, if any, set forth on Schedule 2.01(a), which sets forth all Liens on any Purchased Assets of Seller (other than Permitted Liens) (the “Liens to be Released Prior to Closing”).

          (b) Not less than two (2) but not more than five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer Schedule 2.01(b), which shall set forth each holder of Debt as of the Closing Date and the aggregate amount of cash required to pay and discharge in full on the Closing Date all such Debt, including accrued and unpaid interest, prepayment penalties or fees, and other unpaid fees and expenses payable in respect of such Debt through the Closing Date and excluding the Hunton Legal Fees, the Jenner Legal Fees and FBR Fees (collectively, the “Indebtedness Payoff Amount”) and wire transfer instructions and a mailing address for each such holder.

          (c) On the date that is three (3) days from the date hereof, the Seller and Buyer shall cause their respective Affiliates to execute and deliver a counterpart to the Mutual Release.

     Section 2.02 Purchase and Sale. Upon the terms and subject to all of the conditions of this Agreement, at the Closing, Seller shall, or cause the appropriate Person to, sell, transfer, convey, assign and deliver to Buyer on the Closing Date, and Buyer shall acquire and purchase, free and clear of all Liens (other than Permitted Liens), all of the right, title and interest in, all tangible and intangible assets owned, leased or licensed by Seller or used or held for use by Seller in the Business, but excluding the Excluded Assets (such assets being conveyed being collectively referred to herein as the “Purchased Assets”) and excluding the Retained Liabilities. Without limiting the generality of the foregoing, the Purchased Assets shall include:

          (a) the Tangible Personal Property;

          (b) the Assumed Contracts;

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          (c) the Intellectual Property owned by Seller or an Affiliate and used in the Business, including the Intellectual Property listed on Schedule 2.02(c);

          (d) the Books and Records;

          (e) all equipment warranties relating to items included in the Tangible Personal Property to the extent contractually assignable by Seller;

          (f) all toll free telephone numbers used or held for use in the operation of the Business;

          (g) all such other assets and rights set forth on Schedule 2.02(g) hereof;

          (h) all rights in, to and under the personal property leases, including all amendments and modifications thereto, listed on Schedule 2.02(h) (the “Personal Property Leases”), if any;

          (i) the performance and other bonds, security and other deposits, advances, advance payments, prepaid credits and deferred charges listed on Schedule 2.02(i) and any custodial rights to the Security Deposits;

          (j) all rights in, to and under the claims for refunds, rebates or other discounts due from suppliers or vendors and rights to offset in respect thereof listed on Schedule 2.02(j);

          (k) subject to Section 3.03, all prepaid expenses, deposits (including security deposits), ad valorem Taxes and lease and rental payments relating to the Business existing at the Effective Time;

          (l) all management and other systems (including computers and peripheral equipment), databases, computer software, computer disks and similar assets, as and to the extent used in the Business and, to the extent assignable, all licenses and rights in relation thereto; and

          (m) all goodwill of or relating to the Business.

     Notwithstanding the foregoing, if the provisions of any of the Assumed Contracts would prohibit any attempted assignment of any interest thereunder or impose a charge, discount or penalty upon an assignment without the consent of the other party to such Assumed Contract, even though such assignment would not become effective until such consent was obtained, then nothing in this Agreement shall be deemed an assignment of any such Assumed Contract and the interest shall not be an “Assumed Contract” hereunder unless and until any such consent is obtained.

     Section 2.03 Excluded Assets. The Purchased Assets shall not include the assets described in this Section 2.03 (the “Excluded Assets”). The Excluded Assets shall include:

          (a) cash and Cash Equivalents of Seller;

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          (b) all accounts, notes and other receivables relating to services provided by Seller prior to the Effective Time (the “Accounts Receivable”);

          (c) all bank accounts of Seller;

          (d) all obligations or debt, including any intercompany or intracompany receivable cash balances or Debt between or among Seller and any of its Affiliates or between or among any of their Affiliates;

          (e) all seals, organizational documents, meeting record books or other records related to the organization of Seller;

          (f) all membership interests, shares of capital stock, promissory notes, partnership interests and all other equity interests and securities of, and related documentation held by or in Seller;

          (g) Seller’s corporate or limited liability company records and other books and records that relate to internal corporate or limited liability company matters of Seller and do not relate to the Business, Taxes, employee benefits or any Employee who does not accept Buyer’s offer of employment pursuant to Section 7.11. Seller’s account books of original entry with respect to the Business and all original accounts, checks, payment records, Tax Returns and records and other similar books, records and information of Seller relating to the Business and Purchased Assets prior to the Effective Time, and duplicate copies of any records as are reasonably necessary to enable Seller to prepare and file Tax Returns and reports, financial statements and other documents reasonably necessary by Seller;

          (h) all notes, bonds and other evidences of Debt from, or other advances, intercompany accounts, transfers and investments made to or in, Seller;

          (i) Seller’s Benefit Plans and any related trust agreements, investment management agreements, administrative agreements or contracts of insurance;

          (j) all insurance policies and any premium refunds to the extent Buyer terminates such insurance at the Effective Time;

          (k) subject to Section 3.03, all deposits and advances, rebates and credits related to any Retained Liability;

          (l) (i) all claims, choses-in-action, rights in action, rights to tender claims or demands to Seller insurance companies, rights to any insurance proceeds (and other similar claims), and all claims against officers, directors, managers, stockholders and members of Seller for their actions as such, (ii) any and all Contracts or policies of insurance and insurance plans and the assets thereof, promissory notes, amounts due from employees, bonds, letters of credit or other similar items and any cash surrender value with respect thereto, and all rights under any of the foregoing, including any insurance proceeds receivables and (iii) any and all claims of Seller with respect to transactions and events occurring prior to the Closing Date and all claims for refunds of monies paid to any Governmental Authority (including Tax refunds);

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          (m) all Contracts other than the Assumed Contracts, including any and all employment agreements of Seller (collectively, the “Excluded Contracts”);

          (n) all Tangible Personal Property disposed of or consumed in the Ordinary Course of Business of Seller, between the date of this Agreement and the Closing Date, in compliance with the terms and conditions of this Agreement;

          (o) all of Seller’s rights under any Transaction Documents, including this Agreement and all other agreements, certificates, instruments, documents and writings delivered by Buyer and/or Seller, MR Holdings, Parent or Principal in connection with this transaction; and

          (p) the assets listed on Schedule 2.03(p).

          Section 2.04 Assumption of Liabilities. At the Closing, Buyer shall assume and agree to duly and timely pay, discharge, defend and perform as and when due, only the following obligations and liabilities of Seller (the “Assumed Liabilities”):

          (a) any and all obligations and liabilities of Seller under the Assumed Contracts to the extent that such obligations and liabilities arise or accrue after the Effective Time;

          (b) all obligations and liabilities of Seller for accrued vacation of Employees who accept Buyer’s offer of employment pursuant to Section 7.11;

          (c) the Hunton Legal Fees;

          (d) the Jenner Legal Fees;

          (e) the FBR Fees; and

          (f) all other obligations and liabilities relating to the Business or the Purchased Assets that are incurred following the Effective Time.

     Section 2.05 Retained Liabilities. Except for the Assumed Liabilities, Buyer shall not assume and shall not be liable or responsible for any contingencies, liabilities or obligations of Seller or its Affiliates of any kind whatsoever, whether previously, nor or hereafter existing, due or to become due, known or unknown, absolute, accrued or contingent, or otherwise (the “Retained Liabilities”), including:

          (a) any liability attributable to the Excluded Assets;

          (b) any liability or obligation under or with respect to any Assumed Contract, to the extent such liabilities or obligations arise during or have accrued in connection with any period of time prior to the Effective Time or any liability for payments or amounts due under any Assumed Contract, which are payable for any period prior to the Effective Time;

          (c) any Pre-Closing Taxes;

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          (d) all obligations relating to any failure to comply with any applicable bulk sales or bulk transfer laws applicable to the transactions contemplated by this Agreement;

          (e) any liability for or with respect to accounts payable and Debt, inclusive of interest and fees, including (i) any such liabilities owed to Affiliates of Seller, and (ii) any liabilities arising from unclaimed or abandoned property arising from the operation of the Business prior to the Effective Time;

          (f) any liability arising from accidents, occurrences, misconduct, negligence, or breach of fiduciary duty immediately prior to the Effective Time, whether or not covered by workers’ compensation or other forms of insurance;

          (g) any liability arising out of any employment agreement or of Seller’s Benefit Plans or any Contract of insurance for employee group medical, dental or life insurance plans;

          (h) other than as set forth in Section 2.04(b), any liability for making payments of any kind to employees (including bonuses, severance payments and any payments owed or paid to any employees as a result of this transaction, the termination of an employee by Seller, or other claims arising out of the terms of employment with Seller) or with respect to payroll Taxes;

          (i) any liability incurred in connection with Seller’s making or performance of this Agreement and the transaction contemplated hereby;

          (j) any costs or expenses incurred in connection with shutting down, uninstalling and removing equipment not included in the Purchased Assets and any costs or expenses associated with any Contracts that are not Assumed Contracts;

          (k) any liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the transaction contemplated hereby, including all broker, counsel and accounting fees (other than the Jenner Legal Fees);

          (l) any liability to any members, directors or officers of Seller;

          (m) any liability arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time, to the extent related to any action or omission of Seller on or prior to the Effective Time, including any liability for (i) infringement or misappropriation of any intellectual property rights or any other rights of any Person (including any right of privacy or publicity); (ii) defamation, libel or slander; (iii) violations of any federal, state, local, municipal or other law, statute, legislation, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, proclamation, treaty, convention, rule, regulation, permit, ruling, directive, pronouncement, requirement (licensing or otherwise), specification, determination, decision, opinion or interpretation that is issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any Governmental Authority, including Environmental Laws or (iv) litigation identified on Schedule 5.09;

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          (n) any liability arising out of (i) the presence or release of any materials of environmental concern at the real property leased pursuant to the Oakton Office Lease immediately prior to the Effective Time, or (ii) the failure of Seller to comply with any requirements of Environmental Laws for any period prior to the Effective Time;

          (o) any liability relating to any intercompany balances between the Business and Seller or its members; and

          (p) any liability arising out of the operation of the Business prior to the Effective Time, except to the extent such liability is included in the Assumed Liabilities.

ARTICLE III

PURCHASE PRICE

     Section 3.01 Purchase Price.

          (a) Subject to the terms and conditions set forth in this Agreement, in reliance upon the covenants, agreements, representations and warranties contained herein, and in consideration of the aforesaid sale, transfer, conveyance and delivery of the Purchased Assets to Buyer, at the Closing, Buyer shall assume the Assumed Liabilities from Seller and shall pay to Seller by wire transfer of immediately available funds to an account specified in writing by Seller an amount equal to the Purchase Price less the Holdback Amount, the Escrow Deposit, and the Indebtedness Payoff Amount.

          (b) On behalf of Seller, at the Closing, Buyer shall pay or cause to be paid to each holder of Debt identified on Schedule 2.01(b), by wire transfer of immediately available funds to the accounts designated on Schedule 2.01(b), the portion of the Indebtedness Payment Amount set forth beside such Person’s name on Schedule 2.01(b).

     Section 3.02 Holdback Escrow.

          (a) At the Closing, Buyer shall deposit the Holdback Amount with the Escrow Agent. The Indemnity Holdback Amount shall be used to support the adjustments under Section 3.03 and the indemnification obligations under Section 9.02. The Termination Holdback Amount shall be used to support the obligations of the lessees under Section 13 of the Management Agreements, and MR Holdings or Mission Residential Holdings, LLC under the Guarantee to pay Buyer certain termination fees in the event of a termination of the Management Agreements under certain circumstances specified therein (the “Termination Fees”). At the Closing, Buyer, Seller and Escrow Agent shall execute an escrow agreement in substantially the form attached hereto as Exhibit 3.02(a) (the “Indemnification/Termination Escrow Agreement”) to acknowledge the Escrow Agent’s receipt of the Holdback Amount and its agreement to hold and disburse the Holdback Amount strictly in accordance with the terms and provisions of the Indemnification/Termination Escrow Agreement.

          (b) On or prior to the second anniversary of the Closing Date, Buyer shall cause Escrow Agent to deliver to Seller by wire transfer of immediately available funds to the

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account designated in writing by Seller, the remaining amounts constituting the Indemnity Holdback Amount (together with any interest earned thereon) less (i) any adjustments payable to Buyer under Section 3.03 and (ii) the amount of all pending claims properly made by Buyer Indemnified Parties pursuant to Section 9.02, and Section 9.04(b) and the Indemnification/Termination Escrow Agreement.

          (c) On or prior to the second anniversary of the Closing Date, Buyer shall cause Escrow Agent to deliver to Seller by wire transfer of immediately available funds to the account designated in writing by Seller, the remaining amounts constituting the Termination Holdback Amount less any Termination Fees due Buyer, which have not been paid by the applicable lessee of a Managed Property or by MR Holdings or Mission Residential Holdings, LLC pursuant to the Guarantee.

     Section 3.03 Prorations.

          (a) General Rule. The Seller and Buyer agree to prorate the obligations and liabilities of the Business, as set forth below. The operation of the Business and the income and normal operating expenses attributable to periods prior to the Effective Time shall be for the account of Seller and thereafter for the account of Buyer and, if any income or expense can be allocated or credited as provided above, then it shall be allocated, charged or prorated accordingly. Such prorations shall include (i) income and expenses for goods or services received both before and after the Effective Time, (ii) any real estate or property Taxes, (iii) rents and similar prepaid and deferred items, and (iv) prepaid cash (including prepaid rent and excluding prepaid deposits). All special assessments and similar charges or Liens imposed against any of the Purchased Assets in respect of any period of time immediately prior to the Effective Time, whether payable in installments or otherwise, shall be the responsibility of Seller and amounts payable with respect to such special assessments, charges or Liens in respect of any period of time after the Effective Time shall be the responsibility of Buyer and such charges shall be adjusted as required hereunder.

          (b) Manner of Determining Adjustments; Adjustment Reports. The adjustments and prorations pursuant to Section 3.03(a) will be determined in accordance with the following procedures:

          (i) Seller shall prepare and deliver to Buyer not later than three (3) Business Days before the Closing Date a preliminary settlement statement, which shall set forth Seller’s good faith estimate of the adjustments to the Purchase Price under Section 3.03(a), which good faith estimate shall be made in accordance with GAAP. The preliminary settlement statement shall contain all information reasonably necessary to determine the prorations under Section 3.03(a), to the extent such adjustments can be determined or estimated as of the date of the preliminary settlement statement, and such other information as may be reasonably requested by Buyer.

          (ii) Within forty-five (45) days following the Closing Date, Buyer shall prepare and deliver to Seller a statement setting forth a calculation of the adjustments to the Purchase Price under Section 3.03(a) (the “Closing Date Calculations”), which calculations shall be prepared in accordance with GAAP.

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          (iii) Except as set forth below, the Closing Date Calculations shall be deemed to be and shall be final, binding and conclusive on Seller and Buyer upon the earlier of (the “Final Resolution Date”): (A) Seller’s delivery of a written notice to Buyer of its approval of the Closing Date Calculations; (B) the failure of Seller to notify in writing in accordance with Section 3.03(b)(iv) of a dispute with the Closing Date Calculations (an “Objection Notice”) within thirty (30) days after Buyer’s delivery of the Closing Date Calculations to Seller; and (C) the resolution of all disputes, pursuant either to Section 3.03(b)(v) or to Section 3.03(c), by the Independent Accounting Firm.

          (iv) Buyer shall comply with Seller’s requests to review supporting documentation that is reasonably necessary for the preparation of the Closing Date Calculations, including providing Seller and its accountants and other representatives with reasonable access during normal business hours to the books, records and materials reasonably necessary to prepare the Closing Date Calculations. If Seller disagrees with the Closing Date Calculations, Seller may, within thirty (30) days of the delivery by Buyer of the Closing Date Calculations, deliver an Objection Notice setting forth Seller’s calculation of the adjustments to the Purchase Price under Section 3.03(a). Any such Objection Notice shall specify those individual items in the Closing Date Calculations with which Seller disagrees and the items, facts, amounts, calculations, or valuations used to determine such items. Seller shall be deemed to have agreed with all items or amounts contained in the Closing Date Calculations and all calculations, items, facts, amounts or valuations used in determining any line item of the Closing Date Calculations unless, and only to the extent, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If Seller does not deliver an Objection Notice within such fifteen (15) day period, the Closing Date Calculations determined by Buyer shall be binding and conclusive on Seller and Buyer.

          (v) If Seller timely delivers an Objection Notice to Buyer in accordance with Section 3.03(b)(iv), Buyer and Seller shall attempt in good faith to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on Seller and Buyer. If Buyer and Seller are unable to reach a resolution within ten (10) days after the delivery of the Objection Notice, Buyer and Seller shall submit their respective determinations and calculations and the items remaining in dispute for resolution to BDO USA LLP (the “Independent Accounting Firm”). While Buyer and Seller represents that they are not aware of any conflicts as of the date hereof that could negatively impact the Independent Accounting Firm’s ability to serve in such capacity or to allow for the possibility of such a conflict of interest or a refusal by the designated firm to serve as the Independent Accounting Firm, if the designated accounting firm is not eligible or will not serve as the Independent Accounting Firm, Seller and Buyer shall mutually agree to another independent accounting firm of national reputation and the selected firm shall be the Independent Accounting Firm.

          (c) Seller and Buyer shall use commercially reasonable efforts to cause the Independent Accounting Firm to resolve all disagreements as soon as practicable, but in any event within thirty (30) days after the dispute is first submitted to the Independent Accounting Firm. Seller and Buyer shall each submit within ten (10) days of the engagement of the

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Independent Accounting Firm its calculation of the unresolved disputed items in the Objection Notice, together with such work papers, calculations and other materials that such Party has determined supports such Party’s calculation (the “Determination Materials”). The Independent Accounting Firm shall base its determination of the disputed amounts solely on the Determination Materials. The Independent Accounting Firm shall only consider those items and amounts in the Closing Date Calculations to which Seller has timely objected pursuant to Section 3.03(b)(iv) and which Buyer and Seller have been unable to resolve. The Independent Accounting Firm shall not assign a value to any disputed item greater than the greatest value or less than the smallest value for such item assigned to it by Buyer or Seller, as the case may be. The resolution of the dispute by the Independent Accounting Firm shall be final, binding and non-appealable on and by Seller and Buyer. If the Independent Accounting Firm resolves all disputes presented to it entirely in the manner proposed by Seller or Buyer, as the case may be, the fees and expenses of the Independent Accounting Firm relating to the resolution of such dispute shall be paid by the other Party. In all other events, the fees and expenses of the Independent Accounting Firm shall be shared based on the difference between Seller’s position, on the one hand, and Buyer’s position, on the other hand, initially presented to the Independent Accounting Firm (based on the aggregate of all differences taken as a whole) and the final resolution as determined by the Independent Accounting Firm in proportion to the total difference between Seller’s and Buyer’s initial positions.

          (i) Within three (3) Business Days after the final determination of the Closing Date Calculations pursuant to Section 3.03(b) or Section 3.03(c), as the case may be, either Buyer or Seller shall pay any amounts required by this Section 3.03 in immediately available funds to an account designated in writing by party due the payment, which, in the case of amounts due Buyer, be satisfied, at Buyer’s discretion, by directing the Escrow Agent to release the appropriate portion of the Indemnity Holdback Amounts.

          (d) Payments pursuant to Section 3.03(c) shall be deemed adjustments to the Purchase Price. The payments to be made pursuant to Section 3.03(c) shall be made, with interest thereon at the Prime Rate on such amounts from the Closing Date to the date of payment, in immediately available funds to the account designated in writing by Buyer or Seller, as applicable.

     Section 3.04 Accounts Receivable.

          (a) At the Effective Time, Seller shall designate Buyer as its agent solely for the purpose of collecting the Accounts Receivable, which relates to services provided prior to the Effective Time (the “Retained A/R”). Seller shall deliver to Buyer, on or immediately after the Effective Time, a complete and detailed statement of the Retained A/R. Buyer shall use commercially reasonable efforts in the Ordinary Course of Business to collect the Retained A/R during the period (the “Collection Period”) beginning at the Effective Time and ending on the one hundred twentieth (120th) day following the Effective Time consistent with Buyer’s practices for collection of its accounts receivable. Buyer shall not refer any of the Retained A/R to a collection agency or to an attorney for collection without Seller’s written consent. Except as otherwise provided herein, Buyer shall incur no liability to Seller for any collected or uncollected Retained A/R. During the Collection Period, and provided Buyer is complying with its

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obligations hereunder, neither Seller nor any of its agents, without the consent of Buyer, shall make any direct solicitation of any customers owing the Accounts Receivable for collection purposes.

          (b) Buyer will advise Seller of any counterclaims or set-offs that may arise subsequent to the Closing Date with respect to any such Retained A/R, and will not compromise or otherwise agree to a reduction in the face amount of any such Retained A/R without the prior written consent of Seller. Buyer shall not take any action (nor shall it omit to take any action) that could reasonably be expected to adversely impact the payment of any such Retained A/R. Buyer and Seller further agree that (i) they will not attempt to influence any customer to allocate payment to invoices other than in accordance with this Section 3.04; and (ii) there will be no right of setoff as between Buyer and Seller hereunder with respect to payments required to be made by Buyer to Seller under this Section 3.04, except for amounts owed under Section 3.04.

          (c) On or before the twentieth (20th) day following the end of each calendar month in the Collection Period, Buyer shall deposit into an account identified by Sellers the amounts collected during the preceding month of the Collection Period with respect to the Retained A/R in immediately available funds by wire transfer to an account designated by Seller. Buyer shall furnish Seller with a list of the amounts collected during such calendar month and in any prior calendar months with respect to the Retained A/R and a schedule of the amount remaining outstanding under each particular account. At any time during the Collection Period, Seller shall be entitled to inspect and/or audit the records maintained by Buyer pursuant to this Section 3.04, upon reasonable advance notice and during normal business hours.

          (d) Following the expiration of the Collection Period, Buyer shall have no further obligations under this Section 3.04, except that Buyer shall immediately pay over to Seller any amounts subsequently paid to it with respect to any Retained A/R (in accordance with the procedure set forth in the fourth sentence of Section 3.04(c). Following the Collection Period, at Seller’s request, Buyer shall assign to Seller and Seller may pursue collections of all the Retained A/R, and Buyer shall deliver to Sellers all files, records, notes and any other materials relating to the Retained A/R and shall otherwise reasonably cooperate with Sellers for the purpose of collecting any outstanding Retained A/R.

     Section 3.05 Deposits. Buyer shall, within one (1) Business Day of the execution and delivery of this Agreement, pay to (a) Seller a non-refundable fee equal to Three Hundred Thousand Dollars ($300,000.00) and (ii) Escrow Agent an earnest money deposit in the amount of Five Hundred Thousand Dollars ($500,000.00) (the “Escrow Deposit”). The Escrow Deposit shall be held by the Escrow Agent in an interest bearing account. Simultaneously with the execution and delivery of this Agreement by Buyer and Seller and payment of the Escrow Deposit by Buyer to the Escrow Agent, the Escrow Agent shall execute the escrow agreement in substantially the form attached hereto as Exhibit 3.05 (the “Deposit Escrow Agreement”) to acknowledge the Escrow Agent’s receipt of the Escrow Deposit and agreement to hold and disburse the Escrow Deposit strictly in accordance with the terms and provisions of this Agreement and the Deposit Escrow Agreement. The Escrow Deposit (together with any interest thereon) shall be (1) delivered to Seller and applied toward the Purchase Price if the Closing occurs, (2) delivered to and retained by Seller (as its sole and exclusive remedy to liquidated damages) if Seller elects to terminate this Agreement pursuant to Section 8.05(c) due to a failure

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of a condition precedent set forth in Section 8.01 or Section 8.02 if such failure arises out of a breach by Buyer of any of its representations or warranties hereunder or a failure of Buyer to perform any of its covenants or agreements hereunder, or (3) returned to Buyer if this Agreement is terminated for any reason other than as provided in clause (2) above. Each of the Parties acknowledge and agree that the agreements contained in this Section 3.05 are an integral part of the transactions contemplated by this Agreement and that the payment of the Escrow Deposit to Seller is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate such party for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. The Parties agree that the payment of the Escrow Deposit to Seller in accordance with this Section 3.05 shall be the sole and exclusive remedy available to Seller or its Affiliates with respect to a termination of this Agreement pursuant to Section 8.05(c) due to a failure of a condition precedent set forth in Section 8.01 or Section 8.02 if such failure arises out of a breach by Buyer of any of its representations or warranties hereunder or a failure of Buyer to perform any of its covenants or agreements hereunder, and upon payment of the Escrow Deposit to Seller, Buyer shall have no further liability to the other parties hereunder.

     Section 3.06 Allocation of the Purchase Price. Within thirty (30) days following the completion of the process described in Section 3.03, Buyer shall prepare or cause to be prepared and shall deliver to Seller a draft allocation of the Purchase Price (together with all other capitalizable items) among the assets of Seller prepared in accordance with Section 1060 of the Code and the treasury regulations issued thereunder (and any similar provision of state or local Law, as appropriate) (the “Purchase Price Allocation”). Within thirty (30) days after the receipt of such draft Purchase Price Allocation, Seller will propose to Buyer in writing any objections or proposed changes to such draft Purchase Price Allocation (and in the event that no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Purchase Price Allocation). Buyer and Seller will attempt in good faith to resolve any differences between them with respect to the Purchase Price Allocation, in accordance with requirements of Section 1060 of the Code, within ten (10) days after Buyer’s receipt of a timely written notice of objection or proposed changes from Seller. If Buyer and Seller are unable to resolve such differences within such time period, then Buyer and Seller shall each use a separate Purchase Price Allocation that each reasonably determines satisfies the requirements of Section 1060 of the Code. If Buyer and Seller agree (or are deemed to agree pursuant to provisions of this Section 3.06) to the Purchase Price Allocation, then Buyer and Seller shall report, act, and file in all respects and for all Tax purposes (including the filing of Internal Revenue Service Form 8594) in a manner consistent with such agreed-upon Purchase Price Allocation, shall take no position for Tax purposes inconsistent therewith unless required to do so by applicable Law, and shall reasonably cooperate in the preparation, execution and filing and delivery of all documents, forms and other information as the other Party may reasonably request to assist in the preparation of any filings relating to the allocation of the Purchase Price pursuant to this Section 3.06.

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ARTICLE IV

CLOSING; DELIVERIES AT CLOSING

     Section 4.01 Closing Date and Location. The consummation of the transactions contemplated by this Agreement, including the payment of the Purchase Price in accordance with Section 3.01 and the sale of the Purchased Assets to Buyer in accordance with Section 2.02 and assumption of the Assumed Liabilities by Buyer (the “Closing”), will take place at the offices of Hunton & Williams LLP at Riverfront Plaza, East Tower, 951 East Byrd Street, Richmond, Virginia 23219, commencing at 10:00 a.m. (local time) no later than the 5^th Business Day after the date on which all of the conditions to Closing set forth in Article VIII have been satisfied or waived, unless Buyer and Seller otherwise agree. The date on which the Closing occurs is referred to as the “Closing Date.” Except as described in Section 4.02 hereof, all transactions contemplated hereby will be deemed to have occurred simultaneously and will become effective at the Closing, which transfer will be deemed effective for accounting and other computational purposes as of the Effective Time.

     Section 4.02 Post-Closing Assignments. Except as may otherwise be agreed by Buyer and Seller, as to the Assumed Contracts for which required third party consents have not been received as of the Closing, on the second Business Day following the receipt of such consent, each of Seller and Buyer shall deliver to the other a duly executed Bill of Sale and Assignment and Assumption Agreement, each in form and substance reasonably satisfactory to Buyer and Seller, with respect to the Assumed Contracts for which consent has been received and which have not previously been transferred to Buyer.

     Section 4.03 Deliveries by Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:

          (a) a counterparty to the Assignment and Assumption Agreement, in the form attached hereto as Exhibit 4.03(a) (the “Assignment and Assumption Agreement”), duly executed by Seller;

          (b) a counterpart to the Lease Assignment and Assumption Agreement, duly executed by Mission Residential Holdings, LLC;

          (c) a counterpart to the Asset Management Agreement, duly executed by each of the applicable lessees, Seller and Mission Residential Holdings, LLC;

          (d) the Guarantee, duly executed by Mission Residential Holdings, LLC;

          (e) the Bill of Sale in the form attached hereto as Exhibit 4.03(e) (the “Bill of Sale”), duly executed by Buyer, and such other good and sufficient instruments of conveyance, transfer and assignment (in the form and substance reasonably acceptable to Buyer) as shall be necessary to vet in Buyer good and valuable title to the Purchased Assets being sold to Buyer as of the Closing Date, free and clear of all Liens, other than Permitted Liens;

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          (f) a counterpart to each Management Agreement Amendment with respect to the Management Agreements being assigned as of the Closing, in each case, duly executed by the owner of the applicable Managed Property;

          (g) a counterpart to the Management Subcontract Agreement (the “Subcontract Agreement”) with respect to the Management Agreements, which are not assigned to Buyer at the Closing in substantially the form attached hereto as Exhibit 4.03(g);

          (h) a certificate of an officer of each of Seller and MR Holdings certifying, as complete and accurate as of the Closing, to (i) the attached copies of the Governing Documents of each of Seller or MR Holdings, as applicable, (ii) resolutions or actions of the board of managers or other governing body of Seller or MR Holdings, as applicable, approving the execution and delivery of this Agreement and the other Seller Transaction Documents to which it is a party and the consummation of the transactions contemplated under this Agreement and such other Seller Transaction Documents and (iii) the incumbency and signatures of the officers or managers, as applicable, of Seller or MR Holdings executing this Agreement and the other Seller Transaction Documents to which it is a party;

          (i) certificates as to the good standing of Seller and MR Holdings, in each case, issued within ten (10) days of the Closing Date, issued by the appropriate Governmental Authorities within each jurisdiction where Seller and MR Holdings is organized;

          (j) copies of all approvals, authorizations, waivers, consents, releases and modifications of agreement of third parties required to be obtained pursuant to Section 8.03(b), in each case, in form and substance satisfactory to Buyer;

          (k) from each holder of Debt listed on Schedule 2.01(b) evidence reasonably satisfactory to Buyer that (i) the Debt has been fully paid and satisfied (including all accrued interest, prepayment penalties, early termination fees or other obligations), or otherwise fully discharged and (ii) (A) all Liens with respect thereto have been released and terminated and (B) all related UCC financing statements have been terminated or, in any case described in (A) or (B) above, arrangements reasonably satisfactory to Buyer shall have been made;

          (l) a certificate of the Chief Executive Officer (or other comparable title) of Seller and MR Holdings dated as of the Closing Date, certifying that the conditions set forth in Section 8.01 and 8.03 have been satisfied;

          (m) a non foreign person affidavit that complies with the requirements of Section 1445 of the Code, in a form reasonably satisfactory to Buyer, duly executed by Parent;

          (n) a counterpart to the Consulting and Transition Services Agreement, duly executed by Middleburg Capital, LLC;

          (o) a counterpart to the License Agreement, duly executed by Seller;

          (p) a counterpart to the Intellectual Property Assignments, duly executed by MR Holdings;

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          (q) a counterpart to the Indemnification/Termination Escrow Agreement, duly executed by Seller; and

          (r) such other documents and instruments as Buyer shall reasonably request to consummate or evidence the transactions contemplated hereby.

     Section 4.04 Deliveries by Buyer. At the Closing, Buyer shall deliver or cause to be delivered to Seller (or on behalf of Seller) the following items:

          (a) the Purchase Price (including the Escrow Deposit), less (x) the Holdback Amount, and (y) the Indebtedness Payoff Amount payable in cash by wire transfer of immediately available funds to the account designated by Seller;

          (b) $747,000.00 payable in cash by wire transfer of immediately available funds to Hunton & Williams LLP in respect of the payment of all outstanding invoices due and payable by Seller and its Affiliates to Hunton & Williams LLP for services rendered prior to the Closing Date (the “Hunton Legal Fees”);

          (c) $50,000.00 payable in cash by wire transfer of immediately available funds to Jenner & Block LLP in respect of the payment of certain outstanding invoices due and payable by Seller to Jenner & Block LLP for services rendered prior to the Closing Date (the “Jenner Legal Fees”);

          (d) the fee payable in cash to FBR Capital Markets & Co. pursuant to that certain letter agreement, dated as of January 29, 2010, between FBR Capital Markets & Co. and Parent, as amended to reflect a minimum fee of $500,000 for all of the transactions referenced therein (the “FBR Fees”), by wire transfer of immediately available funds to an account designated by FBR Capital Markets & Co.;

          (e) the Holdback Amount to the Escrow Agent in accordance with Section 3.05.

          (f) a certificate of the Manager of Buyer certifying, as complete and accurate as of the Closing, to (i) the attached copies of the Governing Documents of Buyer, (ii) the resolutions or actions of the board of managers approving the execution and delivery of this Agreement and the other Buyer Transaction Documents and the consummation of the transactions contemplated under this Agreement and the other Buyer Transaction Documents and (iii) the incumbency and signatures of the officers or managers, as applicable, of Buyer executing this Agreement and the other Buyer Transaction Documents;

          (g) a certificate as to the good standing of Buyer issued within ten (10) days of the Closing Date by the appropriate Governmental Authorities within the jurisdiction where Buyer is organized;

          (h) a certificate of the Chief Executive Officer (or other comparable title) of Buyer, dated as of the Closing Date, certifying that the conditions set forth in Section 8.01 and Section 8.02 have been satisfied;

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          (i) a counterpart to each of the Assignment and Assumption Agreement, the Bill of Sale, the Holdback Escrow Agreement, Intellectual Property Assignments, the Consulting and Transition Services Agreement, the Asset Management Agreement, the Lease Assignment and Assumption Agreement, the Guarantee, the Management Agreement Amendments, the Management Agreement Letter Agreement, the Subcontract Agreement, the License Agreement, and the Buyer Guaranty each duly executed by Buyer; and

          (j) such other documents and instruments as Seller shall reasonably request to consummate or evidence the transactions contemplated hereby.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF SELLER,
MR HOLDINGS, AND PRINCIPAL

     Each of Seller and MR Holdings, jointly and severally, and Principal, individually, represent and warrant to Buyer that the statements contained in this Article V are correct and complete as of the date hereof except as otherwise set forth in the schedules attached to this Agreement (the “Schedules”), which Schedules are incorporated by reference herein. Notwithstanding the foregoing or anything to the contrary in this Agreement, Principal’s representations and warranties are an accommodation to Buyer, and the remedies set forth in Article IX shall be the sole and exclusive remedy for a breach of the representations and warranties contained in this Article V. The Schedules shall be arranged in Sections corresponding to the numbered and lettered Sections of this Article V. The disclosures of any Section of the Schedules shall provide information regarding, and qualify only, the corresponding numbered and lettered Section of this Article V, unless and to the extent that (a) cross references to other Sections are set forth in the Schedules or (b) it is reasonably apparent due to the nature of the disclosure that such disclosure qualifies one or more of the numbered or lettered Sections of this Article V. Seller shall not be, nor shall it be deemed to be, in breach of any such representations and warranties (and no claim for indemnification by any Buyer Indemnified Party may be made pursuant to Section 9.02(a) hereof in respect thereof) in connection with any such matter so disclosed in the Schedules. Inclusion of information in the Schedules shall not be construed as an admission that such information is material to the business, operations or condition (financial or otherwise) of Seller, taken in part or as a whole, or as an admission of liability or obligation of MR Holdings, Seller or Principal to any third party.

     Section 5.01 Organization, Qualification and Power.

          (a) Each of Seller, Parent and MR Holdings is a limited liability company duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation. Seller is duly qualified or registered to conduct business as a foreign limited liability company and in good standing under the Laws of each jurisdiction where the ownership or use of the properties or assets owned or used by it or the activities conducted by it require such qualification or registration, except where the failure to be so qualified as a foreign limited liability company could not result in a Material Adverse Effect. The jurisdictions in which Seller is qualified or registered to do business as a foreign limited liability company are set forth on Schedule 5.01(a).

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          (b) Seller has no Subsidiaries and has never had any Subsidiaries. Seller does not own, directly or indirectly, any equity interest in any other Person and has never owned, directly or indirectly, any equity interest in any other Person.

          (c) Correct and complete copies of the organizational documents of Seller have been delivered or made available to Buyer.

     Section 5.02 Authorization. Seller has all requisite legal capacity, power and authority (including the requisite limited liability company power and authority) to own, operate or hold under lease its assets and properties as currently owned or operated by it. Each of Seller, MR Holdings, Parent and Principal has all requisite legal capacity, power and authority (including, if applicable, the requisite limited liability company power and authority) (a) to execute, deliver and perform this Agreement and the other Seller Transaction Documents to which it is a party and (b) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each of Seller, MR Holdings and Parent has duly and validly authorized the execution, delivery and performance of this Agreement and the other Seller Transaction Documents to which it is a party. This Agreement constitutes, and when executed and delivered by Seller, MR Holdings, Parent, and Principal, as the case may be, the other Seller Transaction Documents will constitute, the valid and legally binding obligation of Seller, MR Holdings, Parent, and Principal, which is a party thereto, enforceable against Seller, MR Holdings, Parent and Principal, as applicable, in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and similar Laws affecting creditors’ rights generally and general principles of equity (whether considered in equity or at law).

     Section 5.03 Non-Contravention. Except as set forth in Schedule 5.03, the execution, delivery and performance of this Agreement and the other Seller Transaction Documents by Seller, MR Holdings, Parent, or Principal, as applicable, and the consummation by Seller, MR Holdings, Parent, or Principal, as applicable, of the transactions contemplated hereby or thereby, and compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by Seller, MR Holdings, Parent, or Principal, as applicable, do not and will not conflict with, or result in any violation of, or any default (with or without notice or lapse of time, or both) under, any Law applicable to, or any provision of the Governance Documents of Seller, MR Holdings, or Parent, conflict with, result in any material violation or breach of, result in any material default (with or without notice or lapse of time, or both) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice or consent under, any Assumed Contract, or any other Contract to which any of the Purchased Assets are subject, result in the creation or imposition of any Lien (other than Permitted Liens) upon any of the Purchased Assets or result in a material breach of or material default (with or without notice or lapse of time, or both) under, or the cancellation, forfeiture, revocation, suspension or adverse modification of, any material Permit owned or held by Seller.

     Section 5.04 Debt. Schedule 5.04 sets forth all outstanding Debt of Seller in excess of One Thousand Dollars ($1,000.00) and all Liens (other than Permitted Liens) on the assets of Seller as of the date of the date hereof.

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     Section 5.05 No Brokers or Finders Fees. Except as set forth on Schedule 5.05, no agent, broker, investment banker, financial advisor or other Person is or will be entitled to any brokers’ or finder’s fee or any other commission or similar fee from Seller or any of its Affiliates in connection with the transactions contemplated by this Agreement.

     Section 5.06 Consents and Approvals; Permits.

          (a) Except as set forth on Schedule 5.06(a), no authorization, consent, approval or other action by, or notice to or filing with, any Person is required for the execution, delivery, performance or consummation of the transactions contemplated by this Agreement or any other Seller Transaction Documents to which it is a party by Seller, MR Holdings, Parent or Principal.

          (b) Set forth on Schedule 5.06(b) is a list of all material Permits which are necessary for the ownership or lease of the Purchased Assets and the operation of the Business by Seller as presently conducted. All such Permits are in full force and effect and to the Knowledge of Seller, have been duly and lawfully secured or made. There is no proceeding pending or, to the Knowledge of Seller, threatened, to revoke, suspend, withdraw or terminate any such Permit. Seller is in compliance in all material respects with all such Permit. Seller has fulfilled and performed its material obligations under each such Permits and there is no breach or default under any such Permit.

     Section 5.07 Title; Location of Purchased Assets; Sufficiency.

          (a) Seller holds good and marketable title to, or a valid leasehold interest or license in, the Purchased Assets, free and clear of all Liens (other than Permitted Liens).

          (b) All Tangible Personal Property is located at the real property leased by Mission Residential, LLC pursuant to the Oakton Office Lease. Following the Closing, the Purchased Assets, and rights related thereto (together with any cash that is needed to operate the Business), will be sufficient to carry on the Business in all material respects in the manner in which its is conducted as of the date hereof and as of the Closing Date.

     Section 5.08 Intellectual Property. Schedule 5.08 contains (a) a complete and correct list of all patents, trademarks, trade names, service marks, service names, trade dress, logos, copyrights and domain names owned or licensed by Seller or used in the Business (collectively, “Registrations”) and (b) a complete and correct list of all licenses, sublicenses and other agreements relating thereto to which Seller is a party. Seller either has a legally enforceable right to use, or owns the entire right, title and interest, free and clear of any Lien (other than Permitted Liens), in and to the Intellectual Property. The Intellectual Property constitutes all of the intellectual or proprietary property reasonably necessary for conduct of the Business or used by Seller as of the date hereof and as of the Closing Date. None of the Intellectual Property is subject to any pending or, to the Knowledge of Seller, threatened challenge, and none of Seller, MR Holdings, Parent or Principal has received any written notice that any Intellectual Property is invalid or that any Intellectual Property or any products or services made, sold or used in connection with the Business conflict with or infringe the rights of others. To the Knowledge of Seller, no third party has infringed or misappropriated, or is infringing or misappropriating any

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of the Intellectual Property. Except as set forth in Schedule 5.08, none of Seller, MR Holdings, Parent or Principal has granted a license or assignment of any rights in and to the Intellectual Property.

     Section 5.09 Compliance with Laws; Litigation.

          (a) Seller is in compliance in all material respects with all material Laws applicable to Seller or to the Business or to the use of the Purchased Assets. Seller has not, and to the Knowledge of Seller, none of its Affiliates, have received any written notice asserting any non-compliance with any Laws. To the Knowledge of Seller, Seller, has not received any oral notice asserting any non-compliance with any Laws.

          (b) There is no action, lawsuit, proceeding, claim, or legal, administrative, arbitration or governmental investigation pending or, to the Knowledge of Seller, threatened, against Seller or otherwise with respect to the Business, the Purchased Assets, this Agreement or the transactions contemplated hereby, including any such action which questions the validity or legality of, or is otherwise related to, the transactions contemplated hereby. To the Knowledge of Seller, no event has occurred or circumstances exist that could give rise to or serve as a valid basis for the commencement of any such action.

          (c) Except as set forth on Schedule 5.09, there has not during the past three (3) years been any material action, lawsuit, proceeding, claim, or legal, administrative, arbitration or governmental investigation pending or, to the Knowledge of Seller, threatened, against Seller or otherwise with respect to the Business or the Purchased Assets.

          (d) Except as set forth on Schedule 5.09, there is no, and there has not been, any judgment, order, writ, injunction, decree or other similar award outstanding (whether rendered by a court, administrative agency or other Governmental Authority, or by arbitration) against Seller or any of its Affiliates or by which Seller or any of its Affiliates is bound, in each case, which relates to the Business, the Purchased Assets, this Agreement or the transactions contemplated hereby, and Seller and its Affiliates are not in breach of any such judgment, order, writ, injunction, decree or similar award.

     Section 5.10 Financial Statements. The Financial Statements (a) were derived from the books and records of Seller, (b) fairly present in all material respects the financial condition and results of operations of Seller as of and at the dates and as of and for the periods indicated therein and (c) have been prepared in accordance with GAAP as modified by the Accounting Methods.

     Section 5.11 [RESERVED]

     Section 5.12 Absence of Changes. Except as set forth on Schedule 5.12, since December 31, 2009, Seller has conducted the Business only in the Ordinary Course of Business and Seller has not:

          (a) mortgaged, pledged, charged or subjected to any Lien (other than Permitted Liens) any of the Purchased Assets;

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          (b) other than in the Ordinary Course of Business, prepaid or cancelled any rights, debts or claims of Seller that relate to the Purchased Assets;

          (c) sold, licensed or assigned, granted or otherwise transferred or disposed of rights under any of the Intellectual Property, or abandoned, canceled or otherwise failed to maintain any such rights;

          (d) changed the accounting methods or Tax elections used by Seller;

          (e) adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization with respect to Seller;

          (f) suffered material damage to, or destruction or loss (whether or not covered by insurance) of, any Purchased Asset or failed to maintain any Purchased Asset in the Ordinary Course of Business (ordinary wear and tear accepted);

          (g) revalued any of the Purchased Assets other than as reflected on the Financial Statements;

          (h) (i) made any increase in the amount of any bonuses, salaries or other compensation to or with respect to any Employee or any manager of officer of Seller (except in the Ordinary Course of Business), (ii) entered into or adopted any Employee Plan, including any employment, severance or similar Contract or (iii) made any increase in the amount of or institution of any fees, bonuses, commissions or incentives to or with respect to any Person providing services to Seller or entered into any new Contract for such services outside the Ordinary Course of Business;

          (i) entered into, terminated or modified any collective bargaining agreement;

          (j) failed to perform any material obligations of Seller under any Assumed Contract or material Permit;

          (k) adopted or increased the payments or benefits payable under any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other Employee Plan;

          (l) failed to maintain relations and preserve substantially intact business relationships with suppliers and creditors of Seller;

          (m) modified or waived in any material respect any provision of any Assumed Contract pursuant to which Seller is entitled to a fee, payment or other benefit outside of the Ordinary Course of Business;

          (n) failed to renew or maintain any insurance coverage with respect to the Purchased Assets; or

          (o) agreed or committed, orally or in writing, to do any of the foregoing.

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     Section 5.13 Books and Records. The Books and Records of Seller, all of which have been made available to Buyer, are complete and correct, in all material respects, and have been maintained in accordance with sound business practices and applicable Laws.

     Section 5.14 Real Property; Security Deposits.

          (a) Seller does not own or lease any real property. Seller currently occupies a portion of the real property leased by Mission Residential, LLC pursuant to the Oakton Office Lease.

          (b) The security deposit accounts pertaining to the Managed Properties have been at all times and currently are maintained, in all material respects, in accordance with all applicable Laws.

     Section 5.15 Material Contracts; Management Agreements.

          (a) Schedule 5.15 is a list of all Contracts meeting the following descriptions (“Material Contracts”), true and complete copies of which (including all amendments, modifications, extensions, renewals, and other agreements with respect thereto) have been provided or made available to Buyer:

          (i) each Contract whereby Seller has an obligation to make an investment in or loan to any Person;

          (ii) each Contract that constitutes a lease of any personal property with (A) aggregate rental payments in excess of $15,000.00 or (B) the remaining term in excess of one year and which is non-cancelable without penalty and aggregate annual rental payment in excess of $5,000.00 or (C) the loss of which would be material to the operation of business of Seller;

          (iii) each Contract that involves performance of services, delivery of goods or materials or payments by Seller of an amount or value in excess of $10,000.00;

          (iv) each Contract that was not entered into in the Ordinary Course of Business;

          (v) each Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property, (except personal property leases having a value per item or aggregate payments of less than $15,000.00);

          (vi) each Contract with respect to Intellectual Property, including Contracts with current employees, consultants, or contractors regarding the ownership, use or non-disclosure of any of the Intellectual Property;

          (vii) each Contract that constitutes an agreement to purchase or sell a capital asset for a price in excess of $20,000.00;

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          (viii) each Contract that constitutes or amends any employment, consulting, management, severance, change in control or indemnification arrangement, agreement or understanding between Seller, on the one hand, and any directors, officers, or other Employees on the other hand that make in excess of $10,000.00 per year;

          (ix) each Contract pursuant to which Seller has granted a power of attorney or other similar grant of agency;

          (x) each Contract with any labor union or association representing any Employee of any of Seller;

          (xi) each Contract that constitutes a bonus, pension, profit sharing, retirement or other form of deferred compensation plan;

          (xii) each Contract that prohibits Seller from freely engaging in business anywhere in the world or concerning confidentiality (except Contracts concerning confidentiality entered into in the Ordinary Course of Business);

          (xiii) each Contract, including any joint venture, partnership, or limited liability company agreement, involving a sharing of profits, losses, costs, Taxes, or other liabilities by Seller with any other Person;

          (xiv) each Contract under which Seller has created, incurred, assumed or guaranteed Debt obligations in excess of $15,000.00;

          (xv) each Contract relating to a sales broker, sales agency, advertising agency or finder’s relationship with Seller;

          (xvi) each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which Seller will be required to pay in excess of $10,000.00 after the date of this Agreement;

          (xvii) each Contract pursuant to which Seller has obligations to indemnify another Person (other than Contracts entered into in the Ordinary Course of Business);

          (xviii) each Contract relating to any surety bond or letter of credit; and

          (xix) each Contract pursuant to which Seller provides the Services to the Managed Properties (collectively, the “Management Agreements”).

          (b) All of the Assumed Contracts are valid, binding and enforceable as to Seller and, to the Knowledge of Seller, the other parties thereto, in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and similar laws, both state and federal, affecting the enforcement of creditors’ rights or remedies generally as from time to time in effect or (ii) principles of equity, whether considered at law or in equity. No event has occurred or circumstances exist that could, with the passage of time or compliance with any applicable notice requirements or both,

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constitute a default of, result in a violation or breach of, or give any right to accelerate, modify, cancel or terminate any Assumed Contract by Seller or, to the Knowledge of Seller, any other party under any such Assumed Contract. Seller is not, and to the Knowledge of Seller, no other party thereto, is in material breach or material default under any Assumed Contract, and no right of acceleration, modification, cancellation or termination is currently in favor of Seller, or to the Knowledge of Seller, any other party to such Assumed Contract. Seller has not received written notice that any party to any Assumed Contract intends to cancel or terminate any such Assumed Contract or to not exercise any option to renew thereunder, and to the Knowledge of Seller, no party to any Assumed Contract otherwise intends to exercise any right of cancellation, termination or to not exercise any option to renew thereunder. Seller has not made any prior assignment of any Assumed Contract or any of its rights or obligations thereunder.

     Section 5.16 [RESERVED]

     Section 5.17 Insurance. Schedule 5.17 sets forth a true and complete list of each insurance policy currently maintained by or on behalf of or for the benefit of Seller (specifying the insurer, amount of coverage and type of insurance) with respect to the Purchased Assets (each, an “Insurance Policy”). Seller has made available to Buyer copies of each such Insurance Policy. Except as set forth on Schedule 5.17, all such insurance coverage is occurrence-based. With respect to each Insurance Policy, to the Knowledge of Seller, (a) the policy is legal, valid, binding, enforceable and in full force and effect without any lapse, (b) no party to the policy is in material breach or material default (including with respect to the payment of premiums or the giving of notices), and (c) no event has occurred that, with notice or the lapse of time, or both, would constitute a material breach or material default, or permit termination, modification or acceleration under such policy; and no party to the policy has repudiated any provision of such policy.

     Section 5.18 Employees.

          (a) Schedule 5.18(a) sets forth the name, date of hire, job title, current compensation paid or payable, including annual vacation accrued and status (e.g., leave of absence, disability, layoff, active, temporary) and location, of each Employee. Seller has paid in full or accrued in the Financial Statements, as applicable, in a timely manner, all wages, salaries, commissions, incentives, bonuses and other compensation due to any Employee or otherwise arising under any Employee Plan or Law prior to the Closing. No employee of Seller has provided written notice to Seller to cancel or terminate such Person’s relationship with Seller.

          (b) To the Knowledge of Seller, Seller:

          (i) is in compliance with all applicable Laws, respecting labor, employment, employment practices, terms and conditions of employment, wages and hours, termination of employees, classification of employees, and immigration, and is not engaged in any unfair labor practice, including any such Laws respecting employment discrimination and occupational safety and health requirements,

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          (ii) has complied in all material respects with the withholding and reporting requirements with respect to wages, salaries and other payments to employees of Seller, and

          (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for employees of Seller (other than routine payments to be made in the normal course of business and consistent with past practice).

          (c) Seller is not delinquent in any payments to any of its employees for any wages, salaries, commissions, bonuses, severance, termination pay or other compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees.

          (d) There are no actions by any Employee or former employee pending or, to the Knowledge of Seller, threatened in writing against Seller.

          (e) There is no litigation, grievance, arbitration proceeding, administrative proceeding, governmental investigation, citation, consent decree, conciliation agreement, audit or action of any kind pending or, to the Knowledge of Seller, threatened relating to employment, employment practices, labor relations and employee benefits, terms and conditions of employment or wages and hours.

          (f) Seller is not a party to any collective bargaining agreement or other labor union agreement nor, to the Knowledge of Seller, are there pending any union organizational activities or proceedings.

          (g) There is no unfair labor practice complaint against Seller pending or, to the Knowledge of Seller, threatened to commence any unfair labor practices complaint before the National Labor Relations Board or any other Governmental Authority. There is no labor strike, dispute, walkout, lockout, slowdown or stoppage pending or, to the Knowledge of Seller, threatened against Seller.

          (h) There are no representation petitions or other similar petitions or requests for representation pending, or to the Knowledge of Seller, or proposed or threatened, before the National Labor Relations Board or any other federal, provincial, state or local agency in any jurisdiction or Governmental Entity in connection with any Persons employed by Seller.

          (i) The consummation of the transactions contemplated hereby shall not entitle any employee of Seller to (i) terminate his or her employment or receive additional compensation in connection with such termination or (ii) alter in any way their terms or conditions of employment.

          (j) Seller has complied in all material respects with the requirements of the Immigration Reform and Control Act of 1986, as amended, and all related regulations and all executive orders in effect regarding the employment in the U.S. of persons who are not citizens of the U.S. Schedule 5.18(j) of the Disclosure Schedules (i) contains a list of each employee of

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Seller working in the U.S. who is not a U.S. citizen and (ii) describes for each the authorization under which the employee is permitted to work in the U.S.

          (k) Seller has not implemented any plant closing or mass layoff of employees that could implicate (i) the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Law (including without limitation similar state and local laws), or (ii) any labor notice, bargaining obligation or consultation requirement of any Law or labor agreement.

     Section 5.19 Employee Benefits.

          (a) Schedule 5.19(a) sets forth a complete list of (i) all “employee benefit plans,” as defined in Section 3(3) of ERISA, (ii) all other severance pay, salary continuation, bonus, incentive, stock option, or other equity, retirement, pension, profit sharing, welfare, fringe benefit or deferred compensation plans, contracts, programs, funds, or arrangements of any kind, and (iii) all other employee benefit plans, contracts, programs, funds, or arrangements (whether written or oral, qualified or nonqualified, funded or unfunded, foreign or domestic, currently effective or terminated) and any trust, escrow, or similar agreement related thereto, in respect of any Employees or former employees, directors, officers, shareholders, members, managers, consultants, or independent contractors of Seller has made or is required to make payments, transfers, or contributions, or has any liability (all of the above being hereinafter individually or collectively referred to as “Employee Plan” or “Employee Plans,” respectively). Seller has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Employee Plans, and neither Buyer nor any affiliate of Buyer shall have any liability or obligation with respect to any of the Employee Plans as a result of this transaction.

          (b) True and complete copies of the following materials have been delivered or made available to Buyer: (i) the plan documents for each Employee Plan and all amendments thereto, (ii) all determination letters from the IRS with respect to each Employee Plan intended to be qualified under Section 401(a) of the Code, (iii) all current and prior summary plan descriptions, summaries of material modifications, annual reports, summary annual reports, and any other documents used to communicate the Employee Plans to employees, (iv) all trust agreements, insurance contracts, and other documents relating to the funding or payment of benefits under any Assumed Plan, (v) all documents, including without limitations, Form 5500, relating to any Employee Plan required to have been filed prior to the date hereof with respect to each Employee Plan, (vi) any communication, opinion, ruling or determination from any Governmental Authority, including the IRS, Department of Labor, or Pension Benefit Guaranty Corporation with respect to any Employee Plan, (vii) financial statements and actuarial reports, if any, for each Employee Plan for the three most recently completed plan years, and (viii) any other documents, forms or other instruments relating to any Employee Plan reasonably requested by Buyer.

          (c) Each Employee Plan has, in all material respects, been maintained, operated, and administered in compliance with its terms and any related documents or agreements and in compliance with all applicable Laws.

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          (d) Each Employee Plan intended to be qualified under Section 401(a) of the Code is so qualified and has received a favorable determination letter from the IRS as to the qualification and the tax exempt status of each trust thereunder, and such determination letter remains in effect and has not been revoked. Nothing has occurred that could reasonably be expected to result in the loss of the qualification of any such Employee Plan or trust under Section 401(a) or 501(a) of the Code.

          (e) Neither Seller nor any ERISA Affiliate currently has and at no time in the past has had an obligation to contribute to a “defined benefit plan” as defined in Section 3(35) of ERISA, a pension plan subject to the funding standards of Section 302 of ERISA or Section 412 or 426 of the Code, a “multiemployer plan” as defined in Section 3(37) of ERISA or Section 414(f) of the Code, or a “multiple employer plan” within the meaning of Section 210(a) of ERISA or Section 413(c) of the Code.

          (f) With respect to each Employee Plan that is a group health plan benefitting any current or former employee of Seller or any ERISA Affiliate that is subject to Section 4980B of the Code, or was subject to Section 162(k) of the Code, Seller and each ERISA Affiliate has complied, in all material respects, with (i) the continuation coverage requirements of Section 4980B of the Code and Section 162(k) of the Code, as applicable, and Part 6 of Subtitle B of Title I of ERISA and (ii) the Health Insurance Portability and Accountability Act of 1996, as amended.

          (g) No Employee Plan provides benefits, including death or medical benefits, beyond termination of service or retirement other than retirement benefits under a pension plan, or continuation healthcare coverage mandated by Law.

          (h) The Seller nor any Affiliates has any obligation to reimburse, pay or make whole any Person for adverse tax consequences or any related costs (including interest, penalties or additional excise taxes), including consequences or costs arising under Section 409A, Section 280G or Section 4999 of the Code relating to any payment made, provision of, omission from or operation of any Employee Plan.

          (i) Each Employee Plan that is subject to Section 409A of the Code materially complies in form and in operation with paragraphs (2), (3) and (4) of Code Section 409A.

          (j) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereunder, will, either alone or together with some other event, (i) result in any material payment (including severance, unemployment compensation, golden parachute or otherwise) becoming due to any director, officer or any employee under any Employee Plan or otherwise, (ii) materially increase any benefits otherwise payable under any Employee Plan, or (iii) result in any acceleration of the time of payment or vesting of any such benefits to any material extent.

     Section 5.20 Environmental Matters.

          (a) Seller is, and for the past five (5) years, has been in material compliance with all applicable Environmental Laws.

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          (b) Seller has not received written notice of any alleged, actual or potential responsibility for, or any inquiry or investigation regarding, and to the Knowledge of Seller there has not been, (i) any Release or threatened Release of any Hazardous Substance at or affecting any real property occupied or managed by Seller or (ii) any alleged violation of or non-compliance with any Environmental Law by Seller or the conditions of any Permit of Seller required under any Environmental Law for any property occupied or managed by Seller. Seller is not subject to any order of a Governmental Authority related to any real property occupied or managed by Seller nor has Seller received written notice of any claim or action by any Person against Seller alleging injury or damage to any Person, property, natural resource or the environment arising from or relating to any Release or threatened Release of any Hazardous Substances from any real property occupied or managed by Seller.

          (c) There are no (i) reports submitted by Seller or, to the Knowledge of Seller, any of its respective Affiliates, to any Governmental Authority with respect to any Hazardous Substance contamination or Release (or clean-up thereof) at any real property occupied or managed by Seller, and except as set forth in Schedule 5.20(c), (ii) reports resulting from any environmental or safety inspection or assessment at any real property occupied or managed by Seller, that have been performed by (A) Seller or, to the Knowledge of Seller, any of its respective Affiliates or (B) any other Person and provided to Seller or, to the Knowledge of Seller, any of its respective Affiliates.

     Section 5.21 Absence of Certain Commercial Practices. Except in compliance with applicable Law, Seller has made all payments to any non-U.S. Person by check mailed to such non-U.S. Person’s principal place of business or by wire transfer to a bank located in the same jurisdiction as such non-U.S. Person’s principal place of business.

     Section 5.22 Taxes.

          (a) All material Tax Returns with respect to Seller and its assets that are required to been filed in any jurisdiction have been timely filed and accurately prepared, and all Taxes shown to have been due and payable on such Tax Returns have been paid or set aside in accounts for payment, or accrued or reserved in cash for such payments on its books and records of Seller, and Seller is not presently under audit by any Governmental Authority with respect to any such Taxes.

          (b) (i) Accurate and complete copies of all of the Tax Returns of Seller for all periods for which the applicable statute of limitations remains open have been made available to Buyer, except for those periods for which returns are not yet due, and (ii) Seller has not received any written notice of any Tax deficiency outstanding, proposed or assessed against or allocable to it, and has not executed any waiver of any statute of limitations on the assessment or collection of any Tax or executed or filed with any Governmental Authority any contract now in effect extending the period for assessment or collection of any Taxes against it.

          (c) (i) There are no Liens for Taxes upon, pending against or, to the Knowledge of Seller, threatened against, any of the Purchased Assets, except for Permitted Liens, and (ii) Seller is not subject to any Tax allocation or sharing contract.

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          (d) (i) Seller has, since the date of its formation, been treated as a disregarded entity for federal income tax purposes, (ii) MR Holdings has, since the date of its formation, been treated as a disregarded entity for federal income tax purposes, (iii) Parent has, since the date of its formation, been treated as a partnership for federal income tax purposes, and (iv) none of MR Holdings, Seller, Parent or any Governmental Authority has taken a contrary position.

          (e) Seller is a United States person not subject to withholding under Section 1446 of the Code.

          (f) Seller (A) has not been a member of an affiliated group filing a consolidated Tax Return or (B) has no liability for Taxes of any person under Treas. Reg. Section 1.1502-6 (or similar provision of state, local or non-US law) as a transferee or successor by contract or otherwise.

          (g) Neither MR Holdings nor Seller has been a party to any “listed transaction” or “transaction of interest” as defined in Code Section 6706(A)(c)(2) and the regulations promulgated thereunder.

     Section 5.23 Solvency. Immediately after giving effect to the transactions contemplated by this Agreement, (a) the amount of the Fair Value of the assets of Seller will, as of such date, exceed the amount of all liabilities of Seller, contingent or otherwise, as of such date, (b) Seller’s Liabilities will not be beyond its ability to pay as such debts mature, and (c) Seller will not have, as of such dates, an unreasonably small amount of capital with which to conduct its business or an unreasonably small amount of assets in relation to its future business. For purposes of this Section 5.23, “Fair Value” means the amount for which the assets of Seller might be expected to be sold to a willing buyer by a willing seller, neither being under compulsion, each having reasonable knowledge of all relevant facts, with equity to both, with no definite time period required to consummate the sale, and with buyer and seller contemplating the retention of the facilities at their present location for continuation of current operations; “Liabilities” means “liability on a claim,” and “claim” means (i) any right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured and (ii) any right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, secured or unsecured.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer hereby represents and warrants to Seller as follows:

     Section 6.01 Organization. Buyer is a limited liability company duly formed, validly existing and in good standing under the laws of the Commonwealth of Virginia.

     Section 6.02 Authorization. Buyer has all requisite limited liability power and authority (a) to make, execute, deliver and perform this Agreement and the other Buyer

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Transaction Documents and (b) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the other Buyer Transaction Documents have been duly and validly authorized by all necessary corporate action on the part of Buyer. This Agreement constitutes, and when executed and delivered the other Buyer Transaction Documents will constitute, the valid and legally binding obligation of Buyer, enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and similar Laws affecting creditors’ rights generally and general principles of equity (whether considered in equity or at law).

     Section 6.03 Non-Contravention. Neither the execution or delivery of this Agreement or any of the other Buyer Transaction Documents by Buyer, and compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by Buyer, will (a) result in a violation of, in any material respect, any applicable Law, (b) conflict with, or result in any violation of, or any default (with or without notice or lapse of time, or both) under, any provision of its Governing Documents or (c) except as set forth in Schedule 6.03, conflict with, result in any violation or breach of, result in any default (with or without notice or lapse of time, or both) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice or consent under, any material Contract to which Buyer, is a party or by which it is bound.

     Section 6.04 No Consents. No authorization, consent, approval or other action by, or notice to or filing with, any Person is required for the execution, delivery, performance or consummation of the transactions contemplated by this Agreement or any other Buyer Transaction Documents by Buyer.

     Section 6.05 No Brokers. Except as disclosed on Schedule 6.05, no agent, broker, investment banker, financial advisor or other Person is or will be entitled to any brokers’ or finder’s fee or any other commission or similar fee from Buyer or any Subsidiary in connection with the transactions contemplated by this Agreement.

     Section 6.06 Litigation. There is no action, lawsuit, proceeding, claim, or legal, administrative, arbitration or governmental investigation pending or, to the knowledge of Buyer, threatened, against Buyer or otherwise with respect to this Agreement or the transactions contemplated hereby, including any such action which questions the validity or legality of, or is otherwise related to, the transactions contemplated hereby.

     Section 6.07 Projections; Investigation.

          (a) In connection with Buyer’s investigation of Seller, Buyer has received from or on behalf of Seller and its Affiliates certain projections and business plan information. Buyer acknowledges that (i) there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans and, accordingly, is not relying on them, (ii) Buyer is familiar with such uncertainties, (iii) Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts) and (iv) Buyer shall have no claim against Seller with

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respect thereto. Accordingly, Buyer acknowledges that neither Seller nor any Affiliate of Seller has made any representation or warranty with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and other forecasts and plans).

          (b) Buyer has been given the opportunity to ask questions of, and receive answers from, Seller and its Affiliates concerning Seller and the Business, the transactions contemplated by this Agreement, the Purchased Assets, the Assumed Liabilities and other related matters. To the knowledge of Buyer, Seller and its Affiliates have made available to Buyer, its agents and/or representatives the documents and information requested by or on behalf of Buyer relating to the Purchased Assets and Assumed Liabilities, and Buyer has made its own inquiry and investigation into the Purchased Assets and Assumed Liabilities, and based thereon, has formed an independent judgment concerning the Purchased Assets.

ARTICLE VII

COVENANTS

     Section 7.01 Access to Information. Subject to any confidentiality obligations in existence on the date of this Agreement, prior to the earlier to occur of the Closing and the termination of this Agreement, Buyer may make such reasonable investigation of the Purchased Assets, the Business, and the Managed Properties as Buyer may reasonably request. Seller shall give to Buyer and its key employees, counsel, financial advisors, accountants and other representatives reasonable access, on reasonable notice during normal business hours throughout the period prior to the Closing to the offices of Seller and the Managed Properties and to the Books and Records of Seller, as Buyer may reasonably request. Buyer shall hold, and cause its employees and representatives to hold, all information and documents received pursuant to this Section 7.01 confidential and, if the transactions contemplated by this Agreement are not consummated for any reason, shall return to Seller or destroy all such information and documents and any copies as soon as practicable (including any information held electronically; provided, however, nothing contained in this Section 7.01 shall obligate Buyer to remove any such information or documents held on Buyer’s computer hard drives solely as archival backups). Between the date hereof and the Closing, Buyer and its representatives shall not contact or communicate with any employees, investors, lenders and customers of Seller in connection with the transactions contemplated hereby without the prior consent of Seller, which consent may be withheld, conditioned or delayed in Seller’s reasonable discretion.

     Section 7.02 Conduct of Business Pending the Closing Date. From and after the date hereof, until the earlier of the Closing and the termination of this Agreement, except as otherwise expressly permitted by this Agreement or consented to by Buyer in writing, Seller shall, and to the extent applicable to the Purchased Assets or the Business, cause its Affiliates to:

          (a) operate the business and affairs of Seller in the Ordinary Course of Business and maintain the Purchased Assets in compliance in all material respects with all applicable Laws;

          (b) keep full, complete and accurate Books and Records;

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          (c) maintain its existence and maintain Seller’s good standing in its jurisdiction of organization;

          (d) maintain the general character of the Purchased Assets in the ordinary and usual manner;

          (e) maintain all material Permits required to be held by Seller and timely file all reports, statements, renewal applications and other filings, and timely pay all fees and charges in connection therewith that are required to keep such Permits in full force and effect;

          (f) maintain in full force and effect substantially the same Insurance Policies now in effect with respect to the Purchased Assets, and, if applicable, renew or replace such Insurance Policies with coverage no less favorable to Seller;

          (g) comply in all material respects with all Environmental Laws applicable to the operation of Seller, the Business or the operation of the Purchased Assets, the leasing of the Oakton Office Lease and the management of the Managed Properties;

          (h) ensure that all obligations of Seller and its Affiliates required to be performed under the Oakton Office Lease Assumed Contracts are satisfied in all material respects;

          (i) notify Buyer in writing (as promptly as practicable) in the event that it becomes aware of any material change with respect to any Purchased Asset, Assumed Liability or Managed Property;

          (j) duly and timely file or cause to be filed Tax Returns and all other material reports and returns required to be filed with any Governmental Authority and promptly pay or cause to be paid when due all Taxes and other material assessments and governmental charges, including interest and penalties levied or assessed, unless contested in good faith by appropriate proceedings; and

          (k) take no action which materially adversely affects the ability of any party to (i) obtain the consents required pursuant to Section 8.03(b), or (ii) perform its covenants and agreements under this Agreement; and

          (l) continue to pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accounts (unless such discount is consented to by the applicable counter party).

     Section 7.03 Prohibited Actions Pending the Closing Date. Unless (i) otherwise expressly provided for herein, (ii) necessary to effect the transactions contemplated herein or (iii) approved by Buyer in writing from the date of this Agreement until the earlier of the Closing or the termination of this Agreement, Seller shall not, and where applicable, cause its Affiliates to not:

          (a) interfere with or disrupt Seller’s relationship with any owner or lessee of any of the Managed Properties or the lessor under the Oakton Office Lease;

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          (b) remove any Tangible Personal Property included in the Purchased Assets from the leased premises under the Oakton Office Lease or any Managed Property;

          (c) renew, extend, terminate, modify or waive, in each case, in any material respect, any term or condition of any Assumed Contract, or enter into any new real property lease or Assumed Contract;

          (d) make any capital improvements to any at the leased premises under the Oakton Office Lease;

          (e) make any capital improvements to any Managed Property in excess of $10,000.00 without prior written notice to Buyer;

          (f) release any funds constituting some or all of the Managed Properties Security Deposits, except to the extent released to a tenant or former tenant of a unit at the Managed Properties and only to the extent required by the terms of such tenant’s lease;

          (g) make any commitments or representations to any applicable Governmental Authority that would in any manner be binding upon Buyer or the Purchased Assets;

          (h) sell, transfer, assign, pledge, ground lease or otherwise dispose of, or agree to sell, transfer, assign, pledge, ground lease or dispose of any Purchased Asset;

          (i) solicit, pursue, negotiate, work or consult with any other party with respect to (x) any possible sale, lease or transfer of any of the Purchased Assets, (y) any possible sale or other transfer of any direct or indirect ownership interests in Seller, or (z) any financing secured by any of the Purchased Assets; and

          (ii) execute any agreements relating to or enter into any transaction described in clause (i) above;

          (i) take any action prior to the Closing outside of the Ordinary Course of Business;

          (j) permit any of the Purchased Assets to become encumbered by any additional indebtedness for borrowed money;

          (k) create, permit or grant any new Liens on any Purchased Asset or Managed Property (other than Permitted Liens);

          (l) modify, amend or supplement, in each case, in any material respect, the terms or conditions of, or terminate, any of the Assumed Contracts;

          (m) issue, deliver, transfer, license, pledge, encumber, sell, dispose of, or grant any option or other right in respect of, any ownership interest in any Purchased Asset;

          (n) dispose of or permit to lapse any right to the use of any material patent, trademark, trade name, service mark, license or copyright of any Seller (including any of the

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Intellectual Property), or dispose of or disclose to any Person (other than customers, licensors and suppliers in the Ordinary Course of Business that are contractually bound to maintain the confidentiality thereof), any trade secret, formula, process, technology or know-how of Seller not heretofore a matter of public knowledge;

          (o) increase in any manner the base compensation of, or enter into any new bonus, incentive or other compensation agreement or arrangement with, any of its employees, officers, directors, third party contractors or consultants;

          (p) other than vesting eligibility requirements that change or come into effect with the passage of time pursuant to the terms of existing Employee Plans, pay or agree to pay any additional pension, retirement allowance or other employee benefit under any Employee Plan to any of its Employees, except as may be required by the terms of any applicable plan or agreement in effect prior to the Effective Date or except as required by applicable Law;

          (q) adopt, amend or terminate any Benefit Plan, which results in additional payments or benefits provided by Seller or materially increase the benefits provided under any Benefit Plan applicable to and having a material effect on Seller, or promise or commit to undertake any of the foregoing in the future;

          (r) amend or terminate any existing employment agreement or enter into any new employment agreement, except as required by the terms of any such agreement in effect prior to the date hereof or as otherwise contemplated herein;

          (s) modify or amend any Governance Document of Seller;

          (t) initiate or settle any lawsuit or other similar proceeding before any Governmental Authority or any arbitration panel involving the Purchased Assets without the prior written consent of Buyer;

          (u) liquidate or terminate its existence;

          (v) create any Subsidiary to acquire any capital stock or other equity securities of any corporation or acquire any equity or ownership interest in any business or entity;

          (w) directly or indirectly, solicit, encourage, or induce, or attempt to solicit, encourage, or induce (i) any employee of Seller to leave the employ of Seller or (ii) any independent contractor of Seller to cease performing services for the benefit of Seller;

          (x) make or change any Tax election, change any annual accounting period, adopt or change any accounting method, file an amended Tax Return, enter into any closing agreement, waive or extend any statute of limitations with respect to Taxes, settle or compromise any Tax liability, claim or assessment, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax affecting Seller; or

          (y) take any action that would materially and adversely affect the ability of the parties to consummate the transactions contemplated hereunder.

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Nothing contained in this Agreement shall give Buyer, directly or indirectly, rights to control or direct Seller’s operations prior to the Closing Date.

     Section 7.04 Insurance Policies. Seller shall, at its expense, keep in full force and effect through the Closing, coverage under the Insurance Policies that insure the Purchased Assets on the terms existing as at the date hereof, other than changes in the premiums on any such Insurance Policies that arise in the Ordinary Course of Business in connection with any renewal or replacement of any such Insurance Policy.

     Section 7.05 Consents.

          (a) The Parties hereto shall use their respective commercially reasonable efforts, and shall cooperate with each other, to promptly make all filings with, provide notices to, obtain all consents, waivers, approvals, authorizations and permits that is required or reasonably appropriate in connection with the consummation of the transactions contemplated hereby, including, without limitation, (i) those to be made with, provided to or obtained from any Governmental Authority and (ii) those to be made with, provided to or obtained from any party to any Assumed Contract.

          (b) Buyer shall use its commercially reasonable efforts to cause the conditions set forth in Sections 8.01 and 8.03 to be satisfied and to consummate the transactions contemplated herein, provided that, except as expressly set forth herein, Buyer shall not be required to expend any funds to obtain any third party consents, waivers, permits, registrations, authorizations and approvals of Governmental Authority. Notwithstanding the forgoing, the costs and expenses requested by lender to be paid in connection with obtaining the Lender Consents shall be borne by Buyer up to One Hundred Thousand Dollars ($100,000.00), in the aggregate, for all such costs and expenses (the “Expense Threshold”); provided that any refusal of Buyer to pay any such costs and expenses in excess of the Expense Threshold plus 100% of such amount, will not be a breach of this Agreement.

     Section 7.06 Notice. Each of Seller and MR Holdings, on the one hand, and Buyer, on the other hand, will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties contained in this Agreement. No disclosure by Seller or MR Holdings pursuant to this Section 7.06 shall be deemed to amend or supplement the Schedules; provided, however, if the adverse development relates to new actions, occurrences, or events, first arising after the date of this Agreement, and prior to the Closing, subject to Buyer’s rights under Section 8.05(b), the updated or amended Schedules shall cure or remedy any misrepresentation, breach of warranty, for purposes of the provisions of Article V, solely to the extent of such update or amendment.

     Section 7.07 Other Action. Each of the MR Holdings, Seller and Buyer shall, at the earliest practicable date, use its commercially reasonable efforts to take or cause to be taken all things necessary, under applicable Laws and to cause the fulfillment of all of the conditions to its obligations to consummate the transactions contemplated by this Agreement, including preparing and filing all forms, registrations, requests and notices required to obtain any requisite consent by any third party or Governmental Authority.

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     Section 7.08 Further Assurances. Following the Closing, Buyer and Seller shall, from time to time, at the request of any other Party hereto and without further cost or expense to the requesting Party, do and perform, or cause to be done and performed, all further acts and things and shall execute and deliver all further agreements, certificates, instruments and documents as any other Party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement or any of the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

     Section 7.09 Publicity; Disclosure. Except as may be required by Law, or by the rules of any applicable securities exchange, neither MR Holdings, Parent, Principal or Seller on the one hand, or Buyer on the other hand, may issue any press release or other public announcement relating to the subject matter of this Agreement or any of the other Transaction Documents without the prior written approval of the other.

     Section 7.10 Non-Solicitation and Confidentiality.

          (a) In furtherance of the consideration being paid by Buyer to Seller hereunder, Seller agrees, on behalf of itself and its Affiliates, that, during the period beginning on the Closing Date and ending on the third (3rd) anniversary of the Closing Date (such period, the “Restricted Period”), neither Seller nor any of its Affiliates shall, directly or indirectly, during the Restricted Period do any of the following: (i) solicit the employment of or hire any current employee of Seller (or any employee who was employed by Seller for any type of employment within the eighteen (18) month period prior to the Closing Date) without the prior written consent of Buyer; provided, however, that nothing herein shall prohibit Seller or any of its Affiliates from (A) making general solicitation advertisements that are not targeted at such employees, (B) hiring any such employee who contacts Seller or any of its Affiliates on his or her own accord or (C) soliciting or hiring any such employee whose employment with Buyer is terminated or who does not accept Buyer’s offer of employment pursuant to Section 7.11; (ii) call on, solicit, or service any supplier, prospective supplier, licensee, licensor, or other business relation of Seller with respect to products or services currently provided by the Business in order to influence or induce or attempt to influence or induce such Person to decrease or cease doing business with Seller; (iii) make any statement or do any act intended to cause existing customers of Seller to make use of the services or purchase the services or products of any competitive business; or (iv) induce or attempt to induce any employee of Seller to leave his or her employ or in any way interfere with the relationship between any Seller and its employees; provided, however, that nothing herein shall prohibit Seller or any of its Affiliates from (x) making general solicitation advertisements that are not targeted at such employees, (y) hiring any such employee who contacts Seller or any of its Affiliates on his or her own accord or (z) soliciting or hiring any such employee whose employment with Buyer is terminated or who does not accept Buyer’s offer of employment pursuant to Section 7.11.

          (b) Seller, on behalf of itself and its Affiliates, acknowledges and agrees that the length of the non-solicitation period is reasonable and narrowly drawn to impose no greater restraint than is necessary to protect the goodwill of Seller and to protect Buyer’s legitimate ownership interest in Seller. Seller, on behalf of itself and its Affiliates, considers the provisions of this Section 7.10(b) to be fair and reasonable in order to protect the legitimate business interests of Buyer.

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          (c) If Seller or any Affiliate of Seller breaches or threaten to commit a breach of any of the restrictive covenants set forth in this Section 7.10, then Buyer shall have the following rights and remedies against Seller or such Affiliate, as applicable, which are in addition to, and not in lieu of, any other rights and remedies otherwise available to Buyer at Law or in equity for Seller’s, or such Affiliate’s, as applicable, actions:

          (i) the right and remedy to have the restrictive covenants in this Section 7.10 specifically enforced against Seller or its Affiliates, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by Seller, on behalf of itself and its Affiliates that any breach or threatened breach by Seller or any of its Affiliates of this Section 7.10 would cause irreparable injury to Buyer and that money damages would not provide an adequate remedy to Buyer;

          (ii) the right and remedy to require Seller or its Affiliates to account for and pay over to Buyer any monies and benefits derived or received directly or indirectly by it, from any transaction constituting a breach of this Section 7.10; and

          (iii) the right and remedy to collect from Seller any reasonable out-of-pocket costs and fees of Seller and/or its Affiliates incurred in enforcing this Section 7.10, including reasonable attorneys’ fees.

          (d) Seller agrees that in the event a court of competent jurisdiction declares that there has been a breach by Seller of this Section 7.10, the term of any such covenant so breached shall be automatically extended for the period of time of the violation from the date on which such breach ceases or from the date of the entry by a court of competent jurisdiction of a final non-appealable order enforcing such covenant, whichever is later.

          (e) Seller shall be responsible for any breach of this Section 7.10 by any of its Affiliates.

          (f) For a period of ten (10) years after the Closing Date, Seller shall not disclose to any third parties any Confidential Information relating to the Purchased Assets; provided that Seller may disclose Confidential Information (i) that becomes publicly available through no fault of Seller or its Affiliates, (ii) to the extent that the furnishing or use thereof is required by legal proceedings; provided, however, that Seller shall promptly notify Buyer to permit Buyer to seek a protective order or take other appropriate action, or (iii) to such Seller’s legal, financial and Tax advisors.

          (g) It is the desired intent of Buyer and Seller that the foregoing provisions of this Section 7.10 shall be enforced to the fullest extent permissible in each jurisdiction in which enforcement is sought. Accordingly, Buyer and Seller agree that if the covenants set forth in this Section 7.10 are deemed by any court or arbitrator to be invalid or unenforceable in any jurisdiction, the court or arbitrator may reduce the scope thereof or otherwise amend or reform the portion thus adjudicated to be invalid or unenforceable, such reduction, amendment or reformation to apply only with respect to the particular jurisdiction in which such adjudication is made. Seller and Parent acknowledge that Buyer has no adequate remedy at law for any breach or any threatened or attempted breach by Seller of the covenants and agreements set forth in this

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Section 7.10 and, accordingly, Seller agrees that Buyer shall, in addition to the other remedies that may be available to it hereunder or at Law, be entitled to commence proceedings in equity and obtain an injunction temporarily or permanently enjoining Seller from breaching or threatening or attempting any such breach of such covenants and agreements and to require compliance by Seller with such covenants and agreements. For purposes of any such proceeding in equity, it shall be presumed that the remedies at Law available to Buyer would be inadequate, and that Buyer would suffer irreparable harm as a result of the violation of any provision of this Section 7.10.

     Section 7.11 Employee Matters.

          (a) Effective as of the Closing Date, Seller will terminate the employment of all of its Employees. Buyer shall make offers of employment to each Employee, except where any such offer would violate applicable Laws, including U.S. immigration Laws. The terms of Buyer’s offers of employment to Employees pursuant to Section 7.11 shall include compensation and employee benefits as Buyer may determine in its sole discretion; provided that: (i) Buyer shall not terminate the employment of any Employee who accepts Buyer’s offer of employment (other than for cause, which shall be determined in Buyer’s sole discretion) prior to the six-month anniversary of the Closing Date; and (ii) the initial base salary of Employees who accept Buyer’s offer of employment shall be the same as in effect immediately prior to the Closing, and employee benefits for Employees who accept Buyer’s offer of employment shall, in the aggregate, have a value comparable to the aggregate value of the employee benefits in effect for such Employees immediately prior to the Closing. Additionally, Buyer agrees that it shall provide each Employee who accepts Buyer’s offer of employment with service credit for the full amount of such Employee’s uninterrupted service with Seller prior to the Closing Date for purposes of: (i) eligibility and vesting (but not benefit accrual) under Buyer’s employee benefit plans, and (ii) rights to paid vacation time under Buyer’s vacation policy. Except as expressly set forth herein, nothing in this Section 7.11 or otherwise in this Agreement shall obligate the Buyer to continue any term or condition of employment or any employee benefit plan, program or arrangement for any period of time or to employ any Employee for any period of time. Buyer shall make reasonable efforts to cause the health insurance carrier for its employee group health plan to (i) waive any pre-existing condition limitation under any employee welfare benefit plan (as defined in Section 3(1) of ERISA) maintained by the Buyer in which any Employee who accepts Buyer’s offer of employment and their eligible dependents participate and (ii) provide each such employee and their eligible dependents with credit for any co-payments and deductibles paid by any of them during the relevant portion of the plan year prior to the Closing Date in order to satisfy any applicable deductible or out-of-pocket requirements under any employee welfare benefit plans in which any such employee and their eligible dependents participate after the Closing Date. Seller will upon reasonable request by Buyer provide to Buyer all information regarding each Employee as may be necessary for Buyer to satisfy the requirements of this Section 7.11.

          (b) This Section 7.11(a) is solely for the purpose of defining the obligations between Buyer and Seller concerning the employees of Seller, and will in no way (i) be construed as creating any employment contract or right to employment for any specified time, (ii) create any third-party beneficiary or other rights in any employee or former employee (including any beneficiary or dependent thereof) of Seller, its Affiliates or any other Person other

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than the parties hereto and their respective successors and permitted assigns, or (iii) constitute or be deemed to constitute an amendment to any employee benefit plan sponsored or maintained by Seller, Buyer, or any of their Affiliates.

     Section 7.12 Tax Matters. The following provisions will govern the allocation of responsibility as between MR Holdings and Buyer for certain Tax matters following the Closing Date:

          (a) Property Taxes. All property Taxes imposed on or with respect to the Purchased Assets (including, without limitation, property Taxes payable by the tenant or lessee under any lease) will be pro-rated as of the Closing Date and that, notwithstanding any other provision of this Agreement, the economic burden of any such property Tax will be borne by Seller for the Pre-Closing Period and by Buyer for the Post-Closing Period. Accordingly, notwithstanding any other provision of this Agreement, (i) if Seller pays any such property Tax with respect to a Post-Closing Period, Buyer will reimburse Seller upon demand for the amount of such property Tax; and (ii) if Buyer pays any such property Tax with respect to a Pre-Closing Period, Seller will reimburse Buyer upon demand for the amount of such property Tax.

          (b) Refunds and Tax Benefits; Amended Tax Returns. Any Tax refunds that are received by Buyer or Seller, and any amounts to which Buyer or Seller become entitled that are credited against Tax, that relate to Tax periods or portions thereof ending on or before the Closing Date (including any Pre-Closing Tax Period) will be for the account of Seller, and Buyer will pay over to Seller any such refund or the amount of any such credit within fifteen (15) days after receipt or entitlement thereto. Without limiting the generality of the foregoing, this Section 7.12(b) will apply to any sales Tax rebates and refunds, property Tax exemptions, and credits or reductions in property Taxes attributable to a retroactive reduction in assessment rate or assessment base.

          (c) Cooperation on Tax Matters. Buyer and Seller will reasonably cooperate as and to the extent reasonably requested by the other, in connection with any audit, litigation or other proceeding with respect to Taxes in respect of the Business or the Purchased Assets. Such cooperation will include retaining and (upon such other Party’s request) providing records and information that are reasonably relevant to any such audit, litigation or other proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer and Seller shall (to the extent such books and records are within their possession) (i) retain all books and records with respect to Tax matters pertinent to Seller or the Purchased Assets relating to any Tax period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective Tax periods, and abide by all record retention agreements entered into with any taxing authority, and (ii) give each other reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, allow the other Party to take possession of such books and records.

          (d) Transfer Taxes and Fees. All transfer, documentary, sales, use, stamp, registration and other such Taxes, and all conveyance fees, recording charges and other such fees and charges (including penalties and interest) incurred in connection with consummation of the transactions contemplated by this Agreement shall be paid by Seller when due, and Seller will, at

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its own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges, and if required by applicable Law, Buyer will join in the execution of such returns and other documentation.

     Section 7.13 Risk of Loss. Seller shall bear the risk of any casualty loss or damage to any of the Purchased Assets prior to the Effective Time. Seller shall be responsible for repairing or replacing (as appropriate under the circumstances) any lost or damaged Purchased Asset with a value of $2,000.00 or more (the “Damaged Asset”) unless such Damaged Asset was obsolete or unnecessary for the continued operation of the Business consistent with Sellers’ past practice. If Seller is unable to, or does not, repair or replace a Damaged Asset by the date on which the Closing would otherwise occur under this Agreement, then, at the option of Seller, (a) Seller shall reimburse Buyer by an amount equal to the deficiency or (b) the proceeds of any insurance covering such Damaged Asset shall be assigned to Buyer at Closing, and to the extent such proceeds are not sufficient to cover the reasonable out-of-pocket costs incurred by Buyer in repairing or replacing the Damaged Asset after the Closing, Seller shall reimburse Buyer by an amount equal to the deficiency.

     Section 7.14 SEC Compliance. Seller and MR Holdings each acknowledges that Buyer is a subsidiary of Buyer Parent, a publicly registered company that is required to disclose the existence of this Agreement upon full execution and to make certain filings with the SEC or other state securities regulators (the “SEC Filings”) that may include audited and unaudited financial statements with respect to the Purchased Assets. To assist Buyer Parent in preparing the SEC Filings and any required audited financial statements, Seller and MR Holdings agree to (a) within thirty (30) days after the date of this Agreement, and at Buyer’s request, any time thereafter until the first anniversary of the Closing Date, deliver an audit inquiry letter regarding pending litigation and other matters in the form attached hereto as Exhibit 7.14(a) (the “Audit Inquiry Letter”) to Seller’s and MR Holdings’ counsel prior to Closing and deliver to Buyer an executed letter from such counsel in response to the Audit Inquiry Letter as soon as reasonably practicable thereafter, (b) at Buyer’s request at any time until the first anniversary of the Closing Date, deliver a representation letter in the form requested by Buyer’s auditors (the “Representation Letter”) to Buyer, and (c) provide Buyer Parent, within thirty (30) days after the date of this Agreement, such financial and other data and information relating to the Business and the Purchased Assets as Buyer and its registered independent accounting firm may reasonably require in order to enable Buyer and its registered independent accounting firm to prepare such audited and unaudited financial statements with respect to the Business and Purchased Assets as Buyer Parent deems necessary to include in its SEC Filings, including but not limited to an executed assurance or representation letter from Seller to Buyer Parent’s registered independent accounting firm in a form acceptable to Buyer Parent (provided that in no event shall MR Holdings or Seller have any liability to Buyer, Buyer Parent or such registered independent accounting firm for the assurances or representations made therein, but MR Holdings and Seller shall reasonably cooperate, at no cost or expense to MR Holdings and Seller, in connection with such audit, including, if required by Buyer Parent’s registered independent accounting firm, answering a standard SAS 99 questionnaire from such registered independent accounting firm). The provisions of this Section 7.14 shall survive the Closing for a period of 365 days. Buyer shall reimburse Seller for its actual and documented out-of-pocket expenses in connection with compliance with this Section 7.14.

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ARTICLE VIII

CONDITIONS PRECEDENT

     Section 8.01 Conditions Precedent To Buyer and Seller. The performance of the obligations Buyer and Seller at the Closing is subject to the conditions that, prior to or simultaneously with the Closing:

          (a) all of the Transaction Documents shall have been executed and delivered by the parties thereto and such parties shall have performed all obligations required to be performed by this Agreement on or prior to the Closing;

          (b) the Parties hereto shall have received any and all regulatory and Governmental Authority consents required or necessary to effect the transactions contemplated in this Agreement and the other Transaction Documents; and

          (c) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect issued by any court of competent jurisdiction preventing consummation of any of the transactions contemplated by this Agreement and there shall not be pending or threatened by any Governmental Authority any action, suit or proceeding (and there shall not be pending by any other Person any action, suit or proceeding, which has a reasonable likelihood of success) challenging or seeking to restrain or prohibit consummation of the transactions contemplated to occur at the Closing. There shall not have been any change in any Law that would reasonably be expected to prevent the consummation of the transactions contemplated by this Agreement.

     Section 8.02 Conditions Precedent To Seller’s Obligations. The performance of the obligations of Seller at the Closing is subject to the conditions that, prior to or simultaneously with the Closing:

          (a) the representations and warranties made by Buyer in this Agreement shall be true in all material respects on and as of the Closing Date with the same effect as though they were made on and as of the Closing Date (except to the extent that any such item expressly relates to an earlier date, in which case such item shall be true and correct on and as of such earlier date); and

          (b) Buyer shall have performed and complied in all material respects with all covenants, agreements and conditions contained in this Agreement that are required to be performed or complied with by Buyer prior to or at the Closing Date; provided that all covenants, agreements and conditions that are qualified by materiality shall have been performed and complied with in all respects.

     Section 8.03 Conditions Precedent To Buyer’s Obligations. The performance of the obligations of Buyer at the Closing is subject to the conditions that, prior to or simultaneously with the Closing:

          (a) the representations and warranties made by Seller, MR Holdings and Principal in this Agreement (i) that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects and (ii) that are not so qualified shall be true in all material

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respects, in each case, on and as of the Closing Date with the same effect as though they were made on and as of the Closing Date (except to the extent that any such item expressly relates to an earlier date, in which case such item shall be true and correct on and as of such earlier date);

          (b) the Parties shall have received each of the consents listed on Schedule 8.03(b) and any and all other third-party consents and approvals (other than Lender Consents) required or necessary to effect the transactions contemplated in this Agreement and the other Transaction Documents, which are material to the continuation of the Business in substantially the form and substance as of the date hereof, in each case, which consent shall not require or result in the increase of the amount or rate of any obligation under any of the Assumed Contracts;

          (c) the Parties hereto shall have received 35 of the 41 third party lender consents described on Schedule 8.01(b) (the “Lender Consents”);

          (d) Seller and its Affiliates shall have performed and complied in all material respects with all covenants, agreements and conditions contained in this Agreement that are required to be performed or complied with by them prior to or at the Closing Date; and

          (e) no fire, explosion, earthquake, disaster, accident, flood, drought, embargo, riot, civil disturbance, uprising, activity of the armed forces or act of God or public enemy or any other event or circumstance shall have occurred or been threatened that, individually or in the aggregate with others, has resulted in or would reasonably be expected to result in a Material Adverse Effect.

     Section 8.04 Frustration of Closing Conditions. Neither Buyer nor Seller may rely on the failure of any condition set forth in Article VIII to be satisfied if such failure was caused by its or its Affiliates’ failure to act in good faith or to cooperate and use all commercially reasonable efforts to cause the Closing to occur as required by this Agreement.

     Section 8.05 Termination. Buyer and Seller may terminate this Agreement as provided below:

          (a) Buyer and Seller may terminate this Agreement by mutual written consent at any time prior to the Closing;

          (b) Buyer may terminate this Agreement by giving written notice to Seller at any time prior to the Closing if the Closing has not occurred on or prior to the Outside Date, by reason of the failure of any condition set forth in Section 8.01 or Section 8.03 to have been satisfied; provided that the right of Buyer to terminate this Agreement under this Section 8.05(b) shall not be available if Buyer has breached in any material respect any of its obligations under this Agreement in a manner that has contributed to the failure to consummate the Closing at or prior to such time; and

          (c) Seller may terminate this Agreement by giving written notice to Buyer at any time prior to the Closing if the Closing has not occurred on or prior to the Outside Date, by reason of the failure of any condition set forth in Section 8.01 or Section 8.02 to have been satisfied; provided that the right of Seller to terminate this Agreement under this Section 8.05(c)

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shall not be available if Seller has breached in any material respect its obligations under this Agreement in a manner that has contributed to the failure to consummate the Closing at or prior to such time.

     Section 8.06 Effect of Termination. If Buyer or Seller terminates this Agreement pursuant to Section 8.05, except as set forth in Section 3.05, all obligations and liabilities of the Parties under this Agreement shall terminate and become void; provided that (a) nothing herein shall relieve any Party from liability for any breach of any representation, warranty, covenant or agreement in this Agreement prior to the date of termination and (b) the Confidentiality Agreement, Section 3.05, Section 8.05, Section 8.06 and Article X shall remain in full force and effect and survive any termination of this Agreement.

ARTICLE IX

SURVIVAL AND INDEMNIFICATION

     Section 9.01 Survival. The representations, warranties, covenants and agreements contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing, and thereafter (a) the representations and warranties contained in Sections 5.01, 5.02, 5.05, 5.07(a), 6.01, 6.02, and 6.05, shall not expire, (b) the representations and warranties contained in Sections 5.19, 5.20, 5.21 and 5.22 shall survive for the statute of limitations period applicable to the subject matter of such representations and warranties (including any extensions, tolling or waivers thereof) plus 60 days, (c) the balance of the representations and warranties contained in Article V shall survive for a period of eighteen (18) months after the Closing Date. The covenants and agreements shall not expire except that those covenants and agreements that by their terms are to be performed or complied with for a shorter period of time shall survive only until the expiration of such shorter time period. Any claim that has been asserted in accordance with Section 9.04 and that is pending on the date of the expiration of the applicable survival period set forth in the immediately preceding sentence may continue to be asserted and shall be indemnified against until fully and finally resolved.

     Section 9.02 Indemnification of Buyer. Seller and Parent shall, jointly and severally, indemnify, defend and hold Buyer and its Affiliates and each of their respective directors, officers, employees, agents, shareholders, members, managers equity holders, partners, attorneys and agents (collectively, the “Buyer Indemnified Parties”), harmless from and against (a) any and all Losses incurred by any Buyer Indemnified Party arising out of, resulting from or relating to any breach or inaccuracy of any of the representations and warranties made by Seller, MR Holdings or Principal in this Agreement; (b) any failure of Seller or its Affiliates to carry out, perform, satisfy and discharge any of their respective covenants, agreements, undertakings, liabilities or obligations under this Agreement or any of the agreements or instruments delivered by Seller or any of its Affiliates pursuant to this Agreement (other than the Management Agreement Amendments); (c) any Losses incurred by Buyer as a result of Seller, Parent or Principal experiencing a Bankruptcy Event, including but not limited to, Losses incurred as a result of a rejection of this Agreement by any court of competent jurisdiction as a result of a Bankruptcy Event or any third party claims alleging this Agreement constitutes a fraudulent conveyance under applicable Laws; (d) any and all Losses incurred by any Buyer Indemnified Party arising out of, resulting from or relating to any Retained Liabilities; and (e) any-Pre-

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Closing Taxes. Notwithstanding anything in this Agreement to the contrary, Principal shall have no obligation to indemnify any Buyer Indemnified Party pursuant to this Section 9.02 or otherwise unless Principal is found to have committed fraud.

     Section 9.03 Indemnification of Seller. Buyer shall indemnify, defend and hold Seller, its Affiliates and each of their respective directors, officers, employees, agents, shareholders, members, managers equity holders, partners, attorneys and agents (collectively, the “Seller Indemnified Parties”) harmless from and against (a) any and all Losses incurred by any Seller Indemnified Party arising out of, resulting from or relating to any breach or non-fulfillment of any covenant or agreement made by Buyer under this Agreement; (b) any breach or inaccuracy in the representations and warranties of Buyer contained in this Agreement; (c) any Post-Closing Taxes; and (d) the ownership of the Purchased Assets from and after the Closing.

     Section 9.04 Procedure.

          (a) A Person seeking indemnification hereunder (an “Indemnified Party”) shall give a written notice (a “Notice of Claim”) specifying the facts constituting the basis for its claim and, the applicable provision(s) of this Agreement upon which the Indemnified Party relies for its demand and a good faith estimate of the amount of the claim, to the Person(s) from whom indemnification is sought hereunder (an “Indemnifying Party”) prior to the expiration of the applicable survival period set forth in Section 9.01.

          (b) If the claim is not a Third Party Claim, the Indemnifying Party shall have thirty (30) calendar days after receipt of the Notice of Claim to notify the Indemnified Party in writing that it disputes such claim. If no such dispute is received by the Indemnified Party within thirty (30) calendar days after receipt of the Notice of Claim, the claim shall be deemed to be allowed.

          (c) If an Indemnified Party is seeking indemnification because of a claim asserted by any claimant other than an Indemnified Party (a “Third Party”), the Indemnified Party shall deliver a Notice of Claim to the Indemnifying Party promptly after receiving notice from such third party (and in any event within fifteen (15) days after receiving notice from a Third Party); provided, however, that the right of a Person to be indemnified hereunder in respect of claims made or alleged by a Third Party (a “Third Party Claim”) shall not be adversely affected by a failure to give such notice unless that, the Indemnifying Party is prejudiced thereby. All notices given with respect to a Third Party Claim shall describe with reasonable specificity the Third Party Claim, the basis of the Third Party’s claim for indemnification and the amount of Losses (or a reasonable estimate thereof). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to assume and conduct the defense of the Third Party Claim with counsel reasonably acceptable to the Indemnified Party; provided that (i) the Third Party Claim solely seeks (and continues to solely seek) monetary damages (unless such Third Party Claims seeks equitable relief against any Person other than a Buyer Indemnified Party), and (ii) no conflict of interest arises that, under applicable principles of legal ethics, in the reasonable judgment of counsel to the Indemnified Party, would prohibit a single counsel from representing both the Indemnifying Party and the Indemnified Party in connection with the defense of such Third Party Claim. The Indemnified Party may thereafter participate in (but not control) the defense of any such Third Party Claim with its own counsel at its own expense;

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provided, however, that if (A) any of the conditions described in clauses (i)-(ii) above fails to occur or ceases to be satisfied, or (B) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third Party Claim in the reasonable judgment of the Indemnified Party, then the Indemnified Party may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred by the Indemnified Party in connection with such defense. If the Indemnifying Party elects not to defend the Indemnified Party with respect to such Third Party Claim, or fails to notify the Indemnified Party of such election within a reasonable period of time based on the particular circumstances of the Third Party Claim (which in any event, shall not exceed ten (10) calendar days after receipt of the Notice of Claim), the Indemnified Party shall have the right, at its option, to assume and control defense of the matter at the expense of the Indemnifying Party, in such manner as it may deem reasonably appropriate. The Indemnifying Party, if it has assumed the defense of any Third Party Claim as provided in this Section 9.04(c), may not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim that (1) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a complete release from all liability in respect of such Third Party Claim, (2) grants any injunctive or equitable relief or (3) may reasonably be expected to have a material adverse effect on the Indemnified Party or any business thereof. The Indemnified Party may not settle any Third Party Claim, the defense of which has not been assumed by the Indemnifying Party or which is otherwise being defended by the Indemnified Party in accordance with the terms of this Section 9.04(c), without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). Subject to attorney-client privilege and other confidentiality obligations, each of the Parties shall and shall cause their Affiliates (and their respective officers, directors, employees, consultants and agents) to, make available to the other(s) all relevant information in his or its possession relating to any such Third Party Claim which is being defended by the other Party and shall otherwise reasonably cooperate in the defense thereof. The Indemnifying Party shall be subrogated to the rights and claims of the Indemnified Party, if any, with respect to any Losses paid by the Indemnifying Party under this Article IX.

          (d) For purposes of determining whether there has been an inaccuracy in, misrepresentation of or breach of, any representation or warranty contained in this Agreement, and for purposes of calculating any Losses resulting therefrom, the terms “material,” “materiality,” “material adverse effect” or similar qualifications contained in such representations and warranties shall be disregarded.

     Section 9.05 Payment. A claim for indemnification under this Article IX shall be deemed finally determined upon the occurrence of any of the following: (a) it is deemed allowed under Section 9.04(a); (b) entry of any final judgment or award rendered by a court of competent jurisdiction; (c) full execution of a settlement of a Third Party Claim executed by both the Indemnified Party and the Indemnifying Party or (d) the execution by the Indemnifying Party and Indemnified Party of a mutually binding settlement agreement with respect to a claim. Subject to the limitations on indemnification set forth in this Article IX, the Indemnifying Party shall be required to pay all of the sums so owing in respect of such finally determined claim to the Indemnified Party by wire transfer of immediately available funds to an account designated by the Indemnified Party within ten (10) Business Days after such final determination; provided,

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however, that, on or prior to the second anniversary of the Closing Date, the Indemnity Holdback Amount shall be reduced by the amount of such claim in accordance with Section 3.02(b), and if the Indemnity Holdback Amount does not satisfy the full amount of such claim, Seller shall pay such difference to the applicable Buyer Indemnified Party.

     Section 9.06 Limitations on Indemnification.

          (a) Neither Seller, MR Holdings nor Parent shall be required to provide indemnification for claims made solely under Section 9.02(a) unless the Indemnified Party’s Losses for all such claim(s) shall exceed Twenty Five Thousand Dollars ($25,000.00) in the aggregate (the “Basket”) (at which point Seller, MR Holdings and Parent will be obligated to indemnify the Indemnified Party’s Losses from the first dollar; provided, however, that neither Seller, MR Holdings nor Parent will have an obligation to indemnify the Indemnified Party for Losses with respect to individual Losses of less than Five Thousand Dollars ($5,000.00) (the “Threshold”) unless more than one Indemnified Party’s Losses, each less than the Threshold, arises from the same or similar facts or circumstances and such Indemnified Party’s Losses collectively exceed the Threshold, in which case, all such Indemnified Party’s Losses shall be indemnified by Seller, MR Holdings and Parent pursuant to the terms herein. In no event shall Seller’s, MR Holdings’ and Parent’s aggregate liability with respect to all claims of indemnification made solely under Section 9.02(a) exceed Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000.00) in the aggregate (the “Cap”). Notwithstanding the foregoing, the Parties hereto acknowledge and agree that any Losses arising out of, resulting from or relating to any inaccuracy in, misrepresentation of, or breach of the representations and warranties contained in Sections 5.01, 5.02, 5.03, 5.05, 5.07(a), 5.14(b), and 5.22 shall not be subject to the limitations set forth in this Section 9.06. Notwithstanding anything in this Agreement to the contrary, the limitations set forth herein shall not apply in the event that Seller, MR Holdings, Parent or Principal is found to have committed fraud or intentional misrepresentation. Notwithstanding anything to the contrary contained in this Agreement, no Party shall have any right to indemnification under this Article IX with respect to any Losses or alleged Losses if such matter was determined as part of the proration adjustment procedures set forth in Section 3.03.

          (b) Buyer shall not be required to provide indemnification for claims made solely under Section 9.03(b) unless the Indemnified Party’s Losses for all such claim(s) shall exceed in the aggregate the Basket (at which point Buyer will be obligated to indemnify the Indemnified Party’s Losses from the first dollar; provided, however, that Buyer will not have an obligation to indemnify the Indemnified Party for Losses with respect to individual Losses of less than the Threshold unless more than one Indemnified Party’s Losses, each less than the Threshold, arises from the same or similar facts or circumstances and such Indemnified Party’s Losses collectively exceed the Threshold, in which case, all such Indemnified Party’s Losses shall be indemnified by Buyer pursuant to the terms herein. In no event shall Buyer’s aggregate liability with respect to all claims of indemnification made solely under Section 9.03(b) exceed the Cap. Notwithstanding the foregoing, the Parties hereto acknowledge and agree that any Losses arising out of, resulting from or relating to any inaccuracy in, misrepresentation of, or breach of the representations and warranties contained in Sections 6.01, 6.02, 6.04 and 6.05 shall not be subject to the limitations set forth in this Section 9.06. Notwithstanding anything in this

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Agreement to the contrary, the limitations set forth herein shall not apply in the event that Buyer is found to have committed fraud or intentional misrepresentation.

     Section 9.07 Reductions for Insurance Proceeds and Other Recoveries. The amount of Losses that any Indemnifying Party is or may be required to pay to any Indemnified Party pursuant to this Article IX shall be reduced by any (a) insurance proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnified Party, in respect of the related Losses, less any reasonable expenses incurred by the Indemnified Party to obtain such insurance or other proceeds and less any increase in premiums for insurance related to such Loss and (b) Tax benefits actually received by any Indemnified Party arising from the deductibility of any such Losses net of any Tax costs actually suffered by such party as a result of the receipt of any payments pursuant to this Article IX (collectively, “Recoverable Proceeds”). The existence of a claim by an Indemnified Party for monies from an insurer or against a third party in respect of any Losses shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnified Party to the Indemnifying Party of the entire claim of the Indemnified Party for the insurance proceeds or against such third party, and thereafter, the Indemnified Party shall refund all Recoverable Proceeds to the Indemnifying Party promptly upon receipt. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (a) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (b) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnified Party has received the payment required by this Agreement from an Indemnifying Party in respect of any Losses and later receives insurance proceeds or other amounts in respect of such Losses, then such Indemnified Party shall hold such insurance proceeds or other amounts in trust for the benefit of the Indemnifying Party and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such insurance proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such Losses (or, if there is more than one Indemnifying Party, the Indemnified Party shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties of such insurance proceeds)).

     Section 9.08 Limits on Punitive Damages. Notwithstanding any other terms in this Agreement, except in the case of a Third Party Claim or claims for fraud or intentional misrepresentation or knowing and intentional breach of this Agreement; provided, however, that any negligent breach, inadvertent breach or immaterial breach hereunder shall not deemed to be a knowing and intentional breach for purposes of this Section 9.08. Losses shall not include special, incidental, indirect, consequential, punitive or exemplary damages or claims for diminution of value, including consequential damages resulting from business interruption, lost Tax or income Tax benefits, increased insurance premiums or lost profits or other Losses based upon any multiplier of Seller’s earnings, including earnings before interest, depreciation or amortization or any other metric.

     Section 9.09 Sole and Exclusive Remedy. The remedies provided in this Article IX shall be the sole and exclusive remedies of the Parties for any and all Losses arising out of, relating to, or resulting from, any breach of any of the representations, warranties, covenants and

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agreements contained in this Agreement, any other Transaction Document, or otherwise relating to the transactions contemplated by this Agreement or the other Transaction Documents; provided, however, that nothing herein is intended to waive or otherwise limit any claims for Losses arising out of, relating to, or resulting from fraud or intentional misrepresentation.

ARTICLE X

MISCELLANEOUS

     Section 10.01 Further Assurances. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each party to this Agreement shall take all such reasonable necessary action to (a) execute and deliver to each other such other documents and (b) do such other acts and things as a party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.

     Section 10.02 Expenses. Each of the Parties shall bear its expenses incurred or to be incurred in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and the other Transaction Documents.

     Section 10.03 No Assignment; Successors and Assigns. The rights and obligations of the Parties under this Agreement may not be assigned without the prior written consent of the other Parties to this Agreement; provided that Buyer may assign its rights under this Agreement to a wholly-owned Subsidiary of Buyer, but such assignment shall not relieve Buyer of its obligations or liabilities under this Agreement. Subject to the preceding sentence and, except as otherwise expressly provided herein, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

     Section 10.04 Headings. The headings contained in this Agreement are included for purposes of convenience only, and will not affect the meaning or interpretation of this Agreement.

     Section 10.05 Entire Agreement, Integration, Modification and Waiver. This Agreement (including all Exhibits and Schedules attached hereto which are hereby incorporated herein and made a part of this Agreement as if set forth in full herein), together with the other Transaction Documents and the certificates or other instruments delivered hereunder or thereunder, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior understandings of the Parties with respect to the subject matter hereof. No supplement, modification or amendment of this Agreement will be binding unless executed in writing by the Parties. No waiver of any of the provisions of this Agreement will be deemed to be or shall constitute a continuing waiver. No waiver will be binding unless executed in writing by the Party making the waiver.

     Section 10.06 Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any

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of the provisions of this Agreement. Any reference to any federal, state, local or foreign statute or Law will be deemed also to refer to all rules and regulations promulgated under such Law, unless the context requires otherwise. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. Terms defined in the singular shall include the plural and vice versa. The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified.

     Section 10.07 Severability. If any provision of this Agreement or the application of any provision of this Agreement to any Party or circumstance is, to any extent, adjudged invalid or unenforceable, the application of the remainder of such provision to such Party or circumstance, the application of such provision to other parties or circumstances, and the application of the remainder of this Agreement will not be affected thereby.

     Section 10.08 No Third Party Beneficiaries. This Agreement will not confer any rights or remedies upon any Person (including employees or contractors of Seller) other than the Parties, their respective successors and permitted assigns, each of the Buyer Indemnified Parties under Section 9.02 and Seller Indemnified Parties under Section 9.03.

     Section 10.09 Notices. All notices and other communications required or permitted under this Agreement must be in writing and will be deemed to have been duly given when delivered in person, one (1) Business Day after having been dispatched by a nationally recognized overnight courier service or three (3) Business Days after having been deposited, postage prepaid, certified or registered mail, return receipt requested, in the United States mail, or nationally-recognized overnight courier, to the appropriate Party at the address or facsimile number specified below:

     If to MR Holdings, Seller, Parent, Principal to:

c/o Forward Capital, LLC
10467 White Granite Drive, Suite 300
Oakton, VA 22124
Attention: Christopher Finlay

with a copy (which shall not constitute notice) to:

Jenner & Block LLP
353 N. Clark Street
Chicago, IL 60654
Attention: Edward G. Quinlisk and Steven R. Meier

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     If to Buyer, to:

c/o Grubb & Ellis Realty Investors, LLC
1606 Santa Rosa Rd., Suite 109, Richmond, VA 23229
Attention: Jeffrey A. Gregor, Esq.

     with a copy to:

Hunton & Williams LLP
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-8219
Attention: Daniel M. LeBey, Esq.

     Any Party may change its address for the purposes of this Section 10.09 by giving notice as provided in this Agreement.

     Section 10.10 Governing Law. This Agreement will be governed by and construed and enforced in accordance with the Laws of the Commonwealth of Virginia without regard to principles of conflicts of Law.

     Section 10.11 Forum Selection; Consent to Service of Process; Waiver of Jury Trial. Each Party hereby irrevocably (a) submits to the exclusive jurisdiction of any state court sitting in Alexandria, Virginia or any federal court sitting in the Eastern District of Virginia in any Action arising out of or relating to this Agreement, (b) agrees that all claims in respect of such Action may be heard and determined only in any such court, (c) hereby waives any claim of inconvenient forum or other challenge to venue in such court and (d) agrees not to bring any Action arising out of or relating to this Agreement in any other court. Seller agrees to cause Seller Indemnified Parties, and Buyer agrees to cause Buyer Indemnified Parties, to comply with the foregoing as though such Indemnified Party was a Party to this Agreement. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES, AND SHALL CAUSE ITS INDEMNIFIED PARTIES TO IRREVOCABLY WAIVE, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ANCILLARY DOCUMENTS AND/OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.

     Section 10.12 Maintenance of and Access to Records. Buyer and Seller agree that they shall preserve the records held by each of them relating to the Business for a period of seven (7) years commencing on the Closing Date. Buyer and Seller agree that each shall make such records and personnel available to the other as may be reasonably required in connection with, among other things, any insurance claims by, legal proceedings against (other than legal proceedings by MR Holdings against Buyer or Seller or vice versa) or governmental investigations involving any Party or in order to enable any Party to comply with their respective obligations under this Agreement and the other Transaction Documents; provided that to the extent that disclosing any such information would reasonably be expected to constitute a waiver of attorney-client, work product or other privilege with respect thereto, the Parties shall take all commercially reasonable action to prevent a waiver of any such privilege, including entering into an appropriate joint defense agreement in connection with affording access to such information.

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The access provided pursuant to this Section 10.12 shall be subject to such additional confidentiality provisions as the disclosing Party may reasonably deem necessary. If any Party wishes to destroy (or permit to be destroyed) such records prior to the end of the seven-year period described above, such Party shall first give 90 days prior written notice to the other and such other Party will have the right at its option and expense, upon prior written notice given to such Party within that 90 day period, to take possession of the records within 180 days after the date of such notice.

     Section 10.13 Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, and counterparts may be exchanged by electronic transmission, each of which will be deemed an original, but all of which together constitute one and the same instrument.

     Section 10.14 Specific Performance. Seller, Parent and MR Holdings, on the one hand, and Buyer, on the other hand, acknowledge and agree that a breach of this Agreement would cause irreparable damage to the other Parties hereto and that the other Parties hereto will not have an adequate remedy at Law. Therefore, the obligations of the Parties under this Agreement, including Seller’s obligation to sell the Purchased Assets to Buyer, shall be enforceable by a decree of specific performance issued by any court of competent jurisdiction, and appropriate injunctive relief may be applied for and granted in connection therewith. Such remedies shall, however, be cumulative and not exclusive and shall be in addition to any other remedies which any Party may have under this Agreement or otherwise.

[Signatures on the following page.]

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

BUYER:

MR PROPERTY MANAGEMENT, LLC
 

By: Grubb & Ellis Apartment REIT Holdings, L.P., its sole member  

By: Grubb & Ellis Apartment REIT, Inc., its general partner  

By:	/s/ Stanley J. Olander, Jr.
Name:		Stanley J. Olander, Jr.
Title:		Chief Executive Officer

PARENT(solely for purposes of Article IX): FORWARD CAPITAL, LLC
By:	/s/ Christopher C. Finlay
Name:		Christopher C. Finlay
Title:		Manager
MR HOLDINGS: MR HOLDINGS, LLC
By:	/s/ Christopher C. Finlay
Name:		Christopher C. Finlay
Title:		Manager
SELLER: MISSION RESIDENTIAL MANAGEMENT, LLC
By:	/s/ Christopher C. Finlay
Name:		Christopher C. Finlay
Title:		Manager
PRINCIPAL (solely for purposes Article V):
/s/ Christopher C. Finlay
Christopher C. Finlay

[Asset Purchase Agreement]

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EX-10.2

Exhibit 10.2

PURCHASE AND SALE AGREEMENT

by

and

between

MISSION TANGLEWOOD, DST, a Delaware statutory trust,

“Seller”

and

GRUBB & ELLIS APARTMENT REIT HOLDINGS, L.P.,
a Virginia limited partnership

“Purchaser”

PURCHASE AND SALE AGREEMENT

INDEX

1. IDENTIFICATION OF PARTIES	1
2. DESCRIPTION OF THE PROPERTY	2
3. THE PURCHASE PRICE	3
4. TITLE	5
5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER	7
6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER	13
7. SELLER’S DELIVERIES	14
8. CONDITIONS PRECEDENT TO CLOSING	21
9. ADDITIONAL COVENANTS OF SELLER	27
10. SELLER’S CLOSING DOCUMENTS	30
11. PURCHASER’S CLOSING DOCUMENTS	33
12. PRORATIONS AND ADJUSTMENTS	34
13. CLOSING	38
14. CLOSING COSTS	39
15. LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION	39
16. DEFAULT	42
17. INTENTIONALLY OMITTED	43
18. BROKERS	43
19. MISCELLANEOUS	44
20. REPRESENTATIONS. WARRANTIES AND COVENANTS WITH RESPECT TO THE USA PATRIOT ACT	49

- i -

EXHIBITS

EXHIBIT A	-	Legal Description of the Land
EXHIBIT A-1	-	Due Diligence Delivery Documents
EXHIBIT B	-	Rent Roll
EXHIBIT C	-	List of Personal Property
EXHIBIT D	-	List of Intangible Personal Property
EXHIBIT E	-	Form of Earnest Money Note
EXHIBIT F	-	Partnership Agreement
EXHIBIT G	-	Form of Beneficial Owner’s Tax Basis Certification
EXHIBIT H	-	Tax Protection Agreement
EXHIBIT I	-	Schedule of Commissions
EXHIBIT J	-	Schedule of Contracts
EXHIBIT J-1	-	Existing Management Agreement
EXHIBIT K	-	Schedule of Litigation and Disclosure Items
EXHIBIT L	-	Form of Seller’s Certification of Non-Foreign Status
EXHIBIT L-1	-	Form of Beneficial Owner’s Certification of Non-Foreign Status
EXHIBIT M	-	Form of Certificate Regarding Representations and Warranties
EXHIBIT N	-	Form of Limited Power of Attorney
EXHIBIT O	-	Form of Bill of Sale
EXHIBIT P	-	Form of Contract Assignment
EXHIBIT Q	-	Form of Lease Assignment
EXHIBIT R	-	Form of Notice to Tenants
EXHIBIT S	-	Form of Audit Inquiry Letter

- ii -

PURCHASE AND SALE AGREEMENT

     1. IDENTIFICATION OF PARTIES

          THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of ______________, 2010, between MISSION TANGLEWOOD, DST, a Delaware statutory trust (“Seller”) and GRUBB & ELLIS APARTMENT REIT HOLDINGS, L.P., a Virginia limited partnership, or its permitted assigns (“Purchaser”).

R E C I T A L S

     A. Seller owns that certain real property located in the City of Austin in Travis County, Texas (the “State”), consisting of approximately 12.54 acres of land, commonly known as “Mission Tanglewood Apartments,” and more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the “Land”), together with the improvements located thereon, containing 364 apartment units, and all other improvements located thereon (the “Improvements”).

     B. Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, all of Seller’s right, title and interest in and to the Property (hereinafter defined) for the price and on the terms and conditions hereinafter set forth.

     C. The date Purchaser receives a fully executed original counterpart of this Agreement shall be the “Effective Date.”

     NOW, THEREFORE, in consideration of the foregoing, the covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

     2. DESCRIPTION OF THE PROPERTY

          Seller hereby agrees to sell and convey to Purchaser and Purchaser hereby agrees to purchase from Seller all of Seller’s right, title and interest in and to the following:

          (a) The Land, together with the Improvements;

          (b) All of Seller’s interest as lessor in all leases covering the Land and the Improvements (said leases, together with any and all amendments, modifications or supplements thereto, are hereinafter referred to collectively as the “Leases” and are identified in the Rent Roll (hereinafter defined) attached hereto as Exhibit B);

          (c) All rights, privileges, easements and appurtenances appertaining to the Land and the Improvements including, without limitation, all easements, rights-of-way and other appurtenances used, connected with or inuring to the beneficial use or enjoyment of the Land and the Improvements. The Land, the Improvements and all such rights, privileges, easements and appurtenances (including, without limitation, Seller’s interest as lessor under the Leases) are sometimes hereinafter collectively referred to as the “Real Property;”

          (d) All personal property, equipment, supplies and fixtures (collectively, the “Personal Property”) owned by Seller and used in the operation of the Real Property including, without limitation, all property described in Exhibit C attached hereto; and

          (e) All intangible property used in connection with the foregoing including, without limitation, all trademarks, trade names (including, without limitation, the exclusive right to use the name “Mission Tanglewood Apartments”), and the contract rights, licenses (to the extent transferable), permits (to the extent transferable) and warranties (to the extent transferable), more particularly described in Exhibit D attached hereto (the “Intangible Personal Property”). The Real Property, the Personal Property and the Intangible Personal Property are sometimes hereinafter collectively referred to as the “Property.”

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          (f) All of Seller’s right, title and interest in and to the Assumed Loan (as hereinafter defined).

3. THE PURCHASE PRICE

          The purchase price for the Property is Nineteen Million Eight Hundred Sixty-Two Thousand and No/100 Dollars ($19,862,000.00) (the “Purchase Price”) and shall be paid to Seller as follows:

          (a) Earnest Money.

          (i) Within three (3) business days after the Effective Date, Purchaser shall deliver to Seller a Promissory Note in the form attached hereto as Exhibit E and in face amount of one percent (1%) of the Purchase Price, or One Hundred Ninety Eight Thousand Six Hundred Twenty and No/100 Dollars ($198,620.00), which is referred to in this Agreement as the “Earnest Money Note”. The Earnest Money Note shall be returned to Purchaser (A) in the event of failure to close this transaction by reason of a default by Seller or if Purchaser is expressly otherwise entitled to the return of the Earnest Money Note pursuant to the terms of this Agreement or (B) at Closing.

          (ii) If the transaction contemplated by this Agreement closes in accordance with the terms and conditions of this Agreement, at Closing (as hereinafter defined), the Earnest Money Note shall be returned to Purchaser and shall not be credited toward the Purchase Price.

          (b) Payment at Closing. At Closing, Purchaser shall pay to Seller the Purchase Price less the outstanding balance of the Assumed Loan and plus or minus the adjustments and prorations required by this Agreement (the “Net Purchase Price”). The Net Purchase Price shall be paid in the form of limited partner units (the “OP Units”) in Purchaser, which OP Units represent a limited partner interest in Purchaser with the rights and preferences

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as set forth in Purchaser’s Amended and Restated Agreement of Limited Partnership dated as of August 27, 2010, a copy of which is attached hereto as Exhibit F (the “Partnership Agreement”) and which OP Units shall be paid to the beneficial interest holders in Seller (the “Beneficial Owners”) as set forth herein. The total number of OP Units to be delivered by Purchaser to the Beneficial Owners shall be determined by dividing the Net Purchase Price by nine (9), and rounding up such number such that each Beneficial Owner shall receive a whole number of OP Units. Seller shall notify Purchaser and certify to Purchaser as true and correct the percentage ownership interest of each Beneficial Owner at or before Closing.

          (c) Notwithstanding that the Property shall be conveyed to Purchaser at Closing and that the Purchaser shall be irrevocably committed, as of Closing, to issue the OP Units in the amount described in Section 3(b) above, the Purchase Price shall be paid to the respective Beneficial Owners by issuance of the OP Units, on a rolling basis, if necessary, only upon Purchaser’s receipt from Seller, on behalf of that particular Beneficial Owner, of the following: (i) a counterpart signature page to the Partnership Agreement executed by such Beneficial Owner, (ii) an affidavit from such Beneficial Owner in the form attached hereto as Exhibit L-1, (iii) if such Beneficial Owner desires to enter into the Tax Protection Agreement, a counterpart signature page to the Tax Protection Agreement executed by such Beneficial Owner in the form attached hereto as Exhibit H, (iv) an IRS Form W-9, (v) a limited power of attorney in the form attached hereto as Exhibit N, and (vi) any other information or documents that may be required by Article IX of the Partnership Agreement, provided, however, that any distributions that otherwise would be payable to such Beneficial Owners during the period between the Closing and the delivery of such documents and information shall be held by the Purchaser for the benefit of such Beneficial Owners and be released to them simultaneously with

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the issuance of OP Units to such Beneficial Owners. In the event that any particular Beneficial Owner fails to deliver any of the foregoing documents within sixty (60) days following the Closing, such Beneficial Owner shall become an economic interest holder in Purchaser, as described in Section 9.01(c) of Purchaser’s Partnership Agreement, and the distributions held on the Beneficial Owner’s behalf shall be distributed to such Beneficial Owner (subject in all events to any applicable withholding taxes, including, but not limited to, FIRPTA withholding and federal income tax backup withholding). Additionally, Seller shall request from each Beneficial Owner (and Seller shall use diligent efforts to obtain from each Beneficial Owner and deliver to Purchaser) an executed certification as to such Beneficial Owner’s tax basis in its interest in the Seller in the form attached hereto as Exhibit G (which tax basis shall be as of the end of the tax year reflected in the final income tax returns most recently filed by such Beneficial Owner with the applicable taxing authorities). If any Beneficial Owner does not execute and deliver the certification of tax basis in the form attached hereto as Exhibit G within sixty (60) days following the Closing (but not later than the end of the calendar year of Closing), then such Beneficial Owner shall be assumed to have no income tax basis in their beneficial interest in Seller, and Purchaser will elect to use the “remedial method” of making Internal Revenue Code Section 704(c) allocations as provided in Treasury Regulations Section 1.704-3(d) with respect to the beneficial interest in Seller.

          (d) Subject to the terms and conditions of this Agreement, Seller shall assign to Purchaser and Purchaser shall assume from Seller, the Assumed Loan.

     4. TITLE

          (a) Within three (3) business days after the Effective Date, Purchaser shall order, at Purchaser’s expense, from Chicago Title Insurance Company (in such capacity, “Title Insurer”), whose address is 5501 LBJ Freeway, Suite 200, Dallas, Texas 75240, Attention:

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Debbie Moore, an owner’s title commitment on the Real Property and a commitment to endorse the existing mortgagee policy for the Assumed Loan from the title insurance company that issued such mortgagee policy (collectively, the “Commitment”), together with legible copies of all documents relating to the title exceptions referred to in the Commitment.

          (b) Within three (3) business days after the Effective Date, Purchaser shall order, at Purchaser’s own expense, an updated survey of the Real Property sufficient to enable Title Insurer to issue an ALTA owner’s policy of title insurance (the “Survey”), showing lot lines and monuments, building lines, easements both burdening and benefiting the Real Property, utilities, including water and sewer lines to the point of connection with the public system, the Improvements (including parking spaces), encroachments, if any, on the Real Property or over adjoining properties, and other matters located on or affecting the Real Property, together with a certificate as to whether the Real Property lies within a flood zone as determined by the U.S. Department of Housing and Urban Development. The Survey shall be certified as true and correct by the surveyor for the benefit of Purchaser, the Purchaser’s lender and Title Insurer.

          (c) If the Commitment or Survey discloses exceptions to title objectionable to Purchaser, in its sole discretion, as to the Property (except for the first mortgage lien encumbering the Property and securing the loan from Deutsche Bank Berkshire Mortgage, Inc., d/b/a DB Berkshire Mortgage, Inc. in the original principal sum of $15,275,000.00, of which $15,275,000.00 is outstanding as of the Effective Date, which loan shall be assumed by Purchaser at Closing (the “Assumed Loan”)) Purchaser shall deliver a copy of the Title Commitment and the Survey to Seller and shall so notify Seller within ten (10) business days following Purchaser’s receipt of the latest to be received of the Commitment and the Survey (the “Title Objection Date”), and Seller shall have ten (10) business days from the date of such

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notice to have each such unpermitted exceptions to title removed, or to have the Title Insurer commit to insure over such unpermitted exception, or to correct each such other matter. If within such ten (10) business day period, Seller fails to have each such unpermitted exception removed, insured over or corrected as aforesaid, Purchaser may elect within three (3) business days after such ten (10) business day period, as its sole and exclusive remedy in such event, to either (i) terminate this Agreement and immediately receive from Seller the Earnest Money Note, whereupon this Agreement shall be null and void and of no further force or effect (except for any obligations which expressly survive a termination of this Agreement), or (ii) elect to accept title to such Property subject to such objectionable exception (with a right to deduct from the Purchase Price any liens or encumbrances of a definite or ascertainable amount up to an aggregate of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) whereupon such exception(s) which had been objected to shall be deemed approved and shall constitute Permitted Encumbrances. If Purchaser fails to make either such election, Purchaser shall be deemed to have elected option (ii). Any matters disclosed by the Commitment or the Survey and not objected to by Purchaser on or before the Title Objection Date (other than those relating to the Assumed Loan) shall be deemed approved by Purchaser and shall constitute Permitted Encumbrances. If requested by Purchaser, Seller shall deliver to the Title Company an affidavit required by the Title Company for an amendment to the rights of parties in possession exception to “rights of apartment tenants in possession, as apartment tenants only, pursuant to written but unrecorded rental or lease agreements”.

     5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER

          Seller hereby represents, warrants and covenants to Purchaser that the following matters are true and correct as of the execution of this Agreement and will also be true and

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correct as of the Closing, and all references to “Seller’s actual knowledge” shall mean the actual knowledge of Christopher C. Finlay or Jeff Goldshine:

          (a) Seller is a statutory trust duly formed and validly existing under the laws of the State of Delaware. This Agreement has been, and all the documents executed by Seller which are to be delivered to Purchaser at the Closing will be, duly authorized, executed and delivered by Seller and will be legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the right of contracting parties generally), will be sufficient to convey title (if they purport to do so) and will not violate any provisions of any material agreement to which Seller is a party or to which the Property or Seller is subject or bound. Subject to the satisfaction of Section 8(a)(i) below, no consent, waiver or approval by any third party is required in connection with the execution and delivery by Seller of this Agreement or the performance by Seller of the obligations to be performed by Seller under this Agreement.

          (b) Except as set forth on Exhibit M attached hereto, Seller has not received from any governmental authority written notice, and Seller has no actual knowledge (without any duty of inquiry or investigation) of any violation of any zoning, building, fire or health code or any other statute, ordinance, rule or regulation applicable to the Property, or any part thereof, that will not have been corrected prior to Closing nor, to Seller’s actual knowledge, has it received any written notice from any governmental authority regarding any change to the zoning classification or any proceedings to widen or realign any streets or highways adjacent to the Property or of any condemnation proceedings.

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          (c) To Seller’s actual knowledge, (i) the operating statements, income and expense reports and all other contracts or documents required to be delivered to Purchaser pursuant to this Agreement are true, correct and complete copies; and (ii) all contracts or documents required to be delivered to Purchaser pursuant to this Agreement are in full force and effect, without material default by any party and without any right of set-off except as disclosed in writing at the time of such delivery.

          (d) There is no master lease of the Property to any affiliate of Seller, or if such master lease exists, Seller shall cause such master lease to be terminated at Closing without Purchaser paying any termination fee. The Rent Roll attached hereto as Exhibit B is true, correct and complete in all material respects as of the date set forth on the Rent Roll. As of the Closing, the Rent Roll delivered at the Closing will be true, correct and complete. The copies of the Leases delivered to Purchaser are true, correct and complete copies and, to Seller’s actual knowledge, are in full force and effect, without default by any party and without any right of setoff, except as expressly provided by the terms of such Leases or as disclosed on the Rent Roll attached hereto. The copies of the Leases and other agreements with the tenants under the Leases (the “Tenants”) delivered to Purchaser pursuant to this Agreement constitute the entire agreements with such Tenants relating to the Real Property, have not been materially amended, modified or supplemented, except for such amendments, modifications and supplements delivered to Purchaser, and there are no other leases or tenancy agreements affecting the Real Property.

          (e) Exhibit J attached hereto is a true and complete schedule of all of the Contracts (as hereinafter defined in Section 7), true, complete and correct copies of which have been delivered to Purchaser for Purchaser’s approval within ten (10) business days hereof.

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Exhibit J-1 attached hereto is a true and correct copy of the management agreement currently in effect with respect to the Property. To Seller’s actual knowledge, the Contracts are in full force and effect, without material default by any party and without any claims made for the right of setoff, except as expressly provided by the terms of such Contracts or as disclosed to Purchaser in writing at the time of such delivery. The Contracts constitute the entire agreements with such vendors relating to the Property, have not been materially amended, modified or supplemented, except for such amendments, modifications and supplements as have been delivered to Purchaser, and there are no other agreements with any third parties (excluding, however, the Leases and Permitted Encumbrances) affecting the Property which will survive the Closing.

          (f) At the Closing, there will be no outstanding contracts made by Seller for the construction or repair of any improvements to the Improvements which have not been fully paid for, and Seller shall cause to be discharged all mechanics’ or materialmen’s liens arising from any labor or materials furnished to the Improvements prior to the Closing.

          (g) Except as set forth in Exhibit K attached hereto, there are no pending or, to Seller’s actual knowledge (without any duty of inquiry or investigation), threatened legal proceedings or actions of any kind or character affecting the Property or Seller’s interest therein, including, without limitation, condemnation proceedings.

          (h) Seller has not received any actual written notice, and Seller has no actual knowledge (without any duty of inquiry or investigation) of any civil, criminal or administrative suit, claim, hearing, violation, investigation, proceeding or demand pending or threatened against Seller or the Property relating in any way to a Release or compliance with Environmental Laws. For purposes of this Agreement, the phrase “Environmental Laws” shall mean any federal, state or local law, statute, ordinance, order, decree, rule or regulation and any common laws regarding

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health, safety, radioactive materials, or the environment, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq. (“CERCLA”); the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq. (“RCRA”); the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq. (“TSCA”), the Occupational, Safety and Health Act, 29 U.S.C. § 651, et seq. (“OSHA”), the Clean Air Act, 42 U.S.C. § 7401, et seq. (“CAA”), the Federal Water Pollution Control Act, 33 U.S.C. § 1251, et seq. (“FWPCA”), the Safe Drinking Water Act, 42 U.S.C. § 3001, et seq. (“SDWA”), the Hazardous Materials Transportation Act, 49 U.S.C. § 1802, et seq. (“HMTA”) and the Emergency Planning and Community Right to Know Act, 42 U.S.C. § 11001, et seq. (“EPCRA”), the Endangered Species Act of 1973, 16 U.S.C. § 1531 et seq. (“ESA”), the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq. (“FIFRA”) and other comparable federal, state or local laws, each as amended, and all rules, regulations and guidance documents promulgated pursuant thereto or published thereunder. The phrase “Hazardous Materials” shall mean each and every element, compound, chemical mixture, contaminant, pollutant, material, waste or other substance which is defined, determined or identified as hazardous or toxic under Environmental Laws or the Release of which is regulated under Environmental Laws. The term “Release” shall mean the discharge, disposal, deposit, injection, dumping, spilling, leaking, leaching, placing, presence, pumping, pouring, emitting, emptying, escaping, or other release of any Hazardous Material. For purposes of the representations and warranties set forth in this Section 5(h), “Hazardous Materials” shall not include consumer products, office supplies, pool chemicals and cleaning and maintenance supplies stored and used in the ordinary course of operation of the Property and in compliance with applicable Environmental Laws.

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          (i) As of the Effective Date, the outstanding principal balance of the Assumed Loan is $15,275,000.00. All accrued interest has been paid to date. Seller has timely paid all amounts and performed all monetary obligations required of it by the loan documents pursuant to which the Assumed Loan was made (the “Assumed Loan Documents”). As of July 31, 2010, the amount of escrows or reserves held by Seller for maintenance and capital repairs to the Property is $751,742.00 and the amount held for such purposes by the Assumed Loan Lender (as hereinafter defined) is $89,620.00. Seller has received no written notice of any defaults under the Assumed Loan Documents, and to Seller’s actual knowledge (without any duty of inquiry or investigation), no defaults are pending under the Assumed Loan Documents and no facts or circumstances exist which, with the passage of time and/or the giving of notice, would constitute a material default under the Assumed Loan Documents. The Assumed Loan is a “qualified liability” within the meaning of Treasury Regulations section 1.707-5(a)(6) that was incurred more than two years prior to the Effective Date and has encumbered the Property throughout the two-year period prior to the Effective Date.

          (j) Seller is not a foreign limited partnership, person or other entity within the meaning of Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), and Seller will furnish to Purchaser, prior to the Closing, an affidavit in the form attached hereto as Exhibit L.

          (k) Seller represents and warrants to Purchaser that, as of the Closing, each of the warranties and representations set forth in this Section 5 shall be true, complete and correct in all material respects except for changes in the operation of the Property occurring prior to Closing which are specifically permitted by this Agreement, and that all management contracts pertaining to the Property shall be terminated (at no cost to Purchaser) at Closing unless

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otherwise directed in writing by Purchaser. In the event that, prior to Closing, Purchaser discovers a material breach of a representation or warranty contained in this Agreement and made by Seller, Purchaser may, as its sole and exclusive remedy, either (i) terminate this Agreement and receive back the Earnest Money Note, and in the event such material breach is also intentional, a reimbursement of Purchaser’s actual out-of-pocket costs and expenses incurred in connection the transaction contemplated by this Agreement (including, without limitation, reasonable attorneys’ fees) up to a maximum of One Hundred Ninety Eight Thousand Six Hundred Twenty and No/100 Dollars ($198,620.00) (the “Cap”), or (ii) waive such breach and proceed to Closing with no reduction in the Purchase Price.

     6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER

          (a) Purchaser is a limited partnership duly formed and validly existing under the laws of the Commonwealth of Virginia. Purchaser hereby represents and warrants to Seller that this Agreement has been, and all the documents to be delivered by Purchaser to Seller or any Beneficial Owners, as applicable, at the Closing (including, without limitation, all documents in connection with the assumption of the Assumed Loan and the issuance of the OP Units, to the extent executed by Purchaser) will be, duly authorized, executed and delivered by Purchaser, are, and in the case of the documents to be delivered will be, legal and binding obligations of Purchaser, are, and in the case of the documents to be delivered will be, enforceable in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally), and do not, and will not at the Closing, violate any provisions of any material agreement to which Purchaser is a party.

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          (b) Purchaser is sophisticated and experienced in the acquisition, ownership and operation of multi-family housing projects similar to the Property, and has full knowledge of all applicable federal, state and local laws, rules, regulations and ordinances in connection therewith.

          (c) No pending or, to the knowledge of Purchaser, threatened litigation exists which if determined adversely would restrain the consummation of the transactions contemplated by this Agreement or would declare illegal, invalid or non-binding any of Purchaser’s obligations or covenants to Seller hereunder.

          (d) The issuance of the OP Units has been duly authorized, and when the OP Units are issued to the applicable Beneficial Owners who have executed and delivered to Purchaser the documents required by Section 3(c) hereof, such newly issued OP Units will be validly issued by Purchaser and will be free and clear of liens and encumbrances (but shall be subject to the provisions of the Partnership Agreement). The Partnership Agreement attached hereto is a true and complete copy thereof. There are no pending or, to Purchaser’s actual knowledge (without any duty of inquiry or investigation), threatened legal proceedings or actions against the Purchaser which if adversely determined would have a material adverse effect on Purchaser’s finances or assets as a whole.

     7. SELLER’S DELIVERIES

          (a) Seller has delivered or made available on a secure data base (and if not previously delivered or made available in the data base, Seller will deliver to Purchaser no later than five (5) days following the request by Purchaser), the following documents and the documents listed on Exhibit A-1 (the “Due Diligence Documents”), to the extent in Seller’s possession or reasonable control, and Seller shall deliver any updates to the Due Diligence Documents, if any, as and when requested by Purchaser or Assumed Loan Lender:

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          (i) A current rent roll pertaining to the Real Property (the “Rent Roll”) setting forth in respect of each Tenant unit: the name of the Tenant occupying such unit, the security deposit or other deposit paid by the Tenant and held by Seller, the term of the Lease for such unit, the commencement date for the term of the Lease for such space, the annual rent for each unit and the expiration date of the term of such Lease.

          (ii) A statement of insurance coverage and premiums by policy type and copies of insurance policies for the fire, extended coverage and public liability insurance maintained by or for the benefit of Seller (the “Existing Insurance Policies”), provided that Seller need not deliver such Policies to the extent coverage is provided by Seller’s blanket policies.

          (iii) A copy of all income and expense statements, year end financial and monthly operating statements for the Property (the “Operating Statements”) for the three (3) most recent full calendar years prior to the Closing and, to the extent available, the current year, and copies of operating budgets for the current fiscal year.

          (iv) A copy of “as built” plans and specifications of the Improvements (together with any other plans and specifications relating to the Real Property in the possession or control of Seller).

          (v) Copies of any inspection, soils, engineering, environmental or architectural notices, plans, diagrams, studies or reports in the possession or control of Seller which relate to the physical condition or operation of the Real Property or the Personal Property or recommended improvements thereto.

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          (vi) A copy of the bill or bills issued for the most recent year for which bills have been issued for all real estate taxes (including assessed value) and personal property taxes, and a copy of any and all notices in the possession or control of Seller pertaining to real estate taxes or assessments applicable to the Real Property or the Personal Property (the “Tax Bills”).

          (vii) A copy of all outstanding management, leasing, maintenance, repair, service, pest control and supply contracts (including, without limitation, janitorial, scavenger and landscaping agreements), equipment rental agreements, all contracts for repair or capital replacement to be performed at the Real Property, all contracts in Seller’s possession or control for repair or capital replacement covering work performed at the Real Property during the three (3) years immediately preceding the date hereof if the contract price was in excess of $10,000, and any other contracts relating to or affecting the Property (other than Leases) which will be binding upon the Property or Purchaser subsequent to the Closing, all as amended (collectively, the “Contracts”).

          (viii) A copy of all Leases and any other agreements which are in effect thereto with the Tenants of the Real Property, all as amended, together with any financial statements of such Tenants (to the extent such disclosure or financial statements are not restricted by any applicable confidential agreement and to the extent such financial statements are in the possession or control of Seller).

          (ix) Copies of all certificate(s) of occupancy, licenses, permits, authorizations and approvals in the possession or control of Seller which were obtained by Seller with respect to the Property, or any portion thereof, occupancy thereof or any present use thereof, including, without limitation, such permits as are necessary for the

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present operation of the Property with full use of all Improvements located thereon (the “Governmental Approvals”).

          (x) A copy of all guarantees and warranties relating to the Property in the possession or control of Seller and a copy of all of the Assumed Loan Documents.

          (xi) Copies of pending insurance claims or litigation documents relating to the Property.

          (xii) Any other documents and information in the possession or control of Seller reasonably requested by Purchaser and used or useful in connection with Seller’s ownership or operation of the Property.

          (b) Purchaser and its agents or representatives shall have no right to enter upon the Property except with Seller’s prior approval, which shall not be unreasonably withheld. Any such entry shall be upon not less than forty-eight (48) hours’ prior notice (except as otherwise set forth herein), shall be during normal business hours and shall be for the sole purpose of examining or inspecting the Property, including for the purpose of allowing Assumed Loan Lender to examine or inspect the Property, and such rights shall include the right to conduct a Phase I Environmental Site Assessment (a “Phase I”); provided that (i) no such entry upon the Property shall interfere with the operations of Seller’s business on the Property or the rights of tenants, and (ii) Purchaser maintains (and upon Seller’s request shall furnish to Seller a certificate of insurance evidencing the same) insurance insuring Seller against loss by reasons of matters set forth in the following sentence. Purchaser hereby agrees to pay, protect, defend, indemnify and save Seller harmless against all liabilities, obligations, claims (including mechanic’s lien claims), damages, penalties, causes of action, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) imposed upon, incurred

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by or asserted against Seller involving either bodily injury or property damage in connection with or arising out of the entry by Purchaser or its agents or representatives upon the Property, either prior to or after execution and delivery of this Agreement and caused by Purchaser’s employees, agents or independent contractors and the actions of such persons on the Property. In the event any portion of the Property is or has been damaged or excavated by Purchaser, its employees, agents or independent contractors, Purchaser agrees to return the Property to its condition immediately prior to such damage or excavation. Any inspection of units shall be made during ordinary business hours upon forty-eight (48) hours’ prior written notice to Seller, subject to rights under the Leases. Notwithstanding anything contained in this Agreement to the contrary, Purchaser shall have no right to conduct a Phase II Environmental Site Assessment (a “Phase II”) unless (i) the results of Purchaser’s or its lender’s Phase I recommends such Phase II, and (ii) Seller consents to such Phase II, which consent shall not be unreasonably withheld. In the event that Seller fails to grant its consent to such Phase II, or in the event that the lender of the Assumed Loan (the “Assumed Loan Lender”) is not satisfied with the results of such lender’s inspections, examinations and investigations of the Property within the Lender’s Approval Period (as defined in Section 8(a)(i) below), then Purchaser may, as its sole remedy, terminate this Agreement, whereupon the Earnest Money Note shall be returned to Purchaser, and neither party shall have any rights or obligations under this Agreement except those that expressly survive a termination of this Agreement.

          (c) Notwithstanding any provision to the contrary herein, including, without limitation, any provision stating that this Agreement shall become null and void following a return or application of the Earnest Money Note or any portion thereof, Purchaser’s obligations

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under this Section 7 shall survive the expiration or termination of this Agreement, and shall survive Closing.

          (d) Purchaser hereby acknowledges and agrees that it has no rights of inspection or examination of the Property except as set forth herein, provided, however, that in no event shall any discoveries or findings made during such inspections or examinations entitle Purchaser to terminate this Agreement except as expressly set forth herein, it being the intent of the parties hereto that, except as expressly set forth herein, Purchaser has no due diligence period under this Agreement.

          (e) Purchaser shall give Seller written notice of those Contracts Purchaser desires Seller to terminate not less than forty-five (45) days prior to Closing, and Seller shall arrange to terminate those Contracts designated by Purchaser as of the Closing.

          (f) PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5 OR OTHERWISE IN THIS AGREEMENT, SELLER IS SELLING AND PURCHASER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT PURCHASER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical condition of the Property, including, but not limited to, the structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing, sewage and utility systems, facilities and appliances, (ii) the quality, nature, adequacy and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical

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condition of utilities serving the Property, (iv) the development potential of the Property, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property, (vi) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence of Hazardous Materials on, under or about the Property or the adjoining or neighboring property, (viii) the quality of any labor and materials used in any improvements on the Real Property, (ix) the condition of title to the Property, (x) the Leases or Contracts and (xi) the economics of the operation of the Property.

          (g) Without limiting the above, except with respect to a breach by Seller of any of the representations and warranties contained in Section 5 hereof or Seller’s obligations hereunder, or Seller’s fraud, Purchaser on behalf of itself and its successors and assigns waives its right to recover from, and forever releases and discharges, Seller, Seller’s affiliates, Seller’s investment manager, the partners, trustees, shareholders, directors, officers, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns, from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the physical condition of the Property or any law or regulation applicable thereto, including, without limitation, the Environmental Laws.

          (h) The provisions of this Section 7 shall survive the Closing.

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     8. CONDITIONS PRECEDENT TO CLOSING

          (a) The following shall be conditions precedent to Purchaser’s obligation to consummate the purchase and sale transaction contemplated herein (“Purchaser’s Conditions Precedent”):

          (i) Prior to the expiration of the period commencing on the Effective Date and continuing for ninety (90) days thereafter (as such initial 90-day period may be extended by Purchaser as provided below, the “Lender’s Approval Period”), Purchaser shall have obtained, on terms acceptable to Purchaser in its sole discretion, approval from the Assumed Loan Lender for the assumption of the Assumed Loan by Purchaser, the assignment of the Assumed Loan by Seller and the release of Seller or any guarantor of the Assumed Loan affiliated with Seller from their respective obligations under the Assumed Loan Documents from and after the Closing, and shall have delivered reasonably satisfactory written evidence of the same to Seller (the “Assumption Approval”). The “Assumption Approval” shall be deemed to include (1) the satisfactory completion by the Assumed Loan Lender of all diligence investigations, inspections and tests, and (2) the full negotiation and final approval of the Loan Assumption Documents (as defined below) by Purchaser, Seller and the Assumed Loan Lender. Purchaser shall have the one-time right to extend the initial 90-day Lender’s Approval Period for an additional period of up to ninety (90) days, provided that (A) Purchaser delivers written notice to Seller of its election to so extend the initial 90-day Lender’s Approval Period five (5) business days prior to the expiration of the initial 90-day Lender’s Approval Period (the “Extension Notice”), (B) simultaneously with Purchaser’s delivery of the Extension Notice, Purchaser shall deliver to Seller an additional Promissory Note in the form attached hereto as Exhibit E and in the face amount of one percent (1%) of the

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Purchase Price, or One Hundred Ninety Eight Thousand Six Hundred Twenty and No/100 Dollars ($198,620.00) (which, for purposes of this Agreement, shall be deemed to constitute and be a part of the “Earnest Money Note” and shall be held by Seller pursuant to the terms of Section 3 above), and (C) Assumed Loan Lender shall not have refused to grant the Assumption Approval at any time prior to Purchaser’s delivery of the Extension Notice. Seller agrees to cooperate with and to take all reasonable action to facilitate Purchaser’s receipt of the Assumption Approval, however, Purchaser shall be solely responsible to pay to Assumed Loan Lender any and all costs, fees and expenses required in connection with the Assumed Loan assignment, assumption and release (other than Seller’s legal fees to review the Loan Assumption Documents). Purchaser and Seller shall execute and deliver at Closing, a loan assumption agreement and any other documents required in connection with the assignment and assumption of the Assumed Loan and the release of Seller and any guarantor affiliated with Seller on the terms reflected in the Assumption Approval, in form and content reasonably satisfactory to Purchaser and Seller (the “Loan Assumption Documents”). In the event that Seller or Purchaser fails to execute and deliver the Loan Assumption Documents or the Assumed Loan Lender fails to approve the assignment, assumption and release as aforesaid, either Seller or Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the Earnest Money Note to Purchaser. Purchaser shall apply to Assumed Loan Lender for Assumption Approval within sixty (60) days after the Effective Date (the “Assumption Commencement”) and use good faith and diligent efforts to obtain such consent from

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the Assumed Loan Lender prior to the expiration of the Lender’s Approval Period; provided, however, so long as Purchaser complies with its obligations under this Section 8(a), in no event shall Purchaser have any liability for its failure to achieve such consent.

          (ii) Prior to the expiration of the Lender’s Approval Period, the OP Units to be issued to the Beneficial Owners pursuant to this Agreement, together with the OP Units to be issued by Purchaser to the beneficial interest holders of the seven other Delaware statutory trusts known as Mission Barton Creek, DST, Mission Battleground Park, DST, Mission Briley Parkway, DST, Mission Capital Crossing, DST, Mission Mayflower Downs, DST, Mission Preston Wood, DST, and Mission Brentwood, DST (collectively, the “Other DSTs”) in accordance with the seven purchase and sale agreements of contemporaneous date herewith between Purchaser and the Other DSTs shall have been duly registered (collectively, the “Registrations”) pursuant to an effective registration statement with the U.S. Securities and Exchange Commission (“SEC”) and in each state or provincial jurisdiction where registration is required in accordance with all applicable federal, state and provincial laws, rules and regulations (each, a “Registration Statement” and collectively, the “Registration Statements”). Purchaser agrees to use good faith and diligent efforts to prepare and file the Registration Statements and to cause the Registration Statements to be declared effective in each jurisdiction where required, and shall commence the process of obtaining the Registrations within the Assumption Commencement. Seller agrees to provide Purchaser and its auditor with reasonable assistance and cooperation, at no cost or expense to Seller, in preparing the Registration Statements, including, without limitation, by providing

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Seller with access to any audited and unaudited financial statements previously prepared by Seller and its auditors, bank statements, general ledgers, accountant’s work papers, property records, and such other books and records as Purchaser may reasonably request, and by providing an assurance or representation letter on Purchaser’s auditor’s form and a response to the Audit Inquiry Letter (as defined below) from Seller’s counsel on such counsel’s standard form of response to an audit inquiry letter, all in order to prepare such Registration Statements (provided that in no event shall Seller or any affiliate of Seller have any liability to Purchaser or its auditor for the assurances or representations made therein). In the event that the Purchaser’s Condition Precedent contained in this Section 8(a)(ii) is not satisfied prior to the expiration of the Lender’s Approval Period, Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the Earnest Money Note to Purchaser. In the event that (a) the OP Units are duly registered pursuant to a Registration Statement that has been declared effective by the SEC and by each other jurisdiction where each of the Beneficial Owners reside, but the Registration Statement is not yet effective in certain other jurisdictions where each of the beneficial owners of the Other DSTs reside, and (b) Purchaser has received comments and feedback on the Registration Statements from each jurisdiction such that Purchaser reasonably determines that material changes will be required to the disclosure statement contained in the Registration Statement before it will become effective in those remaining jurisdictions in accordance with the laws, rules and regulations of each such jurisdiction, then Purchaser may elect to defer Closing on the Property under this Agreement until such time as the

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Registration Statements become effective in such other jurisdictions or the Purchaser believes no further material changes will be required to the disclosure statement contained in the Registration Statements. For the avoidance of doubt, Seller and Purchaser intend to proceed to Closing as soon as reasonably practicable, and Purchaser will only defer Closing to the extent it has a reasonable belief that material changes to the disclosure statement contained in the Registration Statements will be required. Purchaser will provide regular status updates to Seller with respect the effectiveness of the Registration Statements in each jurisdiction, and, to the extent Purchaser believes a material change to the disclosure statement contained in the Registration Statements will be required, Purchaser will share any correspondence received from any jurisdiction on the issue and will discuss the issue with Seller and explain the basis of Purchaser’s belief that such a material change will be required. Notwithstanding the foregoing, Seller understands and acknowledges that any determination regarding the materiality of any change in or issue relating to the Registration Statement shall be made by Purchaser.

          (iii) Immediately following the time that the Registration Statement filed with the SEC and each applicable state or other jurisdiction is declared effective, Seller shall have confirmed to Purchaser its acceptance of the Net Purchase Price in the form OP Units, which acceptance shall be in Seller’s sole discretion.

          (iv) Title shall have been approved by Purchaser under Section 4 with Title Insurer standing ready to issue an owner’s policy of title insurance (and an endorsement to the existing mortgagee’s title insurance policy in the form required by the Assumed Loan Lender) in the form customarily delivered in the State insuring Purchaser’s interest in the Real Property, dated the day of the Closing, with liability in

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the amount of the Purchase Price, subject only to the Permitted Encumbrances and the encumbrances related to the Assumed Loan, together with such endorsements as Purchaser reasonably may require and as are available in the State in which the Real Property is located (the “Title Policy”).

          (v) Seller shall have executed and delivered to Purchaser a certificate (the “Certificate”) in the form attached hereto as Exhibit M updating the representations and warranties of Seller through Closing, which Certificate Seller covenants to deliver unless material new matters or knowledge of a material defect arises, in which case Seller shall deliver a Certificate stating such matter. Purchaser may then (i) waive such matter and consummate the transaction contemplated hereby or (ii) terminate this Agreement, in which case neither party shall have any further obligations or liabilities hereunder and any documents shall be returned to the party depositing the same and the Earnest Money shall be returned to Purchaser.

          (vi) There shall be no Hazardous Materials at the Property that were not shown in the Phase I or Phase II (if applicable).

          In the event that any Purchaser’s Conditions Precedent is not satisfied, Purchaser shall give written notice thereof to the Seller, and unless Purchaser waives such Purchaser’s Conditions Precedent, this Agreement shall terminate and both Seller and Purchaser shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Section 7, and the Earnest Money Note shall be returned to Purchaser.

          (b) As a condition precedent to Seller’s obligations to consummate the purchase and sale transaction contemplated herein (“Seller’s Conditions Precedent”),

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(i) Purchaser shall have duly performed in all material respects each and every covenant and agreement to be performed by Purchaser pursuant to this Agreement, (ii) Purchaser’s representations, warranties and covenants shall be true and correct in all material respects as of the Closing Date, (iii) Assumed Loan Lender shall have granted the Assumption Approval pursuant to the terms of Section 8(a)(i) above, and (iv) Purchaser shall have obtained the Registrations pursuant to the terms of Section 8(a)(ii) above. In the event that any Seller’s Conditions Precedent are not satisfied, Seller shall give written notice thereof to the Purchaser, and unless Seller waives such Seller’s Conditions Precedent, this Agreement shall terminate and both Purchaser and Seller shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Section 7.

     9. ADDITIONAL COVENANTS OF SELLER

          Seller hereby covenants with Purchaser, as follows:

          (a) Seller shall not enter into any Contract with respect to the Property which will survive the Closing or will otherwise affect the use, operation or enjoyment of the Property after the Closing, unless Seller first shall have obtained Purchaser’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. If Purchaser has not notified Seller within five (5) business days of receipt of a request for approval of its decision, Purchaser shall be deemed to have approved the matter.

          (b) The Existing Insurance Policies, or equivalent coverage, shall remain continuously in force through the day of the Closing.

          (c) At all times prior to the Closing, Seller shall (i) operate and manage the Property in substantially the same manner it presently operates and manages the Property (provided, however, that Seller shall not be required to make any capital repairs to the Property or any component thereof) and Seller, shall not make any withdrawals from any capital reserve

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accounts in amounts in excess of $10,000.00 without providing written notice to Purchaser, (ii) maintain all material present services, (iii) maintain the Property in good repair and working order, reasonable wear and tear excepted, and (iv) perform when due all of Seller’s material obligations under the Leases, the instruments securing any mortgage lien on the Property, Contracts, Governmental Approvals and other agreements relating to the Property and otherwise in accordance with applicable laws, ordinances, rules and regulations affecting the Property. Prior to and as of the Closing, Seller shall cause all vacant units to be made rent-ready and available for occupancy based on standards and methods used by Seller prior to execution of this Agreement and shall cause all appliances in all vacant units to be clean and in working order (the “Appliance Standards”). Purchaser shall receive a credit of One Thousand and No/100 Dollars ($1,000.00) for each unit that became vacant on a date that is five (5) or more days prior to Closing and that is not rent-ready (as reasonably determined by Purchaser based on standards customary in the industry) and available for occupancy as of the day of Closing, provided that such $1,000.00 shall not include any costs to cause the appliances to meet the Appliance Standards. After full execution of this Agreement and until the Closing, Seller shall maintain all existing personnel on the Property in their current employment positions at their current rates of compensation. In the event of the Closing of the purchase of the Property, Purchaser shall not retain the existing employees and management agents of Seller for the Property, and, accordingly, on the Closing, Seller shall (i) cause all employment and management agreements respecting the Property to be terminated, and deliver evidence of such termination to Purchaser, and (iii) remove all employees and management personnel from the Property. Except for the obligation of Seller to use its reasonable efforts to fully enforce the material obligations of Tenants under the Leases, nothing contained in this Section 9(c) shall be deemed or construed as

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imposing any obligations of such Tenants onto Seller. Seller shall terminate, as of the day of the Closing, those of the Contracts designated in writing by Purchaser (no less than forty-five (45) days prior to Closing) which may by their terms be so terminated. None of the Personal Property shall be removed from the Real Property, unless replaced by Personal Property of equal or greater utility and value unless such Personal Property has no value or use at the Property.

          (d) Seller shall pay or contest the same (with notice to Purchaser of any such contests) in full, prior to the Closing, all bills and invoices for labor, goods, utility charges, material and services of any kind relating to the Property.

          (e) Seller agrees to pay any brokerage or leasing fee or similar commission or other compensation with respect to the Leases, if any (“Leasing Commissions”), which is or will become due and payable prior to the Closing, except for lease renewals, or exercises of expansion options, entered into after the date of this Agreement which shall be Purchaser’s obligation if the Closing occurs. The amount of such fees or commissions due on an absolute basis prior to Closing will be credited against the Purchase Price payable by Purchaser at the Closing; provided, however, that all such fees or commissions or other compensation due or payable after the Closing on an absolute or contingent basis (including fees or commissions or other compensation with respect to renewals, but only to the extent disclosed on Exhibit I) shall become obligations of Purchaser after the Closing.

          (f) After the date hereof and prior to the Closing, (i) Seller shall not enter into any new leases with respect to the Property without Purchaser’s prior written consent unless such new leases are on Seller’s standard form residential lease, the rent and landlord concessions and incentives are consistent with Seller’s current practices, and the leases are otherwise entered into in the ordinary course of Seller’s business of leasing and operating the Property, (ii) except for

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leases described above, no part of the Property, or any interest therein, shall be alienated, liened, encumbered or otherwise transferred, and (iii) Seller shall make all payments of principal and interest required under any mortgages encumbering the Property due prior to the Closing.

          (g) Seller shall promptly notify Purchaser of any change in any condition with respect to the Real Property or of any event or circumstance which makes any representation or warranty of Seller to Purchaser under this Agreement materially untrue or misleading, or any covenant of Seller under this Agreement incapable or less likely of being performed.

          (h) Seller shall deliver to Purchaser on a monthly basis until Closing updated operating statements and Rent Rolls.

          (i) Seller shall not apply any tenant’s security deposit unless the tenant is out of its premises as of Closing.

          (j) Seller shall give Purchaser prompt notice of any fire or other casualty affecting the Property.

          (k) Seller shall give Purchaser prompt notice of any violation issued in writing and received by Seller by any governmental authorities with respect to the Property.

     10. SELLER’S CLOSING DOCUMENTS

          At the Closing, Seller shall deliver to Purchaser the following, in form and substance reasonably acceptable to Purchaser:

          (a) A special warranty deed executed by Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan.

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          (b) A Bill of Sale, executed by Seller (the “Bill of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any.

          (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable).

          (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing.

          (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s)

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of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals.

          (f) Any keys in the possession of Seller to all locks located in the Property.

          (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction.

          (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto.

          (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct.

          (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

          (k) The Certificate.

          (l) A standard termite bond if Purchaser’s inspections reveal active infestation by wood destroying insects.

          (m) Executed counterparts of the Loan Assumption Documents.

          (n) The original Earnest Money Note.

          (o) Any other documents, instruments or agreements called for hereunder which have not previously been delivered and are reasonably necessary or required (A) by Title Insurer to issue the Title Policy or (B) by the Assumed Loan Lender or Purchaser in connection

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with the assumption of the Assumed Loan by Purchaser (including, the Loan Assumption Documents), the release of Seller or any guarantor that is affiliated with Seller from all obligations under the Assumed Loan from and after the Closing and the transfer from Seller to Purchaser of any and all escrow or reserve accounts related to the Property (whether held by Seller or the Assumed Loan Lender) and security deposits related to the Leases.

     11. PURCHASER’S CLOSING DOCUMENTS

          At the Closing, Purchaser shall deliver to Seller:

          (a) An executed counterpart of the Contract Assignment.

          (b) An executed counterpart of the Lease Assignment.

          (c) The Purchase Price, net of prorations, by issuance of the OP Units in accordance with the terms of Section 3(c) above.

          (d) Executed counterparts of the Loan Assumption Documents.

          (e) Reasonable proof of the authority of Purchaser’s signatories.

          (f) An executed counterpart of the Tax Protection Agreement in the form attached hereto as Exhibit H, for each Beneficial Owner that has also executed a Tax Protection Agreement.

          (g) The documents necessary to transfer the OP Units to each Beneficial Owner that has executed and delivered the documents required by Section 3(c).

          (h) Any other documents, instruments or agreements reasonably necessary to close the transaction as contemplated by this Agreement or by the Assumed Loan Lender or Seller in connection with the assignment of the Assumed Loan by Seller (including, the Loan Assumption Documents), the release of Seller or any guarantor that is affiliated with Seller from all obligations under the Assumed Loan from and after the Closing and the transfer from Seller

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to Purchaser of any and all escrow or reserve accounts related to the Property (whether held by Seller or the Assumed Loan Lender) and security deposits related to the Leases.

     12. PRORATIONS AND ADJUSTMENTS

          The following shall be prorated and adjusted between Seller and Purchaser as of the day of the Closing, except as otherwise specified:

          (a) Collected Rents and other charges, other than for Tenants who owe Delinquent Rents (as hereinafter defined), shall be prorated by credit to Purchaser. Prepaid rents and other charges shall be credited to Purchaser. The rent and all other sums which are due and payable to Seller by any tenant but uncollected as of the Closing shall not be adjusted, but Purchaser shall cause the rent and other sums for the period prior to Closing to be remitted to Seller if, as, and when collected (but Purchaser shall not be required to take legal action for such amounts accruing prior to the Closing). At Closing, Seller shall deliver to Purchaser a schedule of all rent, charges and other amounts payable by tenants after the Closing with respect to which Seller is entitled to receive a share under this Agreement, and any amount due and owing to Seller before the Closing by tenants under the Leases which are unpaid on the date of Closing (such amounts are collectively referred to herein as the “Delinquent Amounts”). Rental and other payments received by Purchaser from tenants shall first be applied toward Purchaser’s actual out-of-pocket costs (including reasonable attorneys’ fees) of collection, and then toward the payment of current rent and other charges owed to Purchaser for periods after the Closing, and any excess monies received shall be applied toward the payment of Delinquent Amounts; provided, however, that any rent received by Purchaser from tenants who owe Delinquent Amounts during the month in which the Closing occurs shall first be applied to the payment of such tenants’ Delinquent Amounts, if any, with respect to the month in which the Closing occurs, and not toward the payment of rent and other charges for previous or subsequent months.

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Purchaser may not waive any Delinquent Amounts or modify a Lease so as to reduce amounts or charges owed under Leases for any period in which Seller is entitled to receive a share of charges or amounts, without first obtaining the written consent of Seller. If a Delinquent Amount due Seller is not paid by a tenant within the later of (x) sixty (60) days after Closing or (y) sixty (60) days after billing therefor, Seller shall have the right to attempt to effect collection by litigation or otherwise so long as Seller does not take any action which would affect such tenant’s right to occupy its leased premises or terminate its lease. With respect to Delinquent Amounts owed by tenants that are no longer tenants of the Property as of the date of Closing, Seller shall retain all rights relating thereto.

          (b) The amount of all security and other Tenant deposits and interest due thereon, if any, shall be transferred to Purchaser. Purchaser shall assume at Closing the obligation, if any, to pay security and other deposits to tenants under the Leases, to the extent that such deposits are transferred to Purchaser at Closing. Seller shall indemnify and hold Purchaser harmless for the amounts, if material, by which (i) the amount of security and other deposits (together with interest due thereon as may be required by law or by the Lease), required to be held under the terms of the Leases exceeds (ii) the amount actually transferred to Purchaser at Closing.

          (c) To the extent not covered by any tax escrows to be assigned to Purchaser at Closing pursuant to Section 12(g) below, accrued general real estate, personal property and ad valorem taxes and assessments for the current tax year shall be prorated on the basis of bills, if available prior to the Closing, which shall be re-prorated after Closing on the basis of actual bills received covering the period which includes the Closing Date.

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          (d) Fuel, water and sewer service charges, and charges for gas, electricity, telephone and all other utility and fuel charges, as well as all deposits to utility companies, governmental entities or any other person shall be prorated ratably on the basis of the last ascertainable bills (and reprorated upon receipt of the actual bills or invoices) to the extent not paid directly by tenants under their respective Leases unless final meter readings and final invoices can be obtained. To the extent practicable, Seller shall cause meters for utilities to be read not more than one (1) day prior to the date of Closing.

          (e) Amounts due, commissions, up-front revenues and incentives, and prepayments under the Contracts to be assigned to Purchaser. All amounts for services rendered or materials furnished under the Contracts assumed by Purchaser and accruing after the Closing Date shall be the responsibility of Purchaser.

          (f) Assignable license and permit fees paid on an annual or other periodic basis.

          (g) All escrow and reserve accounts (including without limitation, all capital improvement reserves and taxes and insurance escrows) held by Assumed Loan Lender in connection with the Assumed Loan and those held by Seller, if any, shall be assigned to Purchaser but there will be no adjustment to the Purchase Price or proration thereof.

          (h) Such other items that are customarily prorated in transactions of this nature (including, without limitation, any utilities paid by Seller under the Leases) shall be prorated; provided, however, that any insurance premiums shall not be prorated, but rather Seller shall cancel the Existing Insurance Policies as of Closing (and seek a separate refund from its insurer of any unearned premiums) and thereafter Purchaser shall obtain its own property insurance in conformance with the Assumed Loan Documents.

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          Purchaser shall be deemed to be the owner of the Property and, therefore, entitled to the income from the Property and responsible for the expenses of the Property for the entire day upon which the Closing occurs. All such prorations shall be made on the basis of the actual number of days of the month which shall have elapsed as of the day of the Closing. To the extent information necessary to make such prorations is not available at the Closing or is determined to be inaccurate or incomplete after Closing, the amount of such prorations shall be subject to adjustment in cash after the Closing as and when complete and accurate information becomes available. All prorations shall otherwise be final. Seller and Purchaser agree to cooperate and use their best efforts to make such adjustments no later than sixty (60) days after the Closing as to all items except tax prorations, subject to mutual agreement to extend such sixty (60) day period, and with respect to tax prorations, to the extent not covered by any tax escrows to be assigned to Purchaser at Closing pursuant to Section 12(g) above, the parties shall make such adjustments upon receipt of the actual tax bills covering the period in which the Closing Date occurs. Except as set forth in this Section 12, all items of income and expense for the period prior to the Closing Date will be for the account of Seller, and all items of income and expense for the period on and after the Closing Date will be for the account of Purchaser, all as determined by the accrual method of accounting. Bills received after the Closing Date which relate to expenses incurred, services performed or other amounts allocable to the period prior to the Closing Date shall be paid by Seller.

          (i) Amounts on deposit with utility companies shall be credited to Seller at Closing, and promptly following the Closing, Purchaser shall inform such utilities of such change in ownership of the Property. Seller shall, from and after the Closing, at Seller’s sole cost and expense, have control over any ongoing tax appeals as to the Property that were

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commenced prior to the Closing and that pertain solely to the periods that Seller owned the Property. Seller shall, as applicable, retain all proceeds or reductions obtained from such appeals or pay all additional taxes or delinquencies imposed for such periods. Seller shall keep Purchaser informed as to any such appeals.

     13. CLOSING

          The “Closing” of the transaction contemplated by this Agreement (that is, the payment of the Purchase Price by issuing or becoming irrevocably committed to issue, as applicable, the OP Units, the return to Purchaser of the Earnest Money Note, the transfer of title to the Property, and the satisfaction of all other terms and conditions of this Agreement) shall occur in escrow by each party delivering their respective documents and funds to the Title Insurer with closing instructions consistent with this Agreement, or if deemed to be necessary, at 10:00 a.m. local time at the offices of the Title Insurer (or at such other location as agreed upon by the parties) on the date that is five (5) business days after the satisfaction of all Purchaser’s Conditions Precedent and Seller’s Conditions Precedent. The “Closing Date” shall be the date of Closing. Within ninety (90) days following Closing, Purchaser shall re-name the Property so as to exclude any reference to “Mission” or any derivation thereof, as applicable, unless Grubb & Ellis Property Management TRS, LLC, a Delaware limited liability company and an affiliate of Purchaser, Mission Residential Management, LLC, a Virginia limited liability company, MR Holdings, LLC, a Virginia limited liability company, Forward Capital, LLC, a Delaware limited liability company, and Christopher C. Finlay, an individual resident of the Commonwealth of Virginia, all affiliates of Seller, shall have closed under that certain Asset Purchase Agreement dated as of the Effective Date. Purchaser may continue to use the name “Mission” or any derivation thereof with respect to the Property during such 90-day period, and if requested by

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Purchaser, Seller agrees to grant a license to Purchaser, at not cost to Purchaser, to use the name “Mission” or any derivation thereof with respect to the Property during such 90-day period.

     14. CLOSING COSTS

          Purchaser shall pay the cost of the Title Policy and its lender’s title policy and/or endorsement, the Survey, all transfer and recordation taxes and fees, all of the Title Insurer’s closing fees (including those for a “New York Style” closing) and recording fees. Seller shall be responsible for all accrued taxes of Seller prior to Closing and income taxes and other such taxes of Seller attributable to the sale of the Property to Purchaser. Purchaser shall be solely responsible for all costs associated with assuming the Assumed Loan, including, without limitation, paying all assumption and review fees, costs and expenses, if any. Each party shall bear the expense of its own counsel. In addition, all costs of Purchaser’s due diligence activities incurred prior to the Effective Date, including any engineering, environmental reports and lease and expense audits, as well as the cost of any examinations or inspections pursuant to Section 7 above, shall be paid by Purchaser.

     15. LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION

          (a) In the event that prior to the Closing, the Improvements, or any part thereof, are destroyed or materially damaged (as defined in Section 15(e)), Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such damage or destruction, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Earnest Money Note shall be returned to Purchaser, or (ii) to accept the Improvements in their then condition and to proceed with the Closing with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance

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coverage, and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such proceeds without Purchaser’s prior written consent.

          (b) In the event that prior to the Closing there is any non-material damage to the Improvements, or any part thereof, Seller shall repair or replace such damage prior to the Closing. Notwithstanding the preceding sentence, in the event Seller is unwilling or unable to repair or replace such damage, Seller shall notify Purchaser of such fact (“Seller’s Notice”) and Purchaser thereafter shall have the right, exercisable by giving Seller notice within fifteen (15) business days after receiving Seller’s Notice either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Earnest Money Note shall be returned to Purchaser, or (ii) to accept the Improvements in their then condition with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to insurance proceeds payable by reason of such non-material damage. For purposes of contemplating any repairs or replacements under this Section 15(b), the Closing may be extended for a reasonable time to allow such repairs or replacements to be made by Seller.

          (c) In the event that prior to the Closing, all or any material portion (as defined in Section 15(e)) of the Land and Improvements are subject to a taking by public authority, Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such taking, either (i) to terminate this Agreement,

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in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Earnest Money Note shall be returned to Purchaser, or (ii) to accept the Land and Improvements in their then condition, without a reduction in the Purchase Price, and to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent.

          (d) In the event that prior to the Closing, any non-material portion of the Land or Improvements is subject to a taking, Purchaser shall accept the Property in its then condition and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to any award in connection with such taking. In the event of any such non-material taking, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent.

          (e) For the purpose of this Section 15, damage to the Improvements or a taking of a portion thereof shall be deemed to involve a material portion thereof if the reasonably estimated cost of restoration or repair of such damage or the amount of the condemnation award with respect of such taking shall exceed One Hundred Thousand and No/100 Dollars ($100,000.00), or if the number of parking spaces is reduced or if the entrances and entrance signs are relocated.

          (f) Seller agrees to give Purchaser prompt notice of any taking, damage or destruction of the Land or Improvements.

          (g) The provisions of this Section 15 shall survive the Closing.

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     16. DEFAULT

          (a) Notwithstanding anything to the contrary contained in this Agreement, if after Seller materially breaches a representation or warranty of Seller hereunder or defaults under the terms of this Agreement, at Purchaser’s option, Purchaser may elect as its sole remedy (i) to terminate this Agreement, whereupon the Earnest Money Note shall be returned to Purchaser and neither party shall have any rights or obligations under this Agreement, except those that expressly survive a termination of this Agreement, and in the event such material breach is also intentional, Seller shall reimburse Purchaser for Purchaser’s actual out-of-pocket costs and expenses incurred in connection the transaction contemplated by this Agreement (including, without limitation, reasonable attorneys’ fees) up to the Cap, or (ii) Purchaser may sue Seller for specific performance of the sale of the Property in accordance with the terms of this Agreement.

          (b) Notwithstanding anything to the contrary contained in this Agreement, if Purchaser defaults under the terms of this Agreement, the Earnest Money Note shall become due and payable to Seller as liquidated damages, which shall be Seller’s sole and exclusive remedy at law or equity against Purchaser, and neither party shall have any rights or obligations under this Agreement except those that expressly survive a termination of this Agreement. Seller and Purchaser acknowledge and agree that (1) the Earnest Money Note is a reasonable estimate of and bears a reasonable relationship to the damages that would be suffered and costs incurred by Seller as a result of having withdrawn the Property from sale and the failure of Closing to occur due to a default of Purchaser under this Agreement; (2) the actual damages suffered and costs incurred by Seller as a result of such withdrawal and failure to close due to a default of Purchaser under this Agreement would be extremely difficult and impractical to determine; (3) Purchaser seeks to limit its liability under this Agreement to the amount of the Earnest Money Note in the event this Agreement is terminated and the transaction contemplated by this Agreement does not

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close due to a default of Purchaser under this Agreement; and (4) the Earnest Money Note shall be and constitute valid liquidated damages and not a penalty.

     17. INTENTIONALLY OMITTED

     18. BROKERS

          (a) Purchaser hereby acknowledges that it is liable for, and agrees to pay at Closing, a brokerage commission to FBR Capital Markets & Co. (“FBR”) pursuant to the terms of that certain agreement entered into by FBR and an affiliate of Seller on January 29, 2010, as amended by that certain first amendment to engagement letter dated August 21, 2010. Seller represents and warrants to Purchaser that no other brokerage commissions, finder’s fees or other compensation is due or payable by reason of the actions of Seller with respect to the transaction contemplated hereby. Seller agrees to indemnify and hold Purchaser harmless from and against any losses, damages, costs and expenses (including attorneys’ fees) incurred by Purchaser by reason of any breach or inaccuracy of the representation and warranty contained in this Section 18(a).

          (b) Except as provided above, Purchaser represents and warrants to Seller that Purchaser has not entered into any agreement or incurred any obligation which might result in the obligation to pay any brokerage commission, finder’s fee or other compensation with respect to the transaction contemplated hereby. Purchaser agrees to indemnify and hold Seller harmless from and against any losses, damages, costs and expenses (including attorneys’ fees) incurred by Seller by reason of any breach or inaccuracy of the representation and warranty contained in this Section 18(b).

          (c) The provisions of this Section 18 shall survive the Closing.

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     19. MISCELLANEOUS

          (a) Each individual and entity executing this Agreement hereby represents and warrants that he or it has the capacity set forth on the signature pages hereof with full power and authority to bind the party on whose behalf he or it is executing this Agreement to the terms hereof.

          (b) This Agreement is the entire Agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements between the parties with respect to the matters contained in this Agreement. Any waiver, modification, consent or acquiescence with respect to any provision of this Agreement shall be set forth in writing and duly executed by or in behalf of the party to be bound thereby. No waiver by any party of any breach hereunder shall be deemed a waiver of any other or subsequent breach.

          (c) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by other parties to this Agreement attached thereto.

          (d) Any communication, notice or demand of any kind whatsoever which either party may be required or may desire to give to or serve upon the other shall be in writing and delivered by personal service (including express or courier service), by overnight courier or by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

          Seller: Mission Tanglewood, DST
10467 White Granite Drive, Suite 300
Oakton, Virginia 22124
Attn: Christopher Finlay

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          Purchaser: Grubb & Ellis Apartment REIT Holdings, L.P.
1606 Santa Rosa Road, Suite 109
Richmond, Virginia 23229
Attn: Gus R. Remppies

Any party may change its address for notice by written notice given to the other in the manner provided in this Section. Any such communication, notice or demand shall be deemed to have been duly given or served on the date personally served, if by personal service, or on the date shown on the return receipt or other evidence of delivery, if mailed or sent by overnight delivery.

          (e) The parties agree to execute such other instruments and to do such further acts as may be reasonably necessary to carry out the provisions of this Agreement.

          (f) The making, execution and delivery of this Agreement by the parties hereto has been induced by no representations, statements, warranties or agreements other than those expressly set forth herein.

          (g) Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law, but, if any provision of this Agreement shall be invalid or prohibited thereunder, such invalidity or prohibition shall be construed as if such invalid or prohibited provision had not been inserted herein and shall not affect the remainder of such provision or the remaining provisions of this Agreement.

          (h) The language in all parts of this Agreement shall be in all cases construed simply according to its fair meaning and not strictly for or against any of the parties hereto. Section headings of this Agreement are solely for convenience of reference and shall not govern the interpretation of any of the provisions of this Agreement.

          (i) This Agreement shall be governed by and construed in accordance with the laws of the State.

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          (j) This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and to their respective transferees, successors, and assigns; provided, however, that neither this Agreement nor any of the rights or obligations of Seller hereunder shall be transferred or assigned by Seller without the prior written consent of Purchaser except in connection with like-kind exchanges under Section 1031 of the Internal Revenue Code, provided that no such assignment shall relieve Seller of its obligations hereunder. Purchaser shall have the right to assign all of its right, title and interest under this Agreement without the prior written consent of Seller (but with prior written notice to Seller) to a wholly-owned subsidiary of Purchaser, to an entity managed or controlled by Purchaser or to an affiliate of Purchaser, provided that no such assignments shall relieve Purchaser of its obligations hereunder.

          (k) All Exhibits attached hereto are incorporated herein by reference.

          (l) Notwithstanding anything to the contrary contained herein, this Agreement shall not be deemed or construed to make the parties hereto partners or joint venturers, or to render either party liable for any of the debts or obligations of the other, it being the intention of the parties to merely create the relationship of seller and purchaser with respect to the Property to be conveyed as contemplated hereby.

          (m) This Agreement shall not be recorded or filed in the public land or other public records of any jurisdiction by either party and any attempt to do so may be treated by the other party as a breach of this Agreement.

          (n) During the period from the date of execution of this Agreement until the Closing or this Agreement is terminated, Seller agrees not to market the Property for sale, accept any offer for purchase, offer the Property for joint venture, apply for any financing, divulge to any potential purchaser or joint venturer or lender any written material with respect to the

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Property nor divulge nor communicate in any way to any potential purchaser or joint venturer or lender with respect to the Property, any information with respect to the Property.

     (o) Unless provided to the contrary in any particular provision, all time periods shall refer to calendar days and shall expire at 5:00 p.m. Eastern Time on the last of such days; provided, however, that if the time for the performance of any obligation expires on a day which is not a “business day” (which term shall mean a Saturday, Sunday and days on which banks in the state where the Property is located are closed), the time for performance shall be extended to the next business day.

          (p) Seller acknowledges that Purchaser is a subsidiary of Grubb & Ellis Apartment REIT, Inc. (“Parent”), a publicly registered company that is required to disclose the existence of this Agreement upon full execution and to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Period”) for the Property. To assist Parent in preparing the SEC Filings, Sellers agree to (a) deliver an audit inquiry letter regarding pending litigation and other matters in the form attached hereto as Exhibit S (the “Audit Inquiry Letter”) to Sellers’ counsel prior to Closing, and (b) provide Parent with the following within thirty (30) days after the Closing: (i) access to bank statements for the Audited Year and Stub Period, (ii) Rent Roll as of the end of the Audited Year and Stub Period, (iii) operating statements for the Audited Year and Stub Period (iv) access to the general ledger for the Audited Year and Stub Period, (v) cash receipts schedule for each month in the Audited Year and Stub Period, (vi) access to invoices for expenses and capital improvements in the Audited Year and Stub Period, (vii) accounts payable ledger and accrued expense reconciliations in the Audited Year and Stub Period, (viii) check register for the three

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(3) months following the Audited Year and Stub Period, (ix) copies of all insurance documentation for the Audited Year and Stub Period, (x) copies of accounts receivable aging as of the end of the Audited Year and Stub Period along with an explanation for all accounts over thirty (30) days past due as of the end of the Audited Year and Stub Period, (xi) an executed assurance or representation letter from Seller to Parent’s auditor on such auditor’s form (provided that in no event shall Seller have any liability to Purchaser, Parent or such auditor for the assurances or representations made therein, but Seller shall reasonably cooperate, at no cost or expense to Seller, in connection with such audit, including, if required by Parent’s auditor, answering a standard SAS 99 questionnaire from such auditor), and (xii) an executed letter from Seller’s counsel in response to the Audit Inquiry Letter on such counsel’s standard form of response to an audit inquiry letter. The provisions of the foregoing two (2) sentences shall survive the Closing for a period of 180 days.

          (q) In the event of a default by either party of its obligations under this Agreement, the prevailing party in any action or proceeding in any court in connection therewith (including any action for specific performance) shall be entitled to recover from such other party its costs and expenses, including reasonable legal fees and associated court costs.

          (r) Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the parties hereto, to any person or entity other than the parties hereto.

          (s) The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof.

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     20. REPRESENTATIONS. WARRANTIES AND COVENANTS WITH RESPECT TO THE USA PATRIOT ACT.

     All capitalized words and phrases and all defined terms used in the USA Patriot Act of 2001, 107 Public Law 56 (October 26, 2001) (as amended, the “Patriot Act”) and in other statutes and all orders, rules and regulations of the United States government and its various executive departments, agencies and offices related to the subject matter of the Patriot Act, including, but not limited to, Executive Order 13224 effective September 24, 2001, are hereinafter collectively referred to as the “Patriot Rules” and are incorporated into this paragraph.

          (a) Purchaser hereby represents and warrants to Seller that each and every “person” or “entity” affiliated with the respective party or that has an economic interest in the respective party or that has or will have an interest in the transaction contemplated by this Agreement or will participate, in any manner whatsoever, in the purchase of the Property, are:

          (i) not a “blocked” person listed in the Annex to Executive Order Nos. 12947, 13099 and 13224;

          (ii) in full compliance with the requirements of the Patriot Rules and all other requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”);

          (iii) operated under policies, procedures and practices, if any, that are in compliance with the Patriot Rules and available to Seller for Seller’s review and inspection during normal business hours and upon reasonable prior notice;

          (iv) not in receipt of any notice from the Secretary of State or the Attorney General of the United States or any other department, agency or office of the United States claiming a violation or possible violation of the Patriot Rules;

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          (v) not listed as a Specially Designated Terrorist or as a blocked person on any lists maintained by the OFAC pursuant to the Patriot Rules or any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of the OFAC issued pursuant to the Patriot Rules or on any other list of terrorists or terrorist organizations maintained pursuant to the Patriot Rules;

          (vi) not a person who has been determined by competent authority to be subject to any of the prohibitions contained in the Patriot Rules; and

          (vii) not owned or controlled by or now acting and or will in the future act for or on behalf of any person or entity named in the Annex or any other list promulgated under the Patriot Rules or any other person who has been determined to be subject to the prohibitions contained in the Patriot Rules.

          (b) Purchaser covenants and agrees that in the event it receives any notice that it or any of its beneficial owners or affiliates or participants become listed on the Annex or any other list promulgated under the Patriot Rules or indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, it shall immediately notify Seller and, in such event, this Agreement shall automatically be deemed terminated, in which event all Earnest Money shall be returned to Purchaser and the parties shall have no further rights or obligations under this Agreement, except for all other rights, liabilities or obligations that survive a termination of this Agreement.

[Remainder of Page Intentionally Blank]

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          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

SELLER:	MISSION TANGLEWOOD, DST, a Delaware statutory trust
	By:	Mission Trust Services, LLC
	Its:	Signatory Trustee
		By:	/s/ Christopher C. Finlay
		Name:	Christopher C. Finlay
		Title:	Manager
PURCHASER:	GRUBB & ELLIS APARTMENT REIT HOLDINGS, L.P., a Virginia limited partnership
	By:	Grubb & Ellis Apartment REIT, Inc.
	Its:	General Partner
		By:	/s/ Stanley J. Olander, Jr.
		Its:	Stanley J. Olander, Jr.
		Title:	Chief Executive Officer

S-1

EX-10.3

Exhibit 10.3

PURCHASE AND SALE AGREEMENT

by

and

between

MISSION CAPITAL CROSSING, DST, a Delaware statutory trust,

“Seller”

and

GRUBB & ELLIS APARTMENT REIT HOLDINGS, L.P.,
a Virginia limited partnership

“Purchaser”

PURCHASE AND SALE AGREEMENT

INDEX

1. IDENTIFICATION OF PARTIES	1
2. DESCRIPTION OF THE PROPERTY	2
3. THE PURCHASE PRICE	3
4. TITLE	5
5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER	7
6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER	13
7. SELLER’S DELIVERIES	14
8. CONDITIONS PRECEDENT TO CLOSING	20
9. ADDITIONAL COVENANTS OF SELLER	27
10. SELLER’S CLOSING DOCUMENTS	30
11. PURCHASER’S CLOSING DOCUMENTS	33
12. PRORATIONS AND ADJUSTMENTS	34
13. CLOSING	38
14. CLOSING COSTS	39
15. LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION	39
16. DEFAULT	41
17. INTENTIONALLY OMITTED	43
18. BROKERS	43
19. MISCELLANEOUS	43
20. REPRESENTATIONS. WARRANTIES AND COVENANTS WITH RESPECT TO THE USA PATRIOT ACT	48

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EXHIBITS

EXHIBIT A	-	Legal Description of the Land
EXHIBIT A-1	-	Due Diligence Delivery Documents
EXHIBIT B	-	Rent Roll
EXHIBIT C	-	List of Personal Property
EXHIBIT D	-	List of Intangible Personal Property
EXHIBIT E	-	Form of Earnest Money Note
EXHIBIT F	-	Partnership Agreement
EXHIBIT G	-	Form of Beneficial Owner’s Tax Basis Certification
EXHIBIT H	-	Tax Protection Agreement
EXHIBIT I	-	Schedule of Commissions
EXHIBIT J	-	Schedule of Contracts
EXHIBIT J-1	-	Existing Management Agreement
EXHIBIT K	-	Schedule of Litigation and Disclosure Items
EXHIBIT L	-	Form of Seller’s Certification of Non-Foreign Status
EXHIBIT L-1	-	Form of Beneficial Owner’s Certification of Non-Foreign Status
EXHIBIT M	-	Form of Certificate Regarding Representations and Warranties
EXHIBIT N	-	Form of Limited Power of Attorney
EXHIBIT O	-	Form of Bill of Sale
EXHIBIT P	-	Form of Contract Assignment
EXHIBIT Q	-	Form of Lease Assignment
EXHIBIT R	-	Form of Notice to Tenants
EXHIBIT S	-	Form of Audit Inquiry Letter

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PURCHASE AND SALE AGREEMENT

     1. IDENTIFICATION OF PARTIES

          THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of ______________, 2010, between MISSION CAPITAL CROSSING, DST, a Delaware statutory trust (“Seller”) and GRUBB & ELLIS APARTMENT REIT HOLDINGS, L.P., a Virginia limited partnership, or its permitted assigns (“Purchaser”).

R E C I T A L S

     A. Seller owns that certain real property located in the City of Raleigh in Wake County, North Carolina (the “State”), consisting of approximately 39.6 acres of land, commonly known as “Mission Capital Crossing Apartments,” and more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the “Land”), together with the improvements located thereon, containing 356 apartment units, and all other improvements located thereon (the “Improvements”).

     B. Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, all of Seller’s right, title and interest in and to the Property (hereinafter defined) for the price and on the terms and conditions hereinafter set forth.

     C. The date Purchaser receives a fully executed original counterpart of this Agreement shall be the “Effective Date.”

     NOW, THEREFORE, in consideration of the foregoing, the covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

     2. DESCRIPTION OF THE PROPERTY

          Seller hereby agrees to sell and convey to Purchaser and Purchaser hereby agrees to purchase from Seller all of Seller’s right, title and interest in and to the following:

          (a) The Land, together with the Improvements;

          (b) All of Seller’s interest as lessor in all leases covering the Land and the Improvements (said leases, together with any and all amendments, modifications or supplements thereto, are hereinafter referred to collectively as the “Leases” and are identified in the Rent Roll (hereinafter defined) attached hereto as Exhibit B);

          (c) All rights, privileges, easements and appurtenances appertaining to the Land and the Improvements including, without limitation, all easements, rights-of-way and other appurtenances used, connected with or inuring to the beneficial use or enjoyment of the Land and the Improvements. The Land, the Improvements and all such rights, privileges, easements and appurtenances (including, without limitation, Seller’s interest as lessor under the Leases) are sometimes hereinafter collectively referred to as the “Real Property;”

          (d) All personal property, equipment, supplies and fixtures (collectively, the “Personal Property”) owned by Seller and used in the operation of the Real Property including, without limitation, all property described in Exhibit C attached hereto; and

          (e) All intangible property used in connection with the foregoing including, without limitation, all trademarks, trade names (including, without limitation, the exclusive right to use the name “Mission Capital Crossing Apartments”), and the contract rights, licenses (to the extent transferable), permits (to the extent transferable) and warranties (to the extent transferable), more particularly described in Exhibit D attached hereto (the “Intangible Personal Property”). The Real Property, the Personal Property and the Intangible Personal Property are sometimes hereinafter collectively referred to as the “Property.”

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          (f) All of Seller’s right, title and interest in and to the Assumed Loan (as hereinafter defined).

     3. THE PURCHASE PRICE

          The purchase price for the Property is Twenty Million Six Hundred Sixty-Seven Thousand and No/100 Dollars ($20,667,000.00) (the “Purchase Price”) and shall be paid to Seller as follows:

          (a) Earnest Money.

          (i) Within three (3) business days after the Effective Date, Purchaser shall deliver to Seller a Promissory Note in the form attached hereto as Exhibit E and in face amount of one percent (1%) of the Purchase Price, or Two Hundred Six Thousand Six Hundred Seventy and No/100 Dollars ($206,670.00), which is referred to in this Agreement as the “Earnest Money Note”. The Earnest Money Note shall be returned to Purchaser (A) in the event of failure to close this transaction by reason of a default by Seller or if Purchaser is expressly otherwise entitled to the return of the Earnest Money Note pursuant to the terms of this Agreement or (B) at Closing.

          (ii) If the transaction contemplated by this Agreement closes in accordance with the terms and conditions of this Agreement, at Closing (as hereinafter defined), the Earnest Money Note shall be returned to Purchaser and shall not be credited toward the Purchase Price.

          (b) Payment at Closing. At Closing, Purchaser shall pay to Seller the Purchase Price less the outstanding balance of the Assumed Loan and plus or minus the adjustments and prorations required by this Agreement (the “Net Purchase Price”). The Net Purchase Price shall be paid in the form of limited partner units (the “OP Units”) in Purchaser, which OP Units represent a limited partner interest in Purchaser with the rights and preferences

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as set forth in Purchaser’s Amended and Restated Agreement of Limited Partnership dated as of August 27, 2010, a copy of which is attached hereto as Exhibit F (the “Partnership Agreement”) and which OP Units shall be paid to the beneficial interest holders in Seller (the “Beneficial Owners”) as set forth herein. The total number of OP Units to be delivered by Purchaser to the Beneficial Owners shall be determined by dividing the Net Purchase Price by nine (9), and rounding up such number such that each Beneficial Owner shall receive a whole number of OP Units. Seller shall notify Purchaser and certify to Purchaser as true and correct the percentage ownership interest of each Beneficial Owner at or before Closing.

          (c) Notwithstanding that the Property shall be conveyed to Purchaser at Closing and that the Purchaser shall be irrevocably committed, as of Closing, to issue the OP Units in the amount described in Section 3(b) above, the Purchase Price shall be paid to the respective Beneficial Owners by issuance of the OP Units, on a rolling basis, if necessary, only upon Purchaser’s receipt from Seller, on behalf of that particular Beneficial Owner, of the following: (i) a counterpart signature page to the Partnership Agreement executed by such Beneficial Owner, (ii) an affidavit from such Beneficial Owner in the form attached hereto as Exhibit L-1, (iii) if such Beneficial Owner desires to enter into the Tax Protection Agreement, a counterpart signature page to the Tax Protection Agreement executed by such Beneficial Owner in the form attached hereto as Exhibit H, (iv) an IRS Form W-9, (v) a limited power of attorney in the form attached hereto as Exhibit N, and (vi) any other information or documents that may be required by Article IX of the Partnership Agreement, provided, however, that any distributions that otherwise would be payable to such Beneficial Owners during the period between the Closing and the delivery of such documents and information shall be held by the Purchaser for the benefit of such Beneficial Owners and be released to them simultaneously with

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the issuance of OP Units to such Beneficial Owners. In the event that any particular Beneficial Owner fails to deliver any of the foregoing documents within sixty (60) days following the Closing, such Beneficial Owner shall become an economic interest holder in Purchaser, as described in Section 9.01(c) of Purchaser’s Partnership Agreement, and the distributions held on the Beneficial Owner’s behalf shall be distributed to such Beneficial Owner (subject in all events to any applicable withholding taxes, including, but not limited to, FIRPTA withholding and federal income tax backup withholding). Additionally, Seller shall request from each Beneficial Owner (and Seller shall use diligent efforts to obtain from each Beneficial Owner and deliver to Purchaser) an executed certification as to such Beneficial Owner’s tax basis in its interest in the Seller in the form attached hereto as Exhibit G (which tax basis shall be as of the end of the tax year reflected in the final income tax returns most recently filed by such Beneficial Owner with the applicable taxing authorities). If any Beneficial Owner does not execute and deliver the certification of tax basis in the form attached hereto as Exhibit G within sixty (60) days following the Closing (but not later than the end of the calendar year of Closing), then such Beneficial Owner shall be assumed to have no income tax basis in their beneficial interest in Seller, and Purchaser will elect to use the “remedial method” of making Internal Revenue Code Section 704(c) allocations as provided in Treasury Regulations Section 1.704-3(d) with respect to the beneficial interest in Seller.

          (d) Subject to the terms and conditions of this Agreement, Seller shall assign to Purchaser and Purchaser shall assume from Seller, the Assumed Loan.

     4. TITLE

          (a) Within three (3) business days after the Effective Date, Purchaser shall order, at Purchaser’s expense, from Chicago Title Insurance Company (in such capacity, “Title Insurer”), whose address is 5501 LBJ Freeway, Suite 200, Dallas, Texas 75240, Attention:

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Debbie Moore, an owner’s title commitment on the Real Property and a commitment to endorse the existing mortgagee policy for the Assumed Loan from the title insurance company that issued such mortgagee policy (collectively, the “Commitment”), together with legible copies of all documents relating to the title exceptions referred to in the Commitment.

          (b) Within three (3) business days after the Effective Date, Purchaser shall order, at Purchaser’s own expense, an updated survey of the Real Property sufficient to enable Title Insurer to issue an ALTA owner’s policy of title insurance (the “Survey”), showing lot lines and monuments, building lines, easements both burdening and benefiting the Real Property, utilities, including water and sewer lines to the point of connection with the public system, the Improvements (including parking spaces), encroachments, if any, on the Real Property or over adjoining properties, and other matters located on or affecting the Real Property, together with a certificate as to whether the Real Property lies within a flood zone as determined by the U.S. Department of Housing and Urban Development. The Survey shall be certified as true and correct by the surveyor for the benefit of Purchaser, the Purchaser’s lender and Title Insurer.

          (c) If the Commitment or Survey discloses exceptions to title objectionable to Purchaser, in its sole discretion, as to the Property (except for the first mortgage lien encumbering the Property and securing the loan from Red Mortgage Capital, Inc. in the original principal sum of $17,700,000.00, of which $17,700,000.00 is outstanding as of the Effective Date, which loan shall be assumed by Purchaser at Closing (the “Assumed Loan”)) Purchaser shall deliver a copy of the Title Commitment and the Survey to Seller and shall so notify Seller within ten (10) business days following Purchaser’s receipt of the latest to be received of the Commitment and the Survey (the “Title Objection Date”), and Seller shall have ten (10) business days from the date of such notice to have each such unpermitted exceptions to title

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removed, or to have the Title Insurer commit to insure over such unpermitted exception, or to correct each such other matter. If within such ten (10) business day period, Seller fails to have each such unpermitted exception removed, insured over or corrected as aforesaid, Purchaser may elect within three (3) business days after such ten (10) business day period, as its sole and exclusive remedy in such event, to either (i) terminate this Agreement and immediately receive from Seller the Earnest Money Note, whereupon this Agreement shall be null and void and of no further force or effect (except for any obligations which expressly survive a termination of this Agreement), or (ii) elect to accept title to such Property subject to such objectionable exception (with a right to deduct from the Purchase Price any liens or encumbrances of a definite or ascertainable amount up to an aggregate of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) whereupon such exception(s) which had been objected to shall be deemed approved and shall constitute Permitted Encumbrances. If Purchaser fails to make either such election, Purchaser shall be deemed to have elected option (ii). Any matters disclosed by the Commitment or the Survey and not objected to by Purchaser on or before the Title Objection Date (other than those relating to the Assumed Loan) shall be deemed approved by Purchaser and shall constitute Permitted Encumbrances. If requested by Purchaser, Seller shall deliver to the Title Company an affidavit required by the Title Company for an amendment to the rights of parties in possession exception to “rights of apartment tenants in possession, as apartment tenants only, pursuant to written but unrecorded rental or lease agreements”.

     5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER

          Seller hereby represents, warrants and covenants to Purchaser that the following matters are true and correct as of the execution of this Agreement and will also be true and correct as of the Closing, and all references to “Seller’s actual knowledge” shall mean the actual knowledge of Christopher C. Finlay or Jeff Goldshine:

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          (a) Seller is a statutory trust duly formed and validly existing under the laws of the State of Delaware. This Agreement has been, and all the documents executed by Seller which are to be delivered to Purchaser at the Closing will be, duly authorized, executed and delivered by Seller and will be legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the right of contracting parties generally), will be sufficient to convey title (if they purport to do so) and will not violate any provisions of any material agreement to which Seller is a party or to which the Property or Seller is subject or bound. Subject to the satisfaction of Section 8(a)(i) below, no consent, waiver or approval by any third party is required in connection with the execution and delivery by Seller of this Agreement or the performance by Seller of the obligations to be performed by Seller under this Agreement.

          (b) Except as set forth on Exhibit M attached hereto, Seller has not received from any governmental authority written notice, and Seller has no actual knowledge (without any duty of inquiry or investigation) of any violation of any zoning, building, fire or health code or any other statute, ordinance, rule or regulation applicable to the Property, or any part thereof, that will not have been corrected prior to Closing nor, to Seller’s actual knowledge, has it received any written notice from any governmental authority regarding any change to the zoning classification or any proceedings to widen or realign any streets or highways adjacent to the Property or of any condemnation proceedings.

          (c) To Seller’s actual knowledge, (i) the operating statements, income and expense reports and all other contracts or documents required to be delivered to Purchaser pursuant to this Agreement are true, correct and complete copies; and (ii) all contracts or

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documents required to be delivered to Purchaser pursuant to this Agreement are in full force and effect, without material default by any party and without any right of set-off except as disclosed in writing at the time of such delivery.

          (d) There is no master lease of the Property to any affiliate of Seller, or if such master lease exists, Seller shall cause such master lease to be terminated at Closing without Purchaser paying any termination fee. The Rent Roll attached hereto as Exhibit B is true, correct and complete in all material respects as of the date set forth on the Rent Roll. As of the Closing, the Rent Roll delivered at the Closing will be true, correct and complete. The copies of the Leases delivered to Purchaser are true, correct and complete copies and, to Seller’s actual knowledge, are in full force and effect, without default by any party and without any right of setoff, except as expressly provided by the terms of such Leases or as disclosed on the Rent Roll attached hereto. The copies of the Leases and other agreements with the tenants under the Leases (the “Tenants”) delivered to Purchaser pursuant to this Agreement constitute the entire agreements with such Tenants relating to the Real Property, have not been materially amended, modified or supplemented, except for such amendments, modifications and supplements delivered to Purchaser, and there are no other leases or tenancy agreements affecting the Real Property.

          (e) Exhibit J attached hereto is a true and complete schedule of all of the Contracts (as hereinafter defined in Section 7), true, complete and correct copies of which have been delivered to Purchaser for Purchaser’s approval within ten (10) business days hereof. Exhibit J-1 attached hereto is a true and correct copy of the management agreement currently in effect with respect to the Property. To Seller’s actual knowledge, the Contracts are in full force and effect, without material default by any party and without any claims made for the right of

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setoff, except as expressly provided by the terms of such Contracts or as disclosed to Purchaser in writing at the time of such delivery. The Contracts constitute the entire agreements with such vendors relating to the Property, have not been materially amended, modified or supplemented, except for such amendments, modifications and supplements as have been delivered to Purchaser, and there are no other agreements with any third parties (excluding, however, the Leases and Permitted Encumbrances) affecting the Property which will survive the Closing.

          (f) At the Closing, there will be no outstanding contracts made by Seller for the construction or repair of any improvements to the Improvements which have not been fully paid for, and Seller shall cause to be discharged all mechanics’ or materialmen’s liens arising from any labor or materials furnished to the Improvements prior to the Closing.

          (g) Except as set forth in Exhibit K attached hereto, there are no pending or, to Seller’s actual knowledge (without any duty of inquiry or investigation), threatened legal proceedings or actions of any kind or character affecting the Property or Seller’s interest therein, including, without limitation, condemnation proceedings.

          (h) Seller has not received any actual written notice, and Seller has no actual knowledge (without any duty of inquiry or investigation) of any civil, criminal or administrative suit, claim, hearing, violation, investigation, proceeding or demand pending or threatened against Seller or the Property relating in any way to a Release or compliance with Environmental Laws. For purposes of this Agreement, the phrase “Environmental Laws” shall mean any federal, state or local law, statute, ordinance, order, decree, rule or regulation and any common laws regarding health, safety, radioactive materials, or the environment, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq. (“CERCLA”); the Resource Conservation and Recovery Act, 42

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U.S.C. § 6901, et seq. (“RCRA”); the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq. (“TSCA”), the Occupational, Safety and Health Act, 29 U.S.C. § 651, et seq. (“OSHA”), the Clean Air Act, 42 U.S.C. § 7401, et seq. (“CAA”), the Federal Water Pollution Control Act, 33 U.S.C. § 1251, et seq. (“FWPCA”), the Safe Drinking Water Act, 42 U.S.C. § 3001, et seq. (“SDWA”), the Hazardous Materials Transportation Act, 49 U.S.C. § 1802, et seq. (“HMTA”) and the Emergency Planning and Community Right to Know Act, 42 U.S.C. § 11001, et seq. (“EPCRA”), the Endangered Species Act of 1973, 16 U.S.C. § 1531 et seq. (“ESA”), the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq. (“FIFRA”) and other comparable federal, state or local laws, each as amended, and all rules, regulations and guidance documents promulgated pursuant thereto or published thereunder. The phrase “Hazardous Materials” shall mean each and every element, compound, chemical mixture, contaminant, pollutant, material, waste or other substance which is defined, determined or identified as hazardous or toxic under Environmental Laws or the Release of which is regulated under Environmental Laws. The term “Release” shall mean the discharge, disposal, deposit, injection, dumping, spilling, leaking, leaching, placing, presence, pumping, pouring, emitting, emptying, escaping, or other release of any Hazardous Material. For purposes of the representations and warranties set forth in this Section 5(h), “Hazardous Materials” shall not include consumer products, office supplies, pool chemicals and cleaning and maintenance supplies stored and used in the ordinary course of operation of the Property and in compliance with applicable Environmental Laws.

          (i) As of the Effective Date, the outstanding principal balance of the Assumed Loan is $17,700,000.00. All accrued interest has been paid to date. Seller has timely paid all amounts and performed all monetary obligations required of it by the loan documents pursuant to

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which the Assumed Loan was made (the “Assumed Loan Documents”). As of July 31, 2010, the amount of escrows or reserves held by Seller for maintenance and capital repairs to the Property is $283,897.00 and the amount held for such purposes by the Assumed Loan Lender (as hereinafter defined) is $302,800.00. Seller has received no written notice of any defaults under the Assumed Loan Documents, and to Seller’s actual knowledge (without any duty of inquiry or investigation), no defaults are pending under the Assumed Loan Documents and no facts or circumstances exist which, with the passage of time and/or the giving of notice, would constitute a material default under the Assumed Loan Documents. The Assumed Loan is a “qualified liability” within the meaning of Treasury Regulations section 1.707-5(a)(6) that was incurred more than two years prior to the Effective Date and has encumbered the Property throughout the two-year period prior to the Effective Date.

          (j) Seller is not a foreign limited partnership, person or other entity within the meaning of Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), and Seller will furnish to Purchaser, prior to the Closing, an affidavit in the form attached hereto as Exhibit L.

          (k) Seller represents and warrants to Purchaser that, as of the Closing, each of the warranties and representations set forth in this Section 5 shall be true, complete and correct in all material respects except for changes in the operation of the Property occurring prior to Closing which are specifically permitted by this Agreement, and that all management contracts pertaining to the Property shall be terminated (at no cost to Purchaser) at Closing unless otherwise directed in writing by Purchaser. In the event that, prior to Closing, Purchaser discovers a material breach of a representation or warranty contained in this Agreement and made by Seller, Purchaser may, as its sole and exclusive remedy, either (i) terminate this

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Agreement and receive back the Earnest Money Note, and in the event such material breach is also intentional, a reimbursement of Purchaser’s actual out-of-pocket costs and expenses incurred in connection the transaction contemplated by this Agreement (including, without limitation, reasonable attorneys’ fees) up to a maximum of Two Hundred Six Thousand Six Hundred Seventy and No/100 Dollars ($206,670.00) (the “Cap”), or (ii) waive such breach and proceed to Closing with no reduction in the Purchase Price.

     6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER

          (a) Purchaser is a limited partnership duly formed and validly existing under the laws of the Commonwealth of Virginia. Purchaser hereby represents and warrants to Seller that this Agreement has been, and all the documents to be delivered by Purchaser to Seller or any Beneficial Owners, as applicable, at the Closing (including, without limitation, all documents in connection with the assumption of the Assumed Loan and the issuance of the OP Units, to the extent executed by Purchaser) will be, duly authorized, executed and delivered by Purchaser, are, and in the case of the documents to be delivered will be, legal and binding obligations of Purchaser, are, and in the case of the documents to be delivered will be, enforceable in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally), and do not, and will not at the Closing, violate any provisions of any material agreement to which Purchaser is a party.

          (b) Purchaser is sophisticated and experienced in the acquisition, ownership and operation of multi-family housing projects similar to the Property, and has full knowledge of all applicable federal, state and local laws, rules, regulations and ordinances in connection therewith.

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          (c) No pending or, to the knowledge of Purchaser, threatened litigation exists which if determined adversely would restrain the consummation of the transactions contemplated by this Agreement or would declare illegal, invalid or non-binding any of Purchaser’s obligations or covenants to Seller hereunder.

          (d) The issuance of the OP Units has been duly authorized, and when the OP Units are issued to the applicable Beneficial Owners who have executed and delivered to Purchaser the documents required by Section 3(c) hereof, such newly issued OP Units will be validly issued by Purchaser and will be free and clear of liens and encumbrances (but shall be subject to the provisions of the Partnership Agreement). The Partnership Agreement attached hereto is a true and complete copy thereof. There are no pending or, to Purchaser’s actual knowledge (without any duty of inquiry or investigation), threatened legal proceedings or actions against the Purchaser which if adversely determined would have a material adverse effect on Purchaser’s finances or assets as a whole.

     7. SELLER’S DELIVERIES

          (a) Seller has delivered or made available on a secure data base (and if not previously delivered or made available in the data base, Seller will deliver to Purchaser no later than five (5) days following the request by Purchaser), the following documents and the documents listed on Exhibit A-1 (the “Due Diligence Documents”), to the extent in Seller’s possession or reasonable control, and Seller shall deliver any updates to the Due Diligence Documents, if any, as and when requested by Purchaser or Assumed Loan Lender:

          (i) A current rent roll pertaining to the Real Property (the “Rent Roll”) setting forth in respect of each Tenant unit: the name of the Tenant occupying such unit, the security deposit or other deposit paid by the Tenant and held by Seller, the term of the Lease for such unit, the commencement date for the term of the Lease for

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such space, the annual rent for each unit and the expiration date of the term of such Lease.

          (ii) A statement of insurance coverage and premiums by policy type and copies of insurance policies for the fire, extended coverage and public liability insurance maintained by or for the benefit of Seller (the “Existing Insurance Policies”), provided that Seller need not deliver such Policies to the extent coverage is provided by Seller’s blanket policies.

          (iii) A copy of all income and expense statements, year end financial and monthly operating statements for the Property (the “Operating Statements”) for the three (3) most recent full calendar years prior to the Closing and, to the extent available, the current year, and copies of operating budgets for the current fiscal year.

          (iv) A copy of “as built” plans and specifications of the Improvements (together with any other plans and specifications relating to the Real Property in the possession or control of Seller).

          (v) Copies of any inspection, soils, engineering, environmental or architectural notices, plans, diagrams, studies or reports in the possession or control of Seller which relate to the physical condition or operation of the Real Property or the Personal Property or recommended improvements thereto.

          (vi) A copy of the bill or bills issued for the most recent year for which bills have been issued for all real estate taxes (including assessed value) and personal property taxes, and a copy of any and all notices in the possession or control of Seller pertaining to real estate taxes or assessments applicable to the Real Property or the Personal Property (the “Tax Bills”).

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          (vii) A copy of all outstanding management, leasing, maintenance, repair, service, pest control and supply contracts (including, without limitation, janitorial, scavenger and landscaping agreements), equipment rental agreements, all contracts for repair or capital replacement to be performed at the Real Property, all contracts in Seller’s possession or control for repair or capital replacement covering work performed at the Real Property during the three (3) years immediately preceding the date hereof if the contract price was in excess of $10,000, and any other contracts relating to or affecting the Property (other than Leases) which will be binding upon the Property or Purchaser subsequent to the Closing, all as amended (collectively, the “Contracts”).

          (viii) A copy of all Leases and any other agreements which are in effect thereto with the Tenants of the Real Property, all as amended, together with any financial statements of such Tenants (to the extent such disclosure or financial statements are not restricted by any applicable confidential agreement and to the extent such financial statements are in the possession or control of Seller).

          (ix) Copies of all certificate(s) of occupancy, licenses, permits, authorizations and approvals in the possession or control of Seller which were obtained by Seller with respect to the Property, or any portion thereof, occupancy thereof or any present use thereof, including, without limitation, such permits as are necessary for the present operation of the Property with full use of all Improvements located thereon (the “Governmental Approvals”).

          (x) A copy of all guarantees and warranties relating to the Property in the possession or control of Seller and a copy of all of the Assumed Loan Documents.

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          (xi) Copies of pending insurance claims or litigation documents relating to the Property.

          (xii) Any other documents and information in the possession or control of Seller reasonably requested by Purchaser and used or useful in connection with Seller’s ownership or operation of the Property.

          (b) Purchaser and its agents or representatives shall have no right to enter upon the Property except with Seller’s prior approval, which shall not be unreasonably withheld. Any such entry shall be upon not less than forty-eight (48) hours’ prior notice (except as otherwise set forth herein), shall be during normal business hours and shall be for the sole purpose of examining or inspecting the Property, including for the purpose of allowing Assumed Loan Lender to examine or inspect the Property, and such rights shall include the right to conduct a Phase I Environmental Site Assessment (a “Phase I”); provided that (i) no such entry upon the Property shall interfere with the operations of Seller’s business on the Property or the rights of tenants, and (ii) Purchaser maintains (and upon Seller’s request shall furnish to Seller a certificate of insurance evidencing the same) insurance insuring Seller against loss by reasons of matters set forth in the following sentence. Purchaser hereby agrees to pay, protect, defend, indemnify and save Seller harmless against all liabilities, obligations, claims (including mechanic’s lien claims), damages, penalties, causes of action, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) imposed upon, incurred by or asserted against Seller involving either bodily injury or property damage in connection with or arising out of the entry by Purchaser or its agents or representatives upon the Property, either prior to or after execution and delivery of this Agreement and caused by Purchaser’s employees, agents or independent contractors and the actions of such persons on the Property. In

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the event any portion of the Property is or has been damaged or excavated by Purchaser, its employees, agents or independent contractors, Purchaser agrees to return the Property to its condition immediately prior to such damage or excavation. Any inspection of units shall be made during ordinary business hours upon forty-eight (48) hours’ prior written notice to Seller, subject to rights under the Leases. Notwithstanding anything contained in this Agreement to the contrary, Purchaser shall have no right to conduct a Phase II Environmental Site Assessment (a “Phase II”) unless (i) the results of Purchaser’s or its lender’s Phase I recommends such Phase II, and (ii) Seller consents to such Phase II, which consent shall not be unreasonably withheld. In the event that Seller fails to grant its consent to such Phase II, or in the event that the lender of the Assumed Loan (the “Assumed Loan Lender”) is not satisfied with the results of such lender’s inspections, examinations and investigations of the Property within the Lender’s Approval Period (as defined in Section 8(a)(i) below), then Purchaser may, as its sole remedy, terminate this Agreement, whereupon the Earnest Money Note shall be returned to Purchaser, and neither party shall have any rights or obligations under this Agreement except those that expressly survive a termination of this Agreement.

          (c) Notwithstanding any provision to the contrary herein, including, without limitation, any provision stating that this Agreement shall become null and void following a return or application of the Earnest Money Note or any portion thereof, Purchaser’s obligations under this Section 7 shall survive the expiration or termination of this Agreement, and shall survive Closing.

          (d) Purchaser hereby acknowledges and agrees that it has no rights of inspection or examination of the Property except as set forth herein, provided, however, that in no event shall any discoveries or findings made during such inspections or examinations entitle

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Purchaser to terminate this Agreement except as expressly set forth herein, it being the intent of the parties hereto that, except as expressly set forth herein, Purchaser has no due diligence period under this Agreement.

          (e) Purchaser shall give Seller written notice of those Contracts Purchaser desires Seller to terminate not less than forty-five (45) days prior to Closing, and Seller shall arrange to terminate those Contracts designated by Purchaser as of the Closing.

          (f) PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5 OR OTHERWISE IN THIS AGREEMENT, SELLER IS SELLING AND PURCHASER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT PURCHASER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical condition of the Property, including, but not limited to, the structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing, sewage and utility systems, facilities and appliances, (ii) the quality, nature, adequacy and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property, (vi) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants,

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conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence of Hazardous Materials on, under or about the Property or the adjoining or neighboring property, (viii) the quality of any labor and materials used in any improvements on the Real Property, (ix) the condition of title to the Property, (x) the Leases or Contracts and (xi) the economics of the operation of the Property.

          (g) Without limiting the above, except with respect to a breach by Seller of any of the representations and warranties contained in Section 5 hereof or Seller’s obligations hereunder, or Seller’s fraud, Purchaser on behalf of itself and its successors and assigns waives its right to recover from, and forever releases and discharges, Seller, Seller’s affiliates, Seller’s investment manager, the partners, trustees, shareholders, directors, officers, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns, from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the physical condition of the Property or any law or regulation applicable thereto, including, without limitation, the Environmental Laws.

          (h) The provisions of this Section 7 shall survive the Closing.

     8. CONDITIONS PRECEDENT TO CLOSING

          (a) The following shall be conditions precedent to Purchaser’s obligation to consummate the purchase and sale transaction contemplated herein (“Purchaser’s Conditions Precedent”):

          (i) Prior to the expiration of the period commencing on the Effective Date and continuing for ninety (90) days thereafter (as such initial 90-day period may be

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extended by Purchaser as provided below, the “Lender’s Approval Period”), Purchaser shall have obtained, on terms acceptable to Purchaser in its sole discretion, approval from the Assumed Loan Lender for the assumption of the Assumed Loan by Purchaser, the assignment of the Assumed Loan by Seller and the release of Seller or any guarantor of the Assumed Loan affiliated with Seller from their respective obligations under the Assumed Loan Documents from and after the Closing, and shall have delivered reasonably satisfactory written evidence of the same to Seller (the “Assumption Approval”). The “Assumption Approval” shall be deemed to include (1) the satisfactory completion by the Assumed Loan Lender of all diligence investigations, inspections and tests, and (2) the full negotiation and final approval of the Loan Assumption Documents (as defined below) by Purchaser, Seller and the Assumed Loan Lender. Purchaser shall have the one-time right to extend the initial 90-day Lender’s Approval Period for an additional period of up to ninety (90) days, provided that (A) Purchaser delivers written notice to Seller of its election to so extend the initial 90-day Lender’s Approval Period five (5) business days prior to the expiration of the initial 90-day Lender’s Approval Period (the “Extension Notice”), (B) simultaneously with Purchaser’s delivery of the Extension Notice, Purchaser shall deliver to Seller an additional Promissory Note in the form attached hereto as Exhibit E and in the face amount of one percent (1%) of the Purchase Price, or Two Hundred Six Thousand Six Hundred Seventy and No/100 Dollars ($206,670.00) (which, for purposes of this Agreement, shall be deemed to constitute and be a part of the “Earnest Money Note” and shall be held by Seller pursuant to the terms of Section 3 above), and (C) Assumed Loan Lender shall not have refused to grant the Assumption Approval at any time prior to Purchaser’s delivery of the Extension Notice.

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Seller agrees to cooperate with and to take all reasonable action to facilitate Purchaser’s receipt of the Assumption Approval, however, Purchaser shall be solely responsible to pay to Assumed Loan Lender any and all costs, fees and expenses required in connection with the Assumed Loan assignment, assumption and release (other than Seller’s legal fees to review the Loan Assumption Documents). Purchaser and Seller shall execute and deliver at Closing, a loan assumption agreement and any other documents required in connection with the assignment and assumption of the Assumed Loan and the release of Seller and any guarantor affiliated with Seller on the terms reflected in the Assumption Approval, in form and content reasonably satisfactory to Purchaser and Seller (the “Loan Assumption Documents”). In the event that Seller or Purchaser fails to execute and deliver the Loan Assumption Documents or the Assumed Loan Lender fails to approve the assignment, assumption and release as aforesaid, either Seller or Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the Earnest Money Note to Purchaser. Purchaser shall apply to Assumed Loan Lender for Assumption Approval within sixty (60) days after the Effective Date (the “Assumption Commencement”) and use good faith and diligent efforts to obtain such consent from the Assumed Loan Lender prior to the expiration of the Lender’s Approval Period; provided, however, so long as Purchaser complies with its obligations under this Section 8(a), in no event shall Purchaser have any liability for its failure to achieve such consent.

          (ii) Prior to the expiration of the Lender’s Approval Period, the OP Units to be issued to the Beneficial Owners pursuant to this Agreement, together with the

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OP Units to be issued by Purchaser to the beneficial interest holders of the seven other Delaware statutory trusts known as Mission Barton Creek, DST, Mission Battleground Park, DST, Mission Briley Parkway, DST, Mission Brentwood, DST, Mission Mayflower Downs, DST, Mission Preston Wood, DST, and Mission Tanglewood, DST (collectively, the “Other DSTs”) in accordance with the seven purchase and sale agreements of contemporaneous date herewith between Purchaser and the Other DSTs shall have been duly registered (collectively, the “Registrations”) pursuant to an effective registration statement with the U.S. Securities and Exchange Commission (“SEC”) and in each state or provincial jurisdiction where registration is required in accordance with all applicable federal, state and provincial laws, rules and regulations (each, a “Registration Statement” and collectively, the “Registration Statements”). Purchaser agrees to use good faith and diligent efforts to prepare and file the Registration Statements and to cause the Registration Statements to be declared effective in each jurisdiction where required, and shall commence the process of obtaining the Registrations within the Assumption Commencement. Seller agrees to provide Purchaser and its auditor with reasonable assistance and cooperation, at no cost or expense to Seller, in preparing the Registration Statements, including, without limitation, by providing Seller with access to any audited and unaudited financial statements previously prepared by Seller and its auditors, bank statements, general ledgers, accountant’s work papers, property records, and such other books and records as Purchaser may reasonably request, and by providing an assurance or representation letter on Purchaser’s auditor’s form and a response to the Audit Inquiry Letter (as defined below) from Seller’s counsel on such counsel’s standard form of response to an audit inquiry letter, all in order to prepare such

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Registration Statements (provided that in no event shall Seller or any affiliate of Seller have any liability to Purchaser or its auditor for the assurances or representations made therein). In the event that the Purchaser’s Condition Precedent contained in this Section 8(a)(ii) is not satisfied prior to the expiration of the Lender’s Approval Period, Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the Earnest Money Note to Purchaser. In the event that (a) the OP Units are duly registered pursuant to a Registration Statement that has been declared effective by the SEC and by each other jurisdiction where each of the Beneficial Owners reside, but the Registration Statement is not yet effective in certain other jurisdictions where each of the beneficial owners of the Other DSTs reside, and (b) Purchaser has received comments and feedback on the Registration Statements from each jurisdiction such that Purchaser reasonably determines that material changes will be required to the disclosure statement contained in the Registration Statement before it will become effective in those remaining jurisdictions in accordance with the laws, rules and regulations of each such jurisdiction, then Purchaser may elect to defer Closing on the Property under this Agreement until such time as the Registration Statements become effective in such other jurisdictions or the Purchaser believes no further material changes will be required to the disclosure statement contained in the Registration Statements. For the avoidance of doubt, Seller and Purchaser intend to proceed to Closing as soon as reasonably practicable, and Purchaser will only defer Closing to the extent it has a reasonable belief that material changes to the disclosure statement contained in the Registration Statements will be required. Purchaser

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will provide regular status updates to Seller with respect the effectiveness of the Registration Statements in each jurisdiction, and, to the extent Purchaser believes a material change to the disclosure statement contained in the Registration Statements will be required, Purchaser will share any correspondence received from any jurisdiction on the issue and will discuss the issue with Seller and explain the basis of Purchaser’s belief that such a material change will be required. Notwithstanding the foregoing, Seller understands and acknowledges that any determination regarding the materiality of any change in or issue relating to the Registration Statement shall be made by Purchaser.

          (iii) Immediately following the time that the Registration Statement filed with the SEC and each applicable state or other jurisdiction is declared effective, Seller shall have confirmed to Purchaser its acceptance of the Net Purchase Price in the form OP Units, which acceptance shall be in Seller’s sole discretion.

          (iv) Title shall have been approved by Purchaser under Section 4 with Title Insurer standing ready to issue an owner’s policy of title insurance (and an endorsement to the existing mortgagee’s title insurance policy in the form required by the Assumed Loan Lender) in the form customarily delivered in the State insuring Purchaser’s interest in the Real Property, dated the day of the Closing, with liability in the amount of the Purchase Price, subject only to the Permitted Encumbrances and the encumbrances related to the Assumed Loan, together with such endorsements as Purchaser reasonably may require and as are available in the State in which the Real Property is located (the “Title Policy”).

          (v) Seller shall have executed and delivered to Purchaser a certificate (the “Certificate”) in the form attached hereto as Exhibit M updating the representations

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and warranties of Seller through Closing, which Certificate Seller covenants to deliver unless material new matters or knowledge of a material defect arises, in which case Seller shall deliver a Certificate stating such matter. Purchaser may then (i) waive such matter and consummate the transaction contemplated hereby or (ii) terminate this Agreement, in which case neither party shall have any further obligations or liabilities hereunder and any documents shall be returned to the party depositing the same and the Earnest Money shall be returned to Purchaser.

          (vi) There shall be no Hazardous Materials at the Property that were not shown in the Phase I or Phase II (if applicable).

          In the event that any Purchaser’s Conditions Precedent is not satisfied, Purchaser shall give written notice thereof to the Seller, and unless Purchaser waives such Purchaser’s Conditions Precedent, this Agreement shall terminate and both Seller and Purchaser shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Section 7, and the Earnest Money Note shall be returned to Purchaser.

          (b) As a condition precedent to Seller’s obligations to consummate the purchase and sale transaction contemplated herein (“Seller’s Conditions Precedent”), (i) Purchaser shall have duly performed in all material respects each and every covenant and agreement to be performed by Purchaser pursuant to this Agreement, (ii) Purchaser’s representations, warranties and covenants shall be true and correct in all material respects as of the Closing Date, (iii) Assumed Loan Lender shall have granted the Assumption Approval pursuant to the terms of Section 8(a)(i) above, and (iv) Purchaser shall have obtained the Registrations pursuant to the terms of Section 8(a)(ii) above. In the event that any Seller’s

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Conditions Precedent are not satisfied, Seller shall give written notice thereof to the Purchaser, and unless Seller waives such Seller’s Conditions Precedent, this Agreement shall terminate and both Purchaser and Seller shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Section 7.

     9. ADDITIONAL COVENANTS OF SELLER

          Seller hereby covenants with Purchaser, as follows:

          (a) Seller shall not enter into any Contract with respect to the Property which will survive the Closing or will otherwise affect the use, operation or enjoyment of the Property after the Closing, unless Seller first shall have obtained Purchaser’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. If Purchaser has not notified Seller within five (5) business days of receipt of a request for approval of its decision, Purchaser shall be deemed to have approved the matter.

          (b) The Existing Insurance Policies, or equivalent coverage, shall remain continuously in force through the day of the Closing.

          (c) At all times prior to the Closing, Seller shall (i) operate and manage the Property in substantially the same manner it presently operates and manages the Property (provided, however, that Seller shall not be required to make any capital repairs to the Property or any component thereof) and Seller, shall not make any withdrawals from any capital reserve accounts in amounts in excess of $10,000.00 without providing written notice to Purchaser, (ii) maintain all material present services, (iii) maintain the Property in good repair and working order, reasonable wear and tear excepted, and (iv) perform when due all of Seller’s material obligations under the Leases, the instruments securing any mortgage lien on the Property, Contracts, Governmental Approvals and other agreements relating to the Property and otherwise in accordance with applicable laws, ordinances, rules and regulations affecting the Property.

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Prior to and as of the Closing, Seller shall cause all vacant units to be made rent-ready and available for occupancy based on standards and methods used by Seller prior to execution of this Agreement and shall cause all appliances in all vacant units to be clean and in working order (the “Appliance Standards”). Purchaser shall receive a credit of One Thousand and No/100 Dollars ($1,000.00) for each unit that became vacant on a date that is five (5) or more days prior to Closing and that is not rent-ready (as reasonably determined by Purchaser based on standards customary in the industry) and available for occupancy as of the day of Closing, provided that such $1,000.00 shall not include any costs to cause the appliances to meet the Appliance Standards. After full execution of this Agreement and until the Closing, Seller shall maintain all existing personnel on the Property in their current employment positions at their current rates of compensation. In the event of the Closing of the purchase of the Property, Purchaser shall not retain the existing employees and management agents of Seller for the Property, and, accordingly, on the Closing, Seller shall (i) cause all employment and management agreements respecting the Property to be terminated, and deliver evidence of such termination to Purchaser, and (iii) remove all employees and management personnel from the Property. Except for the obligation of Seller to use its reasonable efforts to fully enforce the material obligations of Tenants under the Leases, nothing contained in this Section 9(c) shall be deemed or construed as imposing any obligations of such Tenants onto Seller. Seller shall terminate, as of the day of the Closing, those of the Contracts designated in writing by Purchaser (no less than forty-five (45) days prior to Closing) which may by their terms be so terminated. None of the Personal Property shall be removed from the Real Property, unless replaced by Personal Property of equal or greater utility and value unless such Personal Property has no value or use at the Property.

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          (d) Seller shall pay or contest the same (with notice to Purchaser of any such contests) in full, prior to the Closing, all bills and invoices for labor, goods, utility charges, material and services of any kind relating to the Property.

          (e) Seller agrees to pay any brokerage or leasing fee or similar commission or other compensation with respect to the Leases, if any (“Leasing Commissions”), which is or will become due and payable prior to the Closing, except for lease renewals, or exercises of expansion options, entered into after the date of this Agreement which shall be Purchaser’s obligation if the Closing occurs. The amount of such fees or commissions due on an absolute basis prior to Closing will be credited against the Purchase Price payable by Purchaser at the Closing; provided, however, that all such fees or commissions or other compensation due or payable after the Closing on an absolute or contingent basis (including fees or commissions or other compensation with respect to renewals, but only to the extent disclosed on Exhibit I) shall become obligations of Purchaser after the Closing.

          (f) After the date hereof and prior to the Closing, (i) Seller shall not enter into any new leases with respect to the Property without Purchaser’s prior written consent unless such new leases are on Seller’s standard form residential lease, the rent and landlord concessions and incentives are consistent with Seller’s current practices, and the leases are otherwise entered into in the ordinary course of Seller’s business of leasing and operating the Property, (ii) except for leases described above, no part of the Property, or any interest therein, shall be alienated, liened, encumbered or otherwise transferred, and (iii) Seller shall make all payments of principal and interest required under any mortgages encumbering the Property due prior to the Closing.

          (g) Seller shall promptly notify Purchaser of any change in any condition with respect to the Real Property or of any event or circumstance which makes any representation or

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warranty of Seller to Purchaser under this Agreement materially untrue or misleading, or any covenant of Seller under this Agreement incapable or less likely of being performed.

          (h) Seller shall deliver to Purchaser on a monthly basis until Closing updated operating statements and Rent Rolls.

          (i) Seller shall not apply any tenant’s security deposit unless the tenant is out of its premises as of Closing.

          (j) Seller shall give Purchaser prompt notice of any fire or other casualty affecting the Property.

          (k) Seller shall give Purchaser prompt notice of any violation issued in writing and received by Seller by any governmental authorities with respect to the Property.

     10. SELLER’S CLOSING DOCUMENTS

          At the Closing, Seller shall deliver to Purchaser the following, in form and substance reasonably acceptable to Purchaser:

          (a) A special warranty deed executed by Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan.

          (b) A Bill of Sale, executed by Seller (the “Bill of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any.

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          (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable).

          (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing.

          (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals.

          (f) Any keys in the possession of Seller to all locks located in the Property.

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          (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction.

          (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto.

          (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct.

          (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

          (k) The Certificate.

          (l) A standard termite bond if Purchaser’s inspections reveal active infestation by wood destroying insects.

          (m) Executed counterparts of the Loan Assumption Documents.

          (n) The original Earnest Money Note.

          (o) Any other documents, instruments or agreements called for hereunder which have not previously been delivered and are reasonably necessary or required (A) by Title Insurer to issue the Title Policy or (B) by the Assumed Loan Lender or Purchaser in connection with the assumption of the Assumed Loan by Purchaser (including, the Loan Assumption Documents), the release of Seller or any guarantor that is affiliated with Seller from all obligations under the Assumed Loan from and after the Closing and the transfer from Seller to

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Purchaser of any and all escrow or reserve accounts related to the Property (whether held by Seller or the Assumed Loan Lender) and security deposits related to the Leases.

     11. PURCHASER’S CLOSING DOCUMENTS

          At the Closing, Purchaser shall deliver to Seller:

          (a) An executed counterpart of the Contract Assignment.

          (b) An executed counterpart of the Lease Assignment.

          (c) The Purchase Price, net of prorations, by issuance of the OP Units in accordance with the terms of Section 3(c) above.

          (d) Executed counterparts of the Loan Assumption Documents.

          (e) Reasonable proof of the authority of Purchaser’s signatories.

          (f) An executed counterpart of the Tax Protection Agreement in the form attached hereto as Exhibit H, for each Beneficial Owner that has also executed a Tax Protection Agreement.

          (g) The documents necessary to transfer the OP Units to each Beneficial Owner that has executed and delivered the documents required by Section 3(c).

          (h) Any other documents, instruments or agreements reasonably necessary to close the transaction as contemplated by this Agreement or by the Assumed Loan Lender or Seller in connection with the assignment of the Assumed Loan by Seller (including, the Loan Assumption Documents), the release of Seller or any guarantor that is affiliated with Seller from all obligations under the Assumed Loan from and after the Closing and the transfer from Seller to Purchaser of any and all escrow or reserve accounts related to the Property (whether held by Seller or the Assumed Loan Lender) and security deposits related to the Leases.

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     12. PRORATIONS AND ADJUSTMENTS

          The following shall be prorated and adjusted between Seller and Purchaser as of the day of the Closing, except as otherwise specified:

          (a) Collected Rents and other charges, other than for Tenants who owe Delinquent Rents (as hereinafter defined), shall be prorated by credit to Purchaser. Prepaid rents and other charges shall be credited to Purchaser. The rent and all other sums which are due and payable to Seller by any tenant but uncollected as of the Closing shall not be adjusted, but Purchaser shall cause the rent and other sums for the period prior to Closing to be remitted to Seller if, as, and when collected (but Purchaser shall not be required to take legal action for such amounts accruing prior to the Closing). At Closing, Seller shall deliver to Purchaser a schedule of all rent, charges and other amounts payable by tenants after the Closing with respect to which Seller is entitled to receive a share under this Agreement, and any amount due and owing to Seller before the Closing by tenants under the Leases which are unpaid on the date of Closing (such amounts are collectively referred to herein as the “Delinquent Amounts”). Rental and other payments received by Purchaser from tenants shall first be applied toward Purchaser’s actual out-of-pocket costs (including reasonable attorneys’ fees) of collection, and then toward the payment of current rent and other charges owed to Purchaser for periods after the Closing, and any excess monies received shall be applied toward the payment of Delinquent Amounts; provided, however, that any rent received by Purchaser from tenants who owe Delinquent Amounts during the month in which the Closing occurs shall first be applied to the payment of such tenants’ Delinquent Amounts, if any, with respect to the month in which the Closing occurs, and not toward the payment of rent and other charges for previous or subsequent months. Purchaser may not waive any Delinquent Amounts or modify a Lease so as to reduce amounts or charges owed under Leases for any period in which Seller is entitled to receive a share of charges

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or amounts, without first obtaining the written consent of Seller. If a Delinquent Amount due Seller is not paid by a tenant within the later of (x) sixty (60) days after Closing or (y) sixty (60) days after billing therefor, Seller shall have the right to attempt to effect collection by litigation or otherwise so long as Seller does not take any action which would affect such tenant’s right to occupy its leased premises or terminate its lease. With respect to Delinquent Amounts owed by tenants that are no longer tenants of the Property as of the date of Closing, Seller shall retain all rights relating thereto.

          (b) The amount of all security and other Tenant deposits and interest due thereon, if any, shall be transferred to Purchaser. Purchaser shall assume at Closing the obligation, if any, to pay security and other deposits to tenants under the Leases, to the extent that such deposits are transferred to Purchaser at Closing. Seller shall indemnify and hold Purchaser harmless for the amounts, if material, by which (i) the amount of security and other deposits (together with interest due thereon as may be required by law or by the Lease), required to be held under the terms of the Leases exceeds (ii) the amount actually transferred to Purchaser at Closing.

          (c) To the extent not covered by any tax escrows to be assigned to Purchaser at Closing pursuant to Section 12(g) below, accrued general real estate, personal property and ad valorem taxes and assessments for the current tax year shall be prorated on the basis of bills, if available prior to the Closing, which shall be re-prorated after Closing on the basis of actual bills received covering the period which includes the Closing Date.

          (d) Fuel, water and sewer service charges, and charges for gas, electricity, telephone and all other utility and fuel charges, as well as all deposits to utility companies, governmental entities or any other person shall be prorated ratably on the basis of the last

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ascertainable bills (and reprorated upon receipt of the actual bills or invoices) to the extent not paid directly by tenants under their respective Leases unless final meter readings and final invoices can be obtained. To the extent practicable, Seller shall cause meters for utilities to be read not more than one (1) day prior to the date of Closing.

          (e) Amounts due, commissions, up-front revenues and incentives, and prepayments under the Contracts to be assigned to Purchaser. All amounts for services rendered or materials furnished under the Contracts assumed by Purchaser and accruing after the Closing Date shall be the responsibility of Purchaser.

          (f) Assignable license and permit fees paid on an annual or other periodic basis.

          (g) All escrow and reserve accounts (including without limitation, all capital improvement reserves and taxes and insurance escrows) held by Assumed Loan Lender in connection with the Assumed Loan and those held by Seller, if any, shall be assigned to Purchaser but there will be no adjustment to the Purchase Price or proration thereof.

          (h) Such other items that are customarily prorated in transactions of this nature (including, without limitation, any utilities paid by Seller under the Leases) shall be prorated; provided, however, that any insurance premiums shall not be prorated, but rather Seller shall cancel the Existing Insurance Policies as of Closing (and seek a separate refund from its insurer of any unearned premiums) and thereafter Purchaser shall obtain its own property insurance in conformance with the Assumed Loan Documents.

          Purchaser shall be deemed to be the owner of the Property and, therefore, entitled to the income from the Property and responsible for the expenses of the Property for the entire day upon which the Closing occurs. All such prorations shall be made on the basis of the actual

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number of days of the month which shall have elapsed as of the day of the Closing. To the extent information necessary to make such prorations is not available at the Closing or is determined to be inaccurate or incomplete after Closing, the amount of such prorations shall be subject to adjustment in cash after the Closing as and when complete and accurate information becomes available. All prorations shall otherwise be final. Seller and Purchaser agree to cooperate and use their best efforts to make such adjustments no later than sixty (60) days after the Closing as to all items except tax prorations, subject to mutual agreement to extend such sixty (60) day period, and with respect to tax prorations, to the extent not covered by any tax escrows to be assigned to Purchaser at Closing pursuant to Section 12(g) above, the parties shall make such adjustments upon receipt of the actual tax bills covering the period in which the Closing Date occurs. Except as set forth in this Section 12, all items of income and expense for the period prior to the Closing Date will be for the account of Seller, and all items of income and expense for the period on and after the Closing Date will be for the account of Purchaser, all as determined by the accrual method of accounting. Bills received after the Closing Date which relate to expenses incurred, services performed or other amounts allocable to the period prior to the Closing Date shall be paid by Seller.

          (i) Amounts on deposit with utility companies shall be credited to Seller at Closing, and promptly following the Closing, Purchaser shall inform such utilities of such change in ownership of the Property. Seller shall, from and after the Closing, at Seller’s sole cost and expense, have control over any ongoing tax appeals as to the Property that were commenced prior to the Closing and that pertain solely to the periods that Seller owned the Property. Seller shall, as applicable, retain all proceeds or reductions obtained from such appeals

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or pay all additional taxes or delinquencies imposed for such periods. Seller shall keep Purchaser informed as to any such appeals.

     13. CLOSING

          The “Closing” of the transaction contemplated by this Agreement (that is, the payment of the Purchase Price by issuing or becoming irrevocably committed to issue, as applicable, the OP Units, the return to Purchaser of the Earnest Money Note, the transfer of title to the Property, and the satisfaction of all other terms and conditions of this Agreement) shall occur in escrow by each party delivering their respective documents and funds to the Title Insurer with closing instructions consistent with this Agreement, or if deemed to be necessary, at 10:00 a.m. local time at the offices of the Title Insurer (or at such other location as agreed upon by the parties) on the date that is five (5) business days after the satisfaction of all Purchaser’s Conditions Precedent and Seller’s Conditions Precedent. The “Closing Date” shall be the date of Closing. Within ninety (90) days following Closing, Purchaser shall re-name the Property so as to exclude any reference to “Mission” or any derivation thereof, as applicable, unless Grubb & Ellis Property Management TRS, LLC, a Delaware limited liability company and an affiliate of Purchaser, Mission Residential Management, LLC, a Virginia limited liability company, MR Holdings, LLC, a Virginia limited liability company, Forward Capital, LLC, a Delaware limited liability company, and Christopher C. Finlay, an individual resident of the Commonwealth of Virginia, all affiliates of Seller, shall have closed under that certain Asset Purchase Agreement dated as of the Effective Date. Purchaser may continue to use the name “Mission” or any derivation thereof with respect to the Property during such 90-day period, and if requested by Purchaser, Seller agrees to grant a license to Purchaser, at not cost to Purchaser, to use the name “Mission” or any derivation thereof with respect to the Property during such 90-day period.

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     14. CLOSING COSTS

          Purchaser shall pay the cost of the Title Policy and its lender’s title policy and/or endorsement, the Survey, all transfer and recordation taxes and fees, all of the Title Insurer’s closing fees (including those for a “New York Style” closing) and recording fees. Seller shall be responsible for all accrued taxes of Seller prior to Closing and income taxes and other such taxes of Seller attributable to the sale of the Property to Purchaser. Purchaser shall be solely responsible for all costs associated with assuming the Assumed Loan, including, without limitation, paying all assumption and review fees, costs and expenses, if any. Each party shall bear the expense of its own counsel. In addition, all costs of Purchaser’s due diligence activities incurred prior to the Effective Date, including any engineering, environmental reports and lease and expense audits, as well as the cost of any examinations or inspections pursuant to Section 7 above, shall be paid by Purchaser.

     15. LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION

          (a) In the event that prior to the Closing, the Improvements, or any part thereof, are destroyed or materially damaged (as defined in Section 15(e)), Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such damage or destruction, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Earnest Money Note shall be returned to Purchaser, or (ii) to accept the Improvements in their then condition and to proceed with the Closing with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction. If Purchaser elects to proceed under clause (ii) above,

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Seller shall not compromise, settle or adjust any claims to such proceeds without Purchaser’s prior written consent.

          (b) In the event that prior to the Closing there is any non-material damage to the Improvements, or any part thereof, Seller shall repair or replace such damage prior to the Closing. Notwithstanding the preceding sentence, in the event Seller is unwilling or unable to repair or replace such damage, Seller shall notify Purchaser of such fact (“Seller’s Notice”) and Purchaser thereafter shall have the right, exercisable by giving Seller notice within fifteen (15) business days after receiving Seller’s Notice either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Earnest Money Note shall be returned to Purchaser, or (ii) to accept the Improvements in their then condition with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to insurance proceeds payable by reason of such non-material damage. For purposes of contemplating any repairs or replacements under this Section 15(b), the Closing may be extended for a reasonable time to allow such repairs or replacements to be made by Seller.

          (c) In the event that prior to the Closing, all or any material portion (as defined in Section 15(e)) of the Land and Improvements are subject to a taking by public authority, Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such taking, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing

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the same and the Earnest Money Note shall be returned to Purchaser, or (ii) to accept the Land and Improvements in their then condition, without a reduction in the Purchase Price, and to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent.

          (d) In the event that prior to the Closing, any non-material portion of the Land or Improvements is subject to a taking, Purchaser shall accept the Property in its then condition and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to any award in connection with such taking. In the event of any such non-material taking, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent.

          (e) For the purpose of this Section 15, damage to the Improvements or a taking of a portion thereof shall be deemed to involve a material portion thereof if the reasonably estimated cost of restoration or repair of such damage or the amount of the condemnation award with respect of such taking shall exceed One Hundred Thousand and No/100 Dollars ($100,000.00), or if the number of parking spaces is reduced or if the entrances and entrance signs are relocated.

          (f) Seller agrees to give Purchaser prompt notice of any taking, damage or destruction of the Land or Improvements.

          (g) The provisions of this Section 15 shall survive the Closing.

     16. DEFAULT

          (a) Notwithstanding anything to the contrary contained in this Agreement, if after Seller materially breaches a representation or warranty of Seller hereunder or defaults under the terms of this Agreement, at Purchaser’s option, Purchaser may elect as its sole remedy (i) to

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terminate this Agreement, whereupon the Earnest Money Note shall be returned to Purchaser and neither party shall have any rights or obligations under this Agreement, except those that expressly survive a termination of this Agreement, and in the event such material breach is also intentional, Seller shall reimburse Purchaser for Purchaser’s actual out-of-pocket costs and expenses incurred in connection the transaction contemplated by this Agreement (including, without limitation, reasonable attorneys’ fees) up to the Cap, or (ii) Purchaser may sue Seller for specific performance of the sale of the Property in accordance with the terms of this Agreement.

          (b) Notwithstanding anything to the contrary contained in this Agreement, if Purchaser defaults under the terms of this Agreement, the Earnest Money Note shall become due and payable to Seller as liquidated damages, which shall be Seller’s sole and exclusive remedy at law or equity against Purchaser, and neither party shall have any rights or obligations under this Agreement except those that expressly survive a termination of this Agreement. Seller and Purchaser acknowledge and agree that (1) the Earnest Money Note is a reasonable estimate of and bears a reasonable relationship to the damages that would be suffered and costs incurred by Seller as a result of having withdrawn the Property from sale and the failure of Closing to occur due to a default of Purchaser under this Agreement; (2) the actual damages suffered and costs incurred by Seller as a result of such withdrawal and failure to close due to a default of Purchaser under this Agreement would be extremely difficult and impractical to determine; (3) Purchaser seeks to limit its liability under this Agreement to the amount of the Earnest Money Note in the event this Agreement is terminated and the transaction contemplated by this Agreement does not close due to a default of Purchaser under this Agreement; and (4) the Earnest Money Note shall be and constitute valid liquidated damages and not a penalty.

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     17. INTENTIONALLY OMITTED

     18. BROKERS

          (a) Purchaser hereby acknowledges that it is liable for, and agrees to pay at Closing, a brokerage commission to FBR Capital Markets & Co. (“FBR”) pursuant to the terms of that certain agreement entered into by FBR and an affiliate of Seller on January 29, 2010, as amended by that certain first amendment to engagement letter dated August 21, 2010. Seller represents and warrants to Purchaser that no other brokerage commissions, finder’s fees or other compensation is due or payable by reason of the actions of Seller with respect to the transaction contemplated hereby. Seller agrees to indemnify and hold Purchaser harmless from and against any losses, damages, costs and expenses (including attorneys’ fees) incurred by Purchaser by reason of any breach or inaccuracy of the representation and warranty contained in this Section 18(a).

          (b) Except as provided above, Purchaser represents and warrants to Seller that Purchaser has not entered into any agreement or incurred any obligation which might result in the obligation to pay any brokerage commission, finder’s fee or other compensation with respect to the transaction contemplated hereby. Purchaser agrees to indemnify and hold Seller harmless from and against any losses, damages, costs and expenses (including attorneys’ fees) incurred by Seller by reason of any breach or inaccuracy of the representation and warranty contained in this Section 18(b).

          (c) The provisions of this Section 18 shall survive the Closing.

     19. MISCELLANEOUS

          (a) Each individual and entity executing this Agreement hereby represents and warrants that he or it has the capacity set forth on the signature pages hereof with full power

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and authority to bind the party on whose behalf he or it is executing this Agreement to the terms hereof.

          (b) This Agreement is the entire Agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements between the parties with respect to the matters contained in this Agreement. Any waiver, modification, consent or acquiescence with respect to any provision of this Agreement shall be set forth in writing and duly executed by or in behalf of the party to be bound thereby. No waiver by any party of any breach hereunder shall be deemed a waiver of any other or subsequent breach.

          (c) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by other parties to this Agreement attached thereto.

          (d) Any communication, notice or demand of any kind whatsoever which either party may be required or may desire to give to or serve upon the other shall be in writing and delivered by personal service (including express or courier service), by overnight courier or by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

           Seller: Mission Capital Crossing, DST
10467 White Granite Drive, Suite 300
Oakton, Virginia 22124
Attn: Christopher Finlay

          Purchaser: Grubb & Ellis Apartment REIT Holdings, L.P.
1606 Santa Rosa Road, Suite 109
Richmond, Virginia 23229
Attn: Gus R. Remppies

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Any party may change its address for notice by written notice given to the other in the manner provided in this Section. Any such communication, notice or demand shall be deemed to have been duly given or served on the date personally served, if by personal service, or on the date shown on the return receipt or other evidence of delivery, if mailed or sent by overnight delivery.

          (e) The parties agree to execute such other instruments and to do such further acts as may be reasonably necessary to carry out the provisions of this Agreement.

          (f) The making, execution and delivery of this Agreement by the parties hereto has been induced by no representations, statements, warranties or agreements other than those expressly set forth herein.

          (g) Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law, but, if any provision of this Agreement shall be invalid or prohibited thereunder, such invalidity or prohibition shall be construed as if such invalid or prohibited provision had not been inserted herein and shall not affect the remainder of such provision or the remaining provisions of this Agreement.

          (h) The language in all parts of this Agreement shall be in all cases construed simply according to its fair meaning and not strictly for or against any of the parties hereto. Section headings of this Agreement are solely for convenience of reference and shall not govern the interpretation of any of the provisions of this Agreement.

          (i) This Agreement shall be governed by and construed in accordance with the laws of the State.

          (j) This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and to their respective transferees, successors, and assigns; provided, however, that neither this Agreement nor any of the rights or obligations of Seller hereunder shall be

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transferred or assigned by Seller without the prior written consent of Purchaser except in connection with like-kind exchanges under Section 1031 of the Internal Revenue Code, provided that no such assignment shall relieve Seller of its obligations hereunder. Purchaser shall have the right to assign all of its right, title and interest under this Agreement without the prior written consent of Seller (but with prior written notice to Seller) to a wholly-owned subsidiary of Purchaser, to an entity managed or controlled by Purchaser or to an affiliate of Purchaser, provided that no such assignments shall relieve Purchaser of its obligations hereunder.

          (k) All Exhibits attached hereto are incorporated herein by reference.

          (l) Notwithstanding anything to the contrary contained herein, this Agreement shall not be deemed or construed to make the parties hereto partners or joint venturers, or to render either party liable for any of the debts or obligations of the other, it being the intention of the parties to merely create the relationship of seller and purchaser with respect to the Property to be conveyed as contemplated hereby.

          (m) This Agreement shall not be recorded or filed in the public land or other public records of any jurisdiction by either party and any attempt to do so may be treated by the other party as a breach of this Agreement.

          (n) During the period from the date of execution of this Agreement until the Closing or this Agreement is terminated, Seller agrees not to market the Property for sale, accept any offer for purchase, offer the Property for joint venture, apply for any financing, divulge to any potential purchaser or joint venturer or lender any written material with respect to the Property nor divulge nor communicate in any way to any potential purchaser or joint venturer or lender with respect to the Property, any information with respect to the Property.

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          (o) Unless provided to the contrary in any particular provision, all time periods shall refer to calendar days and shall expire at 5:00 p.m. Eastern Time on the last of such days; provided, however, that if the time for the performance of any obligation expires on a day which is not a “business day” (which term shall mean a Saturday, Sunday and days on which banks in the state where the Property is located are closed), the time for performance shall be extended to the next business day.

          (p) Seller acknowledges that Purchaser is a subsidiary of Grubb & Ellis Apartment REIT, Inc. (“Parent”), a publicly registered company that is required to disclose the existence of this Agreement upon full execution and to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Period”) for the Property. To assist Parent in preparing the SEC Filings, Sellers agree to (a) deliver an audit inquiry letter regarding pending litigation and other matters in the form attached hereto as Exhibit S (the “Audit Inquiry Letter”) to Sellers’ counsel prior to Closing, and (b) provide Parent with the following within thirty (30) days after the Closing: (i) access to bank statements for the Audited Year and Stub Period, (ii) Rent Roll as of the end of the Audited Year and Stub Period, (iii) operating statements for the Audited Year and Stub Period (iv) access to the general ledger for the Audited Year and Stub Period, (v) cash receipts schedule for each month in the Audited Year and Stub Period, (vi) access to invoices for expenses and capital improvements in the Audited Year and Stub Period, (vii) accounts payable ledger and accrued expense reconciliations in the Audited Year and Stub Period, (viii) check register for the three (3) months following the Audited Year and Stub Period, (ix) copies of all insurance documentation for the Audited Year and Stub Period, (x) copies of accounts receivable aging as

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of the end of the Audited Year and Stub Period along with an explanation for all accounts over thirty (30) days past due as of the end of the Audited Year and Stub Period, (xi) an executed assurance or representation letter from Seller to Parent’s auditor on such auditor’s form (provided that in no event shall Seller have any liability to Purchaser, Parent or such auditor for the assurances or representations made therein, but Seller shall reasonably cooperate, at no cost or expense to Seller, in connection with such audit, including, if required by Parent’s auditor, answering a standard SAS 99 questionnaire from such auditor), and (xii) an executed letter from Seller’s counsel in response to the Audit Inquiry Letter on such counsel’s standard form of response to an audit inquiry letter. The provisions of the foregoing two (2) sentences shall survive the Closing for a period of 180 days.

          (q) In the event of a default by either party of its obligations under this Agreement, the prevailing party in any action or proceeding in any court in connection therewith (including any action for specific performance) shall be entitled to recover from such other party its costs and expenses, including reasonable legal fees and associated court costs.

          (r) Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the parties hereto, to any person or entity other than the parties hereto.

          (s) The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof.

     20. REPRESENTATIONS. WARRANTIES AND COVENANTS WITH RESPECT TO THE USA PATRIOT ACT.

          All capitalized words and phrases and all defined terms used in the USA Patriot Act of 2001, 107 Public Law 56 (October 26, 2001) (as amended, the “Patriot Act”) and in other statutes and all orders, rules and regulations of the United States government and its various

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executive departments, agencies and offices related to the subject matter of the Patriot Act, including, but not limited to, Executive Order 13224 effective September 24, 2001, are hereinafter collectively referred to as the “Patriot Rules” and are incorporated into this paragraph.

          (a) Purchaser hereby represents and warrants to Seller that each and every “person” or “entity” affiliated with the respective party or that has an economic interest in the respective party or that has or will have an interest in the transaction contemplated by this Agreement or will participate, in any manner whatsoever, in the purchase of the Property, are:

          (i) not a “blocked” person listed in the Annex to Executive Order Nos. 12947, 13099 and 13224;

          (ii) in full compliance with the requirements of the Patriot Rules and all other requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”);

          (iii) operated under policies, procedures and practices, if any, that are in compliance with the Patriot Rules and available to Seller for Seller’s review and inspection during normal business hours and upon reasonable prior notice;

          (iv) not in receipt of any notice from the Secretary of State or the Attorney General of the United States or any other department, agency or office of the United States claiming a violation or possible violation of the Patriot Rules;

          (v) not listed as a Specially Designated Terrorist or as a blocked person on any lists maintained by the OFAC pursuant to the Patriot Rules or any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and

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regulations of the OFAC issued pursuant to the Patriot Rules or on any other list of terrorists or terrorist organizations maintained pursuant to the Patriot Rules;

          (vi) not a person who has been determined by competent authority to be subject to any of the prohibitions contained in the Patriot Rules; and

          (vii) not owned or controlled by or now acting and or will in the future act for or on behalf of any person or entity named in the Annex or any other list promulgated under the Patriot Rules or any other person who has been determined to be subject to the prohibitions contained in the Patriot Rules.

          (b) Purchaser covenants and agrees that in the event it receives any notice that it or any of its beneficial owners or affiliates or participants become listed on the Annex or any other list promulgated under the Patriot Rules or indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, it shall immediately notify Seller and, in such event, this Agreement shall automatically be deemed terminated, in which event all Earnest Money shall be returned to Purchaser and the parties shall have no further rights or obligations under this Agreement, except for all other rights, liabilities or obligations that survive a termination of this Agreement.

[Remainder of Page Intentionally Blank]

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          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

SELLER:	MISSION CAPITAL CROSSING, DST, a Delaware statutory trust
	By:	Mission Trust Services, LLC
	Its:	Signatory Trustee
		By:	/s/ Christopher C. Finlay
		Name:	Christopher C. Finlay
		Title:	Manager
PURCHASER:	GRUBB & ELLIS APARTMENT REIT HOLDINGS, L.P., a Virginia limited partnership
	By:	Grubb & Ellis Apartment REIT, Inc.
	Its:	General Partner
		By:	/s/ Stanley J. Olander, Jr.
		Its:	Stanley J. Olander, Jr.
		Title:	Chief Executive Officer

S-1

EX-10.4

Exhibit 10.4

PURCHASE AND SALE AGREEMENT

by

and

between

MISSION BARTON CREEK, DST, a Delaware statutory trust,

“Seller”

and

GRUBB & ELLIS APARTMENT REIT HOLDINGS, L.P.,
a Virginia limited partnership

“Purchaser”

PURCHASE AND SALE AGREEMENT

INDEX

1. IDENTIFICATION OF PARTIES	1
2. DESCRIPTION OF THE PROPERTY	2
3. THE PURCHASE PRICE	3
4. TITLE	5
5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER	7
6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER	13
7. SELLER’S DELIVERIES	14
8. CONDITIONS PRECEDENT TO CLOSING	21
9. ADDITIONAL COVENANTS OF SELLER	27
10. SELLER’S CLOSING DOCUMENTS	30
11. PURCHASER’S CLOSING DOCUMENTS	33
12. PRORATIONS AND ADJUSTMENTS	34
13. CLOSING	38
14. CLOSING COSTS	39
15. LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION	39
16. DEFAULT	42
17. INTENTIONALLY OMITTED	43
18. BROKERS	43
19. MISCELLANEOUS	44
20. REPRESENTATIONS. WARRANTIES AND COVENANTS WITH RESPECT TO THE USA PATRIOT ACT	49

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EXHIBITS

EXHIBIT A	-	Legal Description of the Land
EXHIBIT A-1	-	Due Diligence Delivery Documents
EXHIBIT B	-	Rent Roll
EXHIBIT C	-	List of Personal Property
EXHIBIT D	-	List of Intangible Personal Property
EXHIBIT E	-	Form of Earnest Money Note
EXHIBIT F	-	Partnership Agreement
EXHIBIT G	-	Form of Beneficial Owner’s Tax Basis Certification
EXHIBIT H	-	Tax Protection Agreement
EXHIBIT I	-	Schedule of Commissions
EXHIBIT J	-	Schedule of Contracts
EXHIBIT J-1	-	Existing Management Agreement
EXHIBIT K	-	Schedule of Litigation and Disclosure Items
EXHIBIT L	-	Form of Seller’s Certification of Non-Foreign Status
EXHIBIT L-1	-	Form of Beneficial Owner’s Certification of Non-Foreign Status
EXHIBIT M	-	Form of Certificate Regarding Representations and Warranties
EXHIBIT N	-	Form of Limited Power of Attorney
EXHIBIT O	-	Form of Bill of Sale
EXHIBIT P	-	Form of Contract Assignment
EXHIBIT Q	-	Form of Lease Assignment
EXHIBIT R	-	Form of Notice to Tenants
EXHIBIT S	-	Form of Audit Inquiry Letter

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PURCHASE AND SALE AGREEMENT

     1. IDENTIFICATION OF PARTIES

          THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of ______________, 2010, between MISSION BARTON CREEK, DST, a Delaware statutory trust (“Seller”) and GRUBB & ELLIS APARTMENT REIT HOLDINGS, L.P., a Virginia limited partnership, or its permitted assigns (“Purchaser”).

R E C I T A L S

     A. Seller owns that certain real property located in the City of Austin in Travis County, Texas (the “State”), consisting of approximately 18.94 acres of land, commonly known as “Mission Barton Creek Apartments,” and more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the “Land”), together with the improvements located thereon, containing 298 apartment units, and all other improvements located thereon (the “Improvements”).

     B. Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, all of Seller’s right, title and interest in and to the Property (hereinafter defined) for the price and on the terms and conditions hereinafter set forth.

     C. The date Purchaser receives a fully executed original counterpart of this Agreement shall be the “Effective Date.”

     NOW, THEREFORE, in consideration of the foregoing, the covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

     2. DESCRIPTION OF THE PROPERTY

          Seller hereby agrees to sell and convey to Purchaser and Purchaser hereby agrees to purchase from Seller all of Seller’s right, title and interest in and to the following:

          (a) The Land, together with the Improvements;

          (b) All of Seller’s interest as lessor in all leases covering the Land and the Improvements (said leases, together with any and all amendments, modifications or supplements thereto, are hereinafter referred to collectively as the “Leases” and are identified in the Rent Roll (hereinafter defined) attached hereto as Exhibit B);

          (c) All rights, privileges, easements and appurtenances appertaining to the Land and the Improvements including, without limitation, all easements, rights-of-way and other appurtenances used, connected with or inuring to the beneficial use or enjoyment of the Land and the Improvements. The Land, the Improvements and all such rights, privileges, easements and appurtenances (including, without limitation, Seller’s interest as lessor under the Leases) are sometimes hereinafter collectively referred to as the “Real Property;”

          (d) All personal property, equipment, supplies and fixtures (collectively, the “Personal Property”) owned by Seller and used in the operation of the Real Property including, without limitation, all property described in Exhibit C attached hereto; and

          (e) All intangible property used in connection with the foregoing including, without limitation, all trademarks, trade names (including, without limitation, the exclusive right to use the name “Mission Barton Creek Apartments”), and the contract rights, licenses (to the extent transferable), permits (to the extent transferable) and warranties (to the extent transferable), more particularly described in Exhibit D attached hereto (the “Intangible Personal Property”). The Real Property, the Personal Property and the Intangible Personal Property are sometimes hereinafter collectively referred to as the “Property.”

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          (f) All of Seller’s right, title and interest in and to the Assumed Loan (as hereinafter defined).

     3. THE PURCHASE PRICE

          The purchase price for the Property is Twenty-Five Million Nine Hundred Twenty-Nine Thousand and No/100 Dollars ($25,929,000.00) (the “Purchase Price”) and shall be paid to Seller as follows:

          (a) Earnest Money.

          (i) Within three (3) business days after the Effective Date, Purchaser shall deliver to Seller a Promissory Note in the form attached hereto as Exhibit E and in face amount of one percent (1%) of the Purchase Price, or Two Hundred Fifty Nine Thousand Two Hundred Ninety and No/100 Dollars ($259,290.00), which is referred to in this Agreement as the “Earnest Money Note”. The Earnest Money Note shall be returned to Purchaser (A) in the event of failure to close this transaction by reason of a default by Seller or if Purchaser is expressly otherwise entitled to the return of the Earnest Money Note pursuant to the terms of this Agreement or (B) at Closing.

          (ii) If the transaction contemplated by this Agreement closes in accordance with the terms and conditions of this Agreement, at Closing (as hereinafter defined), the Earnest Money Note shall be returned to Purchaser and shall not be credited toward the Purchase Price.

          (b) Payment at Closing. At Closing, Purchaser shall pay to Seller the Purchase Price less the outstanding balance of the Assumed Loan and plus or minus the adjustments and prorations required by this Agreement (the “Net Purchase Price”). The Net Purchase Price shall be paid in the form of limited partner units (the “OP Units”) in Purchaser, which OP Units represent a limited partner interest in Purchaser with the rights and preferences

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as set forth in Purchaser’s Amended and Restated Agreement of Limited Partnership dated as of August 27, 2010, a copy of which is attached hereto as Exhibit F (the “Partnership Agreement”) and which OP Units shall be paid to the beneficial interest holders in Seller (the “Beneficial Owners”) as set forth herein. The total number of OP Units to be delivered by Purchaser to the Beneficial Owners shall be determined by dividing the Net Purchase Price by nine (9), and rounding up such number such that each Beneficial Owner shall receive a whole number of OP Units. Seller shall notify Purchaser and certify to Purchaser as true and correct the percentage ownership interest of each Beneficial Owner at or before Closing.

          (c) Notwithstanding that the Property shall be conveyed to Purchaser at Closing and that the Purchaser shall be irrevocably committed, as of Closing, to issue the OP Units in the amount described in Section 3(b) above, the Purchase Price shall be paid to the respective Beneficial Owners by issuance of the OP Units, on a rolling basis, if necessary, only upon Purchaser’s receipt from Seller, on behalf of that particular Beneficial Owner, of the following: (i) a counterpart signature page to the Partnership Agreement executed by such Beneficial Owner, (ii) an affidavit from such Beneficial Owner in the form attached hereto as Exhibit L-1, (iii) if such Beneficial Owner desires to enter into the Tax Protection Agreement, a counterpart signature page to the Tax Protection Agreement executed by such Beneficial Owner in the form attached hereto as Exhibit H, (iv) an IRS Form W-9, (v) a limited power of attorney in the form attached hereto as Exhibit N, and (vi) any other information or documents that may be required by Article IX of the Partnership Agreement, provided, however, that any distributions that otherwise would be payable to such Beneficial Owners during the period between the Closing and the delivery of such documents and information shall be held by the Purchaser for the benefit of such Beneficial Owners and be released to them simultaneously with

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the issuance of OP Units to such Beneficial Owners. In the event that any particular Beneficial Owner fails to deliver any of the foregoing documents within sixty (60) days following the Closing, such Beneficial Owner shall become an economic interest holder in Purchaser, as described in Section 9.01(c) of Purchaser’s Partnership Agreement, and the distributions held on the Beneficial Owner’s behalf shall be distributed to such Beneficial Owner (subject in all events to any applicable withholding taxes, including, but not limited to, FIRPTA withholding and federal income tax backup withholding). Additionally, Seller shall request from each Beneficial Owner (and Seller shall use diligent efforts to obtain from each Beneficial Owner and deliver to Purchaser) an executed certification as to such Beneficial Owner’s tax basis in its interest in the Seller in the form attached hereto as Exhibit G (which tax basis shall be as of the end of the tax year reflected in the final income tax returns most recently filed by such Beneficial Owner with the applicable taxing authorities). If any Beneficial Owner does not execute and deliver the certification of tax basis in the form attached hereto as Exhibit G within sixty (60) days following the Closing (but not later than the end of the calendar year of Closing), then such Beneficial Owner shall be assumed to have no income tax basis in their beneficial interest in Seller, and Purchaser will elect to use the “remedial method” of making Internal Revenue Code Section 704(c) allocations as provided in Treasury Regulations Section 1.704-3(d) with respect to the beneficial interest in Seller.

          (d) Subject to the terms and conditions of this Agreement, Seller shall assign to Purchaser and Purchaser shall assume from Seller, the Assumed Loan.

     4. TITLE

          (a) Within three (3) business days after the Effective Date, Purchaser shall order, at Purchaser’s expense, from Chicago Title Insurance Company (in such capacity, “Title Insurer”), whose address is 5501 LBJ Freeway, Suite 200, Dallas, Texas 75240, Attention:

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Debbie Moore, an owner’s title commitment on the Real Property and a commitment to endorse the existing mortgagee policy for the Assumed Loan from the title insurance company that issued such mortgagee policy (collectively, the “Commitment”), together with legible copies of all documents relating to the title exceptions referred to in the Commitment.

          (b) Within three (3) business days after the Effective Date, Purchaser shall order, at Purchaser’s own expense, an updated survey of the Real Property sufficient to enable Title Insurer to issue an ALTA owner’s policy of title insurance (the “Survey”), showing lot lines and monuments, building lines, easements both burdening and benefiting the Real Property, utilities, including water and sewer lines to the point of connection with the public system, the Improvements (including parking spaces), encroachments, if any, on the Real Property or over adjoining properties, and other matters located on or affecting the Real Property, together with a certificate as to whether the Real Property lies within a flood zone as determined by the U.S. Department of Housing and Urban Development. The Survey shall be certified as true and correct by the surveyor for the benefit of Purchaser, the Purchaser’s lender and Title Insurer.

          (c) If the Commitment or Survey discloses exceptions to title objectionable to Purchaser, in its sole discretion, as to the Property (except for the first mortgage lien encumbering the Property and securing the loan from Deutsche Bank Berkshire Mortgage, Inc., d/b/a DB Berkshire Mortgage, Inc. in the original principal sum of $21,200,000.00, of which $21,200,000.00 is outstanding as of the Effective Date, which loan shall be assumed by Purchaser at Closing (the “Assumed Loan”)) Purchaser shall deliver a copy of the Title Commitment and the Survey to Seller and shall so notify Seller within ten (10) business days following Purchaser’s receipt of the latest to be received of the Commitment and the Survey (the “Title Objection Date”), and Seller shall have ten (10) business days from the date of such

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notice to have each such unpermitted exceptions to title removed, or to have the Title Insurer commit to insure over such unpermitted exception, or to correct each such other matter. If within such ten (10) business day period, Seller fails to have each such unpermitted exception removed, insured over or corrected as aforesaid, Purchaser may elect within three (3) business days after such ten (10) business day period, as its sole and exclusive remedy in such event, to either (i) terminate this Agreement and immediately receive from Seller the Earnest Money Note, whereupon this Agreement shall be null and void and of no further force or effect (except for any obligations which expressly survive a termination of this Agreement), or (ii) elect to accept title to such Property subject to such objectionable exception (with a right to deduct from the Purchase Price any liens or encumbrances of a definite or ascertainable amount up to an aggregate of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) whereupon such exception(s) which had been objected to shall be deemed approved and shall constitute Permitted Encumbrances. If Purchaser fails to make either such election, Purchaser shall be deemed to have elected option (ii). Any matters disclosed by the Commitment or the Survey and not objected to by Purchaser on or before the Title Objection Date (other than those relating to the Assumed Loan) shall be deemed approved by Purchaser and shall constitute Permitted Encumbrances. If requested by Purchaser, Seller shall deliver to the Title Company an affidavit required by the Title Company for an amendment to the rights of parties in possession exception to “rights of apartment tenants in possession, as apartment tenants only, pursuant to written but unrecorded rental or lease agreements”.

     5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER

          Seller hereby represents, warrants and covenants to Purchaser that the following matters are true and correct as of the execution of this Agreement and will also be true and

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correct as of the Closing, and all references to “Seller’s actual knowledge” shall mean the actual knowledge of Christopher C. Finlay or Jeff Goldshine:

          (a) Seller is a statutory trust duly formed and validly existing under the laws of the State of Delaware. This Agreement has been, and all the documents executed by Seller which are to be delivered to Purchaser at the Closing will be, duly authorized, executed and delivered by Seller and will be legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the right of contracting parties generally), will be sufficient to convey title (if they purport to do so) and will not violate any provisions of any material agreement to which Seller is a party or to which the Property or Seller is subject or bound. Subject to the satisfaction of Section 8(a)(i) below, no consent, waiver or approval by any third party is required in connection with the execution and delivery by Seller of this Agreement or the performance by Seller of the obligations to be performed by Seller under this Agreement.

          (b) Except as set forth on Exhibit M attached hereto, Seller has not received from any governmental authority written notice, and Seller has no actual knowledge (without any duty of inquiry or investigation) of any violation of any zoning, building, fire or health code or any other statute, ordinance, rule or regulation applicable to the Property, or any part thereof, that will not have been corrected prior to Closing nor, to Seller’s actual knowledge, has it received any written notice from any governmental authority regarding any change to the zoning classification or any proceedings to widen or realign any streets or highways adjacent to the Property or of any condemnation proceedings.

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          (c) To Seller’s actual knowledge, (i) the operating statements, income and expense reports and all other contracts or documents required to be delivered to Purchaser pursuant to this Agreement are true, correct and complete copies; and (ii) all contracts or documents required to be delivered to Purchaser pursuant to this Agreement are in full force and effect, without material default by any party and without any right of set-off except as disclosed in writing at the time of such delivery.

          (d) There is no master lease of the Property to any affiliate of Seller, or if such master lease exists, Seller shall cause such master lease to be terminated at Closing without Purchaser paying any termination fee. The Rent Roll attached hereto as Exhibit B is true, correct and complete in all material respects as of the date set forth on the Rent Roll. As of the Closing, the Rent Roll delivered at the Closing will be true, correct and complete. The copies of the Leases delivered to Purchaser are true, correct and complete copies and, to Seller’s actual knowledge, are in full force and effect, without default by any party and without any right of setoff, except as expressly provided by the terms of such Leases or as disclosed on the Rent Roll attached hereto. The copies of the Leases and other agreements with the tenants under the Leases (the “Tenants”) delivered to Purchaser pursuant to this Agreement constitute the entire agreements with such Tenants relating to the Real Property, have not been materially amended, modified or supplemented, except for such amendments, modifications and supplements delivered to Purchaser, and there are no other leases or tenancy agreements affecting the Real Property.

          (e) Exhibit J attached hereto is a true and complete schedule of all of the Contracts (as hereinafter defined in Section 7), true, complete and correct copies of which have been delivered to Purchaser for Purchaser’s approval within ten (10) business days hereof.

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Exhibit J-1 attached hereto is a true and correct copy of the management agreement currently in effect with respect to the Property. To Seller’s actual knowledge, the Contracts are in full force and effect, without material default by any party and without any claims made for the right of setoff, except as expressly provided by the terms of such Contracts or as disclosed to Purchaser in writing at the time of such delivery. The Contracts constitute the entire agreements with such vendors relating to the Property, have not been materially amended, modified or supplemented, except for such amendments, modifications and supplements as have been delivered to Purchaser, and there are no other agreements with any third parties (excluding, however, the Leases and Permitted Encumbrances) affecting the Property which will survive the Closing.

          (f) At the Closing, there will be no outstanding contracts made by Seller for the construction or repair of any improvements to the Improvements which have not been fully paid for, and Seller shall cause to be discharged all mechanics’ or materialmen’s liens arising from any labor or materials furnished to the Improvements prior to the Closing.

          (g) Except as set forth in Exhibit K attached hereto, there are no pending or, to Seller’s actual knowledge (without any duty of inquiry or investigation), threatened legal proceedings or actions of any kind or character affecting the Property or Seller’s interest therein, including, without limitation, condemnation proceedings.

          (h) Seller has not received any actual written notice, and Seller has no actual knowledge (without any duty of inquiry or investigation) of any civil, criminal or administrative suit, claim, hearing, violation, investigation, proceeding or demand pending or threatened against Seller or the Property relating in any way to a Release or compliance with Environmental Laws. For purposes of this Agreement, the phrase “Environmental Laws” shall mean any federal, state or local law, statute, ordinance, order, decree, rule or regulation and any common laws regarding

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health, safety, radioactive materials, or the environment, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq. (“CERCLA”); the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq. (“RCRA”); the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq. (“TSCA”), the Occupational, Safety and Health Act, 29 U.S.C. § 651, et seq. (“OSHA”), the Clean Air Act, 42 U.S.C. § 7401, et seq. (“CAA”), the Federal Water Pollution Control Act, 33 U.S.C. § 1251, et seq. (“FWPCA”), the Safe Drinking Water Act, 42 U.S.C. § 3001, et seq. (“SDWA”), the Hazardous Materials Transportation Act, 49 U.S.C. § 1802, et seq. (“HMTA”) and the Emergency Planning and Community Right to Know Act, 42 U.S.C. § 11001, et seq. (“EPCRA”), the Endangered Species Act of 1973, 16 U.S.C. § 1531 et seq. (“ESA”), the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq. (“FIFRA”) and other comparable federal, state or local laws, each as amended, and all rules, regulations and guidance documents promulgated pursuant thereto or published thereunder. The phrase “Hazardous Materials” shall mean each and every element, compound, chemical mixture, contaminant, pollutant, material, waste or other substance which is defined, determined or identified as hazardous or toxic under Environmental Laws or the Release of which is regulated under Environmental Laws. The term “Release” shall mean the discharge, disposal, deposit, injection, dumping, spilling, leaking, leaching, placing, presence, pumping, pouring, emitting, emptying, escaping, or other release of any Hazardous Material. For purposes of the representations and warranties set forth in this Section 5(h), “Hazardous Materials” shall not include consumer products, office supplies, pool chemicals and cleaning and maintenance supplies stored and used in the ordinary course of operation of the Property and in compliance with applicable Environmental Laws.

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          (i) As of the Effective Date, the outstanding principal balance of the Assumed Loan is $21,200,000.00. All accrued interest has been paid to date. Seller has timely paid all amounts and performed all monetary obligations required of it by the loan documents pursuant to which the Assumed Loan was made (the “Assumed Loan Documents”). As of July 31, 2010, the amount of escrows or reserves held by Seller for maintenance and capital repairs to the Property is $757,098.00 and the amount held for such purposes by the Assumed Loan Lender (as hereinafter defined) is $202,090.00. Seller has received no written notice of any defaults under the Assumed Loan Documents, and to Seller’s actual knowledge (without any duty of inquiry or investigation), no defaults are pending under the Assumed Loan Documents and no facts or circumstances exist which, with the passage of time and/or the giving of notice, would constitute a material default under the Assumed Loan Documents. The Assumed Loan is a “qualified liability” within the meaning of Treasury Regulations section 1.707-5(a)(6) that was incurred more than two years prior to the Effective Date and has encumbered the Property throughout the two-year period prior to the Effective Date.

          (j) Seller is not a foreign limited partnership, person or other entity within the meaning of Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), and Seller will furnish to Purchaser, prior to the Closing, an affidavit in the form attached hereto as Exhibit L.

          (k) Seller represents and warrants to Purchaser that, as of the Closing, each of the warranties and representations set forth in this Section 5 shall be true, complete and correct in all material respects except for changes in the operation of the Property occurring prior to Closing which are specifically permitted by this Agreement, and that all management contracts pertaining to the Property shall be terminated (at no cost to Purchaser) at Closing unless

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otherwise directed in writing by Purchaser. In the event that, prior to Closing, Purchaser discovers a material breach of a representation or warranty contained in this Agreement and made by Seller, Purchaser may, as its sole and exclusive remedy, either (i) terminate this Agreement and receive back the Earnest Money Note, and in the event such material breach is also intentional, a reimbursement of Purchaser’s actual out-of-pocket costs and expenses incurred in connection the transaction contemplated by this Agreement (including, without limitation, reasonable attorneys’ fees) up to a maximum of Two Hundred Fifty Nine Thousand Two Hundred Ninety and No/100 Dollars ($259,290.00) (the “Cap”), or (ii) waive such breach and proceed to Closing with no reduction in the Purchase Price.

     6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER

          (a) Purchaser is a limited partnership duly formed and validly existing under the laws of the Commonwealth of Virginia. Purchaser hereby represents and warrants to Seller that this Agreement has been, and all the documents to be delivered by Purchaser to Seller or any Beneficial Owners, as applicable, at the Closing (including, without limitation, all documents in connection with the assumption of the Assumed Loan and the issuance of the OP Units, to the extent executed by Purchaser) will be, duly authorized, executed and delivered by Purchaser, are, and in the case of the documents to be delivered will be, legal and binding obligations of Purchaser, are, and in the case of the documents to be delivered will be, enforceable in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally), and do not, and will not at the Closing, violate any provisions of any material agreement to which Purchaser is a party.

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          (b) Purchaser is sophisticated and experienced in the acquisition, ownership and operation of multi-family housing projects similar to the Property, and has full knowledge of all applicable federal, state and local laws, rules, regulations and ordinances in connection therewith.

          (c) No pending or, to the knowledge of Purchaser, threatened litigation exists which if determined adversely would restrain the consummation of the transactions contemplated by this Agreement or would declare illegal, invalid or non-binding any of Purchaser’s obligations or covenants to Seller hereunder.

          (d) The issuance of the OP Units has been duly authorized, and when the OP Units are issued to the applicable Beneficial Owners who have executed and delivered to Purchaser the documents required by Section 3(c) hereof, such newly issued OP Units will be validly issued by Purchaser and will be free and clear of liens and encumbrances (but shall be subject to the provisions of the Partnership Agreement). The Partnership Agreement attached hereto is a true and complete copy thereof. There are no pending or, to Purchaser’s actual knowledge (without any duty of inquiry or investigation), threatened legal proceedings or actions against the Purchaser which if adversely determined would have a material adverse effect on Purchaser’s finances or assets as a whole.

     7. SELLER’S DELIVERIES

          (a) Seller has delivered or made available on a secure data base (and if not previously delivered or made available in the data base, Seller will deliver to Purchaser no later than five (5) days following the request by Purchaser), the following documents and the documents listed on Exhibit A-1 (the “Due Diligence Documents”), to the extent in Seller’s possession or reasonable control, and Seller shall deliver any updates to the Due Diligence Documents, if any, as and when requested by Purchaser or Assumed Loan Lender:

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          (i) A current rent roll pertaining to the Real Property (the “Rent Roll”) setting forth in respect of each Tenant unit: the name of the Tenant occupying such unit, the security deposit or other deposit paid by the Tenant and held by Seller, the term of the Lease for such unit, the commencement date for the term of the Lease for such space, the annual rent for each unit and the expiration date of the term of such Lease.

          (ii) A statement of insurance coverage and premiums by policy type and copies of insurance policies for the fire, extended coverage and public liability insurance maintained by or for the benefit of Seller (the “Existing Insurance Policies”), provided that Seller need not deliver such Policies to the extent coverage is provided by Seller’s blanket policies.

          (iii) A copy of all income and expense statements, year end financial and monthly operating statements for the Property (the “Operating Statements”) for the three (3) most recent full calendar years prior to the Closing and, to the extent available, the current year, and copies of operating budgets for the current fiscal year.

          (iv) A copy of “as built” plans and specifications of the Improvements (together with any other plans and specifications relating to the Real Property in the possession or control of Seller).

          (v) Copies of any inspection, soils, engineering, environmental or architectural notices, plans, diagrams, studies or reports in the possession or control of Seller which relate to the physical condition or operation of the Real Property or the Personal Property or recommended improvements thereto.

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          (vi) A copy of the bill or bills issued for the most recent year for which bills have been issued for all real estate taxes (including assessed value) and personal property taxes, and a copy of any and all notices in the possession or control of Seller pertaining to real estate taxes or assessments applicable to the Real Property or the Personal Property (the “Tax Bills”).

          (vii) A copy of all outstanding management, leasing, maintenance, repair, service, pest control and supply contracts (including, without limitation, janitorial, scavenger and landscaping agreements), equipment rental agreements, all contracts for repair or capital replacement to be performed at the Real Property, all contracts in Seller’s possession or control for repair or capital replacement covering work performed at the Real Property during the three (3) years immediately preceding the date hereof if the contract price was in excess of $10,000, and any other contracts relating to or affecting the Property (other than Leases) which will be binding upon the Property or Purchaser subsequent to the Closing, all as amended (collectively, the “Contracts”).

          (viii) A copy of all Leases and any other agreements which are in effect thereto with the Tenants of the Real Property, all as amended, together with any financial statements of such Tenants (to the extent such disclosure or financial statements are not restricted by any applicable confidential agreement and to the extent such financial statements are in the possession or control of Seller).

          (ix) Copies of all certificate(s) of occupancy, licenses, permits, authorizations and approvals in the possession or control of Seller which were obtained by Seller with respect to the Property, or any portion thereof, occupancy thereof or any present use thereof, including, without limitation, such permits as are necessary for the

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present operation of the Property with full use of all Improvements located thereon (the “Governmental Approvals”).

          (x) A copy of all guarantees and warranties relating to the Property in the possession or control of Seller and a copy of all of the Assumed Loan Documents.

          (xi) Copies of pending insurance claims or litigation documents relating to the Property.

          (xii) Any other documents and information in the possession or control of Seller reasonably requested by Purchaser and used or useful in connection with Seller’s ownership or operation of the Property.

          (b) Purchaser and its agents or representatives shall have no right to enter upon the Property except with Seller’s prior approval, which shall not be unreasonably withheld. Any such entry shall be upon not less than forty-eight (48) hours’ prior notice (except as otherwise set forth herein), shall be during normal business hours and shall be for the sole purpose of examining or inspecting the Property, including for the purpose of allowing Assumed Loan Lender to examine or inspect the Property, and such rights shall include the right to conduct a Phase I Environmental Site Assessment (a “Phase I”); provided that (i) no such entry upon the Property shall interfere with the operations of Seller’s business on the Property or the rights of tenants, and (ii) Purchaser maintains (and upon Seller’s request shall furnish to Seller a certificate of insurance evidencing the same) insurance insuring Seller against loss by reasons of matters set forth in the following sentence. Purchaser hereby agrees to pay, protect, defend, indemnify and save Seller harmless against all liabilities, obligations, claims (including mechanic’s lien claims), damages, penalties, causes of action, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) imposed upon, incurred

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by or asserted against Seller involving either bodily injury or property damage in connection with or arising out of the entry by Purchaser or its agents or representatives upon the Property, either prior to or after execution and delivery of this Agreement and caused by Purchaser’s employees, agents or independent contractors and the actions of such persons on the Property. In the event any portion of the Property is or has been damaged or excavated by Purchaser, its employees, agents or independent contractors, Purchaser agrees to return the Property to its condition immediately prior to such damage or excavation. Any inspection of units shall be made during ordinary business hours upon forty-eight (48) hours’ prior written notice to Seller, subject to rights under the Leases. Notwithstanding anything contained in this Agreement to the contrary, Purchaser shall have no right to conduct a Phase II Environmental Site Assessment (a “Phase II”) unless (i) the results of Purchaser’s or its lender’s Phase I recommends such Phase II, and (ii) Seller consents to such Phase II, which consent shall not be unreasonably withheld. In the event that Seller fails to grant its consent to such Phase II, or in the event that the lender of the Assumed Loan (the “Assumed Loan Lender”) is not satisfied with the results of such lender’s inspections, examinations and investigations of the Property within the Lender’s Approval Period (as defined in Section 8(a)(i) below), then Purchaser may, as its sole remedy, terminate this Agreement, whereupon the Earnest Money Note shall be returned to Purchaser, and neither party shall have any rights or obligations under this Agreement except those that expressly survive a termination of this Agreement.

          (c) Notwithstanding any provision to the contrary herein, including, without limitation, any provision stating that this Agreement shall become null and void following a return or application of the Earnest Money Note or any portion thereof, Purchaser’s obligations

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under this Section 7 shall survive the expiration or termination of this Agreement, and shall survive Closing.

          (d) Purchaser hereby acknowledges and agrees that it has no rights of inspection or examination of the Property except as set forth herein, provided, however, that in no event shall any discoveries or findings made during such inspections or examinations entitle Purchaser to terminate this Agreement except as expressly set forth herein, it being the intent of the parties hereto that, except as expressly set forth herein, Purchaser has no due diligence period under this Agreement.

          (e) Purchaser shall give Seller written notice of those Contracts Purchaser desires Seller to terminate not less than forty-five (45) days prior to Closing, and Seller shall arrange to terminate those Contracts designated by Purchaser as of the Closing.

          (f) PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5 OR OTHERWISE IN THIS AGREEMENT, SELLER IS SELLING AND PURCHASER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT PURCHASER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical condition of the Property, including, but not limited to, the structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing, sewage and utility systems, facilities and appliances, (ii) the quality, nature, adequacy and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical

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condition of utilities serving the Property, (iv) the development potential of the Property, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property, (vi) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence of Hazardous Materials on, under or about the Property or the adjoining or neighboring property, (viii) the quality of any labor and materials used in any improvements on the Real Property, (ix) the condition of title to the Property, (x) the Leases or Contracts and (xi) the economics of the operation of the Property.

          (g) Without limiting the above, except with respect to a breach by Seller of any of the representations and warranties contained in Section 5 hereof or Seller’s obligations hereunder, or Seller’s fraud, Purchaser on behalf of itself and its successors and assigns waives its right to recover from, and forever releases and discharges, Seller, Seller’s affiliates, Seller’s investment manager, the partners, trustees, shareholders, directors, officers, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns, from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the physical condition of the Property or any law or regulation applicable thereto, including, without limitation, the Environmental Laws.

          (h) The provisions of this Section 7 shall survive the Closing.

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     8. CONDITIONS PRECEDENT TO CLOSING

          (a) The following shall be conditions precedent to Purchaser’s obligation to consummate the purchase and sale transaction contemplated herein (“Purchaser’s Conditions Precedent”):

          (i) Prior to the expiration of the period commencing on the Effective Date and continuing for ninety (90) days thereafter (as such initial 90-day period may be extended by Purchaser as provided below, the “Lender’s Approval Period”), Purchaser shall have obtained, on terms acceptable to Purchaser in its sole discretion, approval from the Assumed Loan Lender for the assumption of the Assumed Loan by Purchaser, the assignment of the Assumed Loan by Seller and the release of Seller or any guarantor of the Assumed Loan affiliated with Seller from their respective obligations under the Assumed Loan Documents from and after the Closing, and shall have delivered reasonably satisfactory written evidence of the same to Seller (the “Assumption Approval”). The “Assumption Approval” shall be deemed to include (1) the satisfactory completion by the Assumed Loan Lender of all diligence investigations, inspections and tests, and (2) the full negotiation and final approval of the Loan Assumption Documents (as defined below) by Purchaser, Seller and the Assumed Loan Lender. Purchaser shall have the one-time right to extend the initial 90-day Lender’s Approval Period for an additional period of up to ninety (90) days, provided that (A) Purchaser delivers written notice to Seller of its election to so extend the initial 90-day Lender’s Approval Period five (5) business days prior to the expiration of the initial 90-day Lender’s Approval Period (the “Extension Notice”), (B) simultaneously with Purchaser’s delivery of the Extension Notice, Purchaser shall deliver to Seller an additional Promissory Note in the form attached hereto as Exhibit E and in the face amount of one percent (1%) of the

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Purchase Price, or Two Hundred Fifty Nine Thousand Two Hundred Ninety and No/100 Dollars ($259,290.00) (which, for purposes of this Agreement, shall be deemed to constitute and be a part of the “Earnest Money Note” and shall be held by Seller pursuant to the terms of Section 3 above), and (C) Assumed Loan Lender shall not have refused to grant the Assumption Approval at any time prior to Purchaser’s delivery of the Extension Notice. Seller agrees to cooperate with and to take all reasonable action to facilitate Purchaser’s receipt of the Assumption Approval, however, Purchaser shall be solely responsible to pay to Assumed Loan Lender any and all costs, fees and expenses required in connection with the Assumed Loan assignment, assumption and release (other than Seller’s legal fees to review the Loan Assumption Documents). Purchaser and Seller shall execute and deliver at Closing, a loan assumption agreement and any other documents required in connection with the assignment and assumption of the Assumed Loan and the release of Seller and any guarantor affiliated with Seller on the terms reflected in the Assumption Approval, in form and content reasonably satisfactory to Purchaser and Seller (the “Loan Assumption Documents”). In the event that Seller or Purchaser fails to execute and deliver the Loan Assumption Documents or the Assumed Loan Lender fails to approve the assignment, assumption and release as aforesaid, either Seller or Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the Earnest Money Note to Purchaser. Purchaser shall apply to Assumed Loan Lender for Assumption Approval within sixty (60) days after the Effective Date (the “Assumption Commencement”) and use good faith and diligent efforts to obtain such consent from

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the Assumed Loan Lender prior to the expiration of the Lender’s Approval Period; provided, however, so long as Purchaser complies with its obligations under this Section 8(a), in no event shall Purchaser have any liability for its failure to achieve such consent.

          (ii) Prior to the expiration of the Lender’s Approval Period, the OP Units to be issued to the Beneficial Owners pursuant to this Agreement, together with the OP Units to be issued by Purchaser to the beneficial interest holders of the seven other Delaware statutory trusts known as Mission Brentwood, DST, Mission Battleground Park, DST, Mission Briley Parkway, DST, Mission Capital Crossing, DST, Mission Mayflower Downs, DST, Mission Preston Wood, DST, and Mission Tanglewood, DST (collectively, the “Other DSTs”) in accordance with the seven purchase and sale agreements of contemporaneous date herewith between Purchaser and the Other DSTs shall have been duly registered (collectively, the “Registrations”) pursuant to an effective registration statement with the U.S. Securities and Exchange Commission (“SEC”) and in each state or provincial jurisdiction where registration is required in accordance with all applicable federal, state and provincial laws, rules and regulations (each, a “Registration Statement” and collectively, the “Registration Statements”). Purchaser agrees to use good faith and diligent efforts to prepare and file the Registration Statements and to cause the Registration Statements to be declared effective in each jurisdiction where required, and shall commence the process of obtaining the Registrations within the Assumption Commencement. Seller agrees to provide Purchaser and its auditor with reasonable assistance and cooperation, at no cost or expense to Seller, in preparing the Registration Statements, including, without limitation, by providing

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Seller with access to any audited and unaudited financial statements previously prepared by Seller and its auditors, bank statements, general ledgers, accountant’s work papers, property records, and such other books and records as Purchaser may reasonably request, and by providing an assurance or representation letter on Purchaser’s auditor’s form and a response to the Audit Inquiry Letter (as defined below) from Seller’s counsel on such counsel’s standard form of response to an audit inquiry letter, all in order to prepare such Registration Statements (provided that in no event shall Seller or any affiliate of Seller have any liability to Purchaser or its auditor for the assurances or representations made therein). In the event that the Purchaser’s Condition Precedent contained in this Section 8(a)(ii) is not satisfied prior to the expiration of the Lender’s Approval Period, Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the Earnest Money Note to Purchaser. In the event that (a) the OP Units are duly registered pursuant to a Registration Statement that has been declared effective by the SEC and by each other jurisdiction where each of the Beneficial Owners reside, but the Registration Statement is not yet effective in certain other jurisdictions where each of the beneficial owners of the Other DSTs reside, and (b) Purchaser has received comments and feedback on the Registration Statements from each jurisdiction such that Purchaser reasonably determines that material changes will be required to the disclosure statement contained in the Registration Statement before it will become effective in those remaining jurisdictions in accordance with the laws, rules and regulations of each such jurisdiction, then Purchaser may elect to defer Closing on the Property under this Agreement until such time as the

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Registration Statements become effective in such other jurisdictions or the Purchaser believes no further material changes will be required to the disclosure statement contained in the Registration Statements. For the avoidance of doubt, Seller and Purchaser intend to proceed to Closing as soon as reasonably practicable, and Purchaser will only defer Closing to the extent it has a reasonable belief that material changes to the disclosure statement contained in the Registration Statements will be required. Purchaser will provide regular status updates to Seller with respect the effectiveness of the Registration Statements in each jurisdiction, and, to the extent Purchaser believes a material change to the disclosure statement contained in the Registration Statements will be required, Purchaser will share any correspondence received from any jurisdiction on the issue and will discuss the issue with Seller and explain the basis of Purchaser’s belief that such a material change will be required. Notwithstanding the foregoing, Seller understands and acknowledges that any determination regarding the materiality of any change in or issue relating to the Registration Statement shall be made by Purchaser.

          (iii) Immediately following the time that the Registration Statement filed with the SEC and each applicable state or other jurisdiction is declared effective, Seller shall have confirmed to Purchaser its acceptance of the Net Purchase Price in the form OP Units, which acceptance shall be in Seller’s sole discretion.

          (iv) Title shall have been approved by Purchaser under Section 4 with Title Insurer standing ready to issue an owner’s policy of title insurance (and an endorsement to the existing mortgagee’s title insurance policy in the form required by the Assumed Loan Lender) in the form customarily delivered in the State insuring Purchaser’s interest in the Real Property, dated the day of the Closing, with liability in

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the amount of the Purchase Price, subject only to the Permitted Encumbrances and the encumbrances related to the Assumed Loan, together with such endorsements as Purchaser reasonably may require and as are available in the State in which the Real Property is located (the “Title Policy”).

          (v) Seller shall have executed and delivered to Purchaser a certificate (the “Certificate”) in the form attached hereto as Exhibit M updating the representations and warranties of Seller through Closing, which Certificate Seller covenants to deliver unless material new matters or knowledge of a material defect arises, in which case Seller shall deliver a Certificate stating such matter. Purchaser may then (i) waive such matter and consummate the transaction contemplated hereby or (ii) terminate this Agreement, in which case neither party shall have any further obligations or liabilities hereunder and any documents shall be returned to the party depositing the same and the Earnest Money shall be returned to Purchaser.

          (vi) There shall be no Hazardous Materials at the Property that were not shown in the Phase I or Phase II (if applicable).

          In the event that any Purchaser’s Conditions Precedent is not satisfied, Purchaser shall give written notice thereof to the Seller, and unless Purchaser waives such Purchaser’s Conditions Precedent, this Agreement shall terminate and both Seller and Purchaser shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Section 7, and the Earnest Money Note shall be returned to Purchaser.

          (b) As a condition precedent to Seller’s obligations to consummate the purchase and sale transaction contemplated herein (“Seller’s Conditions Precedent”),

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(i) Purchaser shall have duly performed in all material respects each and every covenant and agreement to be performed by Purchaser pursuant to this Agreement, (ii) Purchaser’s representations, warranties and covenants shall be true and correct in all material respects as of the Closing Date, (iii) Assumed Loan Lender shall have granted the Assumption Approval pursuant to the terms of Section 8(a)(i) above, and (iv) Purchaser shall have obtained the Registrations pursuant to the terms of Section 8(a)(ii) above. In the event that any Seller’s Conditions Precedent are not satisfied, Seller shall give written notice thereof to the Purchaser, and unless Seller waives such Seller’s Conditions Precedent, this Agreement shall terminate and both Purchaser and Seller shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Section 7.

     9. ADDITIONAL COVENANTS OF SELLER

          Seller hereby covenants with Purchaser, as follows:

          (a) Seller shall not enter into any Contract with respect to the Property which will survive the Closing or will otherwise affect the use, operation or enjoyment of the Property after the Closing, unless Seller first shall have obtained Purchaser’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. If Purchaser has not notified Seller within five (5) business days of receipt of a request for approval of its decision, Purchaser shall be deemed to have approved the matter.

          (b) The Existing Insurance Policies, or equivalent coverage, shall remain continuously in force through the day of the Closing.

          (c) At all times prior to the Closing, Seller shall (i) operate and manage the Property in substantially the same manner it presently operates and manages the Property (provided, however, that Seller shall not be required to make any capital repairs to the Property or any component thereof) and Seller, shall not make any withdrawals from any capital reserve

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accounts in amounts in excess of $10,000.00 without providing written notice to Purchaser, (ii) maintain all material present services, (iii) maintain the Property in good repair and working order, reasonable wear and tear excepted, and (iv) perform when due all of Seller’s material obligations under the Leases, the instruments securing any mortgage lien on the Property, Contracts, Governmental Approvals and other agreements relating to the Property and otherwise in accordance with applicable laws, ordinances, rules and regulations affecting the Property. Prior to and as of the Closing, Seller shall cause all vacant units to be made rent-ready and available for occupancy based on standards and methods used by Seller prior to execution of this Agreement and shall cause all appliances in all vacant units to be clean and in working order (the “Appliance Standards”). Purchaser shall receive a credit of One Thousand and No/100 Dollars ($1,000.00) for each unit that became vacant on a date that is five (5) or more days prior to Closing and that is not rent-ready (as reasonably determined by Purchaser based on standards customary in the industry) and available for occupancy as of the day of Closing, provided that such $1,000.00 shall not include any costs to cause the appliances to meet the Appliance Standards. After full execution of this Agreement and until the Closing, Seller shall maintain all existing personnel on the Property in their current employment positions at their current rates of compensation. In the event of the Closing of the purchase of the Property, Purchaser shall not retain the existing employees and management agents of Seller for the Property, and, accordingly, on the Closing, Seller shall (i) cause all employment and management agreements respecting the Property to be terminated, and deliver evidence of such termination to Purchaser, and (iii) remove all employees and management personnel from the Property. Except for the obligation of Seller to use its reasonable efforts to fully enforce the material obligations of Tenants under the Leases, nothing contained in this Section 9(c) shall be deemed or construed as

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imposing any obligations of such Tenants onto Seller. Seller shall terminate, as of the day of the Closing, those of the Contracts designated in writing by Purchaser (no less than forty-five (45) days prior to Closing) which may by their terms be so terminated. None of the Personal Property shall be removed from the Real Property, unless replaced by Personal Property of equal or greater utility and value unless such Personal Property has no value or use at the Property.

          (d) Seller shall pay or contest the same (with notice to Purchaser of any such contests) in full, prior to the Closing, all bills and invoices for labor, goods, utility charges, material and services of any kind relating to the Property.

          (e) Seller agrees to pay any brokerage or leasing fee or similar commission or other compensation with respect to the Leases, if any (“Leasing Commissions”), which is or will become due and payable prior to the Closing, except for lease renewals, or exercises of expansion options, entered into after the date of this Agreement which shall be Purchaser’s obligation if the Closing occurs. The amount of such fees or commissions due on an absolute basis prior to Closing will be credited against the Purchase Price payable by Purchaser at the Closing; provided, however, that all such fees or commissions or other compensation due or payable after the Closing on an absolute or contingent basis (including fees or commissions or other compensation with respect to renewals, but only to the extent disclosed on Exhibit I) shall become obligations of Purchaser after the Closing.

          (f) After the date hereof and prior to the Closing, (i) Seller shall not enter into any new leases with respect to the Property without Purchaser’s prior written consent unless such new leases are on Seller’s standard form residential lease, the rent and landlord concessions and incentives are consistent with Seller’s current practices, and the leases are otherwise entered into in the ordinary course of Seller’s business of leasing and operating the Property, (ii) except for

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leases described above, no part of the Property, or any interest therein, shall be alienated, liened, encumbered or otherwise transferred, and (iii) Seller shall make all payments of principal and interest required under any mortgages encumbering the Property due prior to the Closing.

          (g) Seller shall promptly notify Purchaser of any change in any condition with respect to the Real Property or of any event or circumstance which makes any representation or warranty of Seller to Purchaser under this Agreement materially untrue or misleading, or any covenant of Seller under this Agreement incapable or less likely of being performed.

          (h) Seller shall deliver to Purchaser on a monthly basis until Closing updated operating statements and Rent Rolls.

          (i) Seller shall not apply any tenant’s security deposit unless the tenant is out of its premises as of Closing.

          (j) Seller shall give Purchaser prompt notice of any fire or other casualty affecting the Property.

          (k) Seller shall give Purchaser prompt notice of any violation issued in writing and received by Seller by any governmental authorities with respect to the Property.

     10. SELLER’S CLOSING DOCUMENTS

          At the Closing, Seller shall deliver to Purchaser the following, in form and substance reasonably acceptable to Purchaser:

          (a) A special warranty deed executed by Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan.

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          (b) A Bill of Sale, executed by Seller (the “Bill of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any.

          (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable).

          (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing.

          (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of

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occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals.

          (f) Any keys in the possession of Seller to all locks located in the Property.

          (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction.

          (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto.

          (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct.

          (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

          (k) The Certificate.

          (l) A standard termite bond if Purchaser’s inspections reveal active infestation by wood destroying insects.

          (m) Executed counterparts of the Loan Assumption Documents.

          (n) The original Earnest Money Note.

          (o) Any other documents, instruments or agreements called for hereunder which have not previously been delivered and are reasonably necessary or required (A) by Title Insurer to issue the Title Policy or (B) by the Assumed Loan Lender or Purchaser in connection

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with the assumption of the Assumed Loan by Purchaser (including, the Loan Assumption Documents), the release of Seller or any guarantor that is affiliated with Seller from all obligations under the Assumed Loan from and after the Closing and the transfer from Seller to Purchaser of any and all escrow or reserve accounts related to the Property (whether held by Seller or the Assumed Loan Lender) and security deposits related to the Leases.

     11. PURCHASER’S CLOSING DOCUMENTS

          At the Closing, Purchaser shall deliver to Seller:

          (a) An executed counterpart of the Contract Assignment.

          (b) An executed counterpart of the Lease Assignment.

          (c) The Purchase Price, net of prorations, by issuance of the OP Units in accordance with the terms of Section 3(c) above.

          (d) Executed counterparts of the Loan Assumption Documents.

          (e) Reasonable proof of the authority of Purchaser’s signatories.

          (f) An executed counterpart of the Tax Protection Agreement in the form attached hereto as Exhibit H, for each Beneficial Owner that has also executed a Tax Protection Agreement.

          (g) The documents necessary to transfer the OP Units to each Beneficial Owner that has executed and delivered the documents required by Section 3(c).

          (h) Any other documents, instruments or agreements reasonably necessary to close the transaction as contemplated by this Agreement or by the Assumed Loan Lender or Seller in connection with the assignment of the Assumed Loan by Seller (including, the Loan Assumption Documents), the release of Seller or any guarantor that is affiliated with Seller from all obligations under the Assumed Loan from and after the Closing and the transfer from Seller

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to Purchaser of any and all escrow or reserve accounts related to the Property (whether held by Seller or the Assumed Loan Lender) and security deposits related to the Leases.

     12. PRORATIONS AND ADJUSTMENTS

          The following shall be prorated and adjusted between Seller and Purchaser as of the day of the Closing, except as otherwise specified:

          (a) Collected Rents and other charges, other than for Tenants who owe Delinquent Rents (as hereinafter defined), shall be prorated by credit to Purchaser. Prepaid rents and other charges shall be credited to Purchaser. The rent and all other sums which are due and payable to Seller by any tenant but uncollected as of the Closing shall not be adjusted, but Purchaser shall cause the rent and other sums for the period prior to Closing to be remitted to Seller if, as, and when collected (but Purchaser shall not be required to take legal action for such amounts accruing prior to the Closing). At Closing, Seller shall deliver to Purchaser a schedule of all rent, charges and other amounts payable by tenants after the Closing with respect to which Seller is entitled to receive a share under this Agreement, and any amount due and owing to Seller before the Closing by tenants under the Leases which are unpaid on the date of Closing (such amounts are collectively referred to herein as the “Delinquent Amounts”). Rental and other payments received by Purchaser from tenants shall first be applied toward Purchaser’s actual out-of-pocket costs (including reasonable attorneys’ fees) of collection, and then toward the payment of current rent and other charges owed to Purchaser for periods after the Closing, and any excess monies received shall be applied toward the payment of Delinquent Amounts; provided, however, that any rent received by Purchaser from tenants who owe Delinquent Amounts during the month in which the Closing occurs shall first be applied to the payment of such tenants’ Delinquent Amounts, if any, with respect to the month in which the Closing occurs, and not toward the payment of rent and other charges for previous or subsequent months.

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Purchaser may not waive any Delinquent Amounts or modify a Lease so as to reduce amounts or charges owed under Leases for any period in which Seller is entitled to receive a share of charges or amounts, without first obtaining the written consent of Seller. If a Delinquent Amount due Seller is not paid by a tenant within the later of (x) sixty (60) days after Closing or (y) sixty (60) days after billing therefor, Seller shall have the right to attempt to effect collection by litigation or otherwise so long as Seller does not take any action which would affect such tenant’s right to occupy its leased premises or terminate its lease. With respect to Delinquent Amounts owed by tenants that are no longer tenants of the Property as of the date of Closing, Seller shall retain all rights relating thereto.

          (b) The amount of all security and other Tenant deposits and interest due thereon, if any, shall be transferred to Purchaser. Purchaser shall assume at Closing the obligation, if any, to pay security and other deposits to tenants under the Leases, to the extent that such deposits are transferred to Purchaser at Closing. Seller shall indemnify and hold Purchaser harmless for the amounts, if material, by which (i) the amount of security and other deposits (together with interest due thereon as may be required by law or by the Lease), required to be held under the terms of the Leases exceeds (ii) the amount actually transferred to Purchaser at Closing.

          (c) To the extent not covered by any tax escrows to be assigned to Purchaser at Closing pursuant to Section 12(g) below, accrued general real estate, personal property and ad valorem taxes and assessments for the current tax year shall be prorated on the basis of bills, if available prior to the Closing, which shall be re-prorated after Closing on the basis of actual bills received covering the period which includes the Closing Date.

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          (d) Fuel, water and sewer service charges, and charges for gas, electricity, telephone and all other utility and fuel charges, as well as all deposits to utility companies, governmental entities or any other person shall be prorated ratably on the basis of the last ascertainable bills (and reprorated upon receipt of the actual bills or invoices) to the extent not paid directly by tenants under their respective Leases unless final meter readings and final invoices can be obtained. To the extent practicable, Seller shall cause meters for utilities to be read not more than one (1) day prior to the date of Closing.

          (e) Amounts due, commissions, up-front revenues and incentives, and prepayments under the Contracts to be assigned to Purchaser. All amounts for services rendered or materials furnished under the Contracts assumed by Purchaser and accruing after the Closing Date shall be the responsibility of Purchaser.

          (f) Assignable license and permit fees paid on an annual or other periodic basis.

          (g) All escrow and reserve accounts (including without limitation, all capital improvement reserves and taxes and insurance escrows) held by Assumed Loan Lender in connection with the Assumed Loan and those held by Seller, if any, shall be assigned to Purchaser but there will be no adjustment to the Purchase Price or proration thereof, other than a credit to Seller equal to the amount, not to exceed $757,098.00, which is held by Seller on the Closing Date in its capital improvement reserve for the Property and which is transferred to Purchaser as required herein.

          (h) Such other items that are customarily prorated in transactions of this nature (including, without limitation, any utilities paid by Seller under the Leases) shall be prorated; provided, however, that any insurance premiums shall not be prorated, but rather Seller

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shall cancel the Existing Insurance Policies as of Closing (and seek a separate refund from its insurer of any unearned premiums) and thereafter Purchaser shall obtain its own property insurance in conformance with the Assumed Loan Documents.

          Purchaser shall be deemed to be the owner of the Property and, therefore, entitled to the income from the Property and responsible for the expenses of the Property for the entire day upon which the Closing occurs. All such prorations shall be made on the basis of the actual number of days of the month which shall have elapsed as of the day of the Closing. To the extent information necessary to make such prorations is not available at the Closing or is determined to be inaccurate or incomplete after Closing, the amount of such prorations shall be subject to adjustment in cash after the Closing as and when complete and accurate information becomes available. All prorations shall otherwise be final. Seller and Purchaser agree to cooperate and use their best efforts to make such adjustments no later than sixty (60) days after the Closing as to all items except tax prorations, subject to mutual agreement to extend such sixty (60) day period, and with respect to tax prorations, to the extent not covered by any tax escrows to be assigned to Purchaser at Closing pursuant to Section 12(g) above, the parties shall make such adjustments upon receipt of the actual tax bills covering the period in which the Closing Date occurs. Except as set forth in this Section 12, all items of income and expense for the period prior to the Closing Date will be for the account of Seller, and all items of income and expense for the period on and after the Closing Date will be for the account of Purchaser, all as determined by the accrual method of accounting. Bills received after the Closing Date which relate to expenses incurred, services performed or other amounts allocable to the period prior to the Closing Date shall be paid by Seller.

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          (i) Amounts on deposit with utility companies shall be credited to Seller at Closing, and promptly following the Closing, Purchaser shall inform such utilities of such change in ownership of the Property. Seller shall, from and after the Closing, at Seller’s sole cost and expense, have control over any ongoing tax appeals as to the Property that were commenced prior to the Closing and that pertain solely to the periods that Seller owned the Property. Seller shall, as applicable, retain all proceeds or reductions obtained from such appeals or pay all additional taxes or delinquencies imposed for such periods. Seller shall keep Purchaser informed as to any such appeals.

     13. CLOSING

          The “Closing” of the transaction contemplated by this Agreement (that is, the payment of the Purchase Price by issuing or becoming irrevocably committed to issue, as applicable, the OP Units, the return to Purchaser of the Earnest Money Note, the transfer of title to the Property, and the satisfaction of all other terms and conditions of this Agreement) shall occur in escrow by each party delivering their respective documents and funds to the Title Insurer with closing instructions consistent with this Agreement, or if deemed to be necessary, at 10:00 a.m. local time at the offices of the Title Insurer (or at such other location as agreed upon by the parties) on the date that is five (5) business days after the satisfaction of all Purchaser’s Conditions Precedent and Seller’s Conditions Precedent. The “Closing Date” shall be the date of Closing. Within ninety (90) days following Closing, Purchaser shall re-name the Property so as to exclude any reference to “Mission” or any derivation thereof, as applicable, unless Grubb & Ellis Property Management TRS, LLC, a Delaware limited liability company and an affiliate of Purchaser, Mission Residential Management, LLC, a Virginia limited liability company, MR Holdings, LLC, a Virginia limited liability company, Forward Capital, LLC, a Delaware limited liability company, and Christopher C. Finlay, an individual resident of the Commonwealth of

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Virginia, all affiliates of Seller, shall have closed under that certain Asset Purchase Agreement dated as of the Effective Date. Purchaser may continue to use the name “Mission” or any derivation thereof with respect to the Property during such 90-day period, and if requested by Purchaser, Seller agrees to grant a license to Purchaser, at not cost to Purchaser, to use the name “Mission” or any derivation thereof with respect to the Property during such 90-day period.

     14. CLOSING COSTS

          Purchaser shall pay the cost of the Title Policy and its lender’s title policy and/or endorsement, the Survey, all transfer and recordation taxes and fees, all of the Title Insurer’s closing fees (including those for a “New York Style” closing) and recording fees. Seller shall be responsible for all accrued taxes of Seller prior to Closing and income taxes and other such taxes of Seller attributable to the sale of the Property to Purchaser. Purchaser shall be solely responsible for all costs associated with assuming the Assumed Loan, including, without limitation, paying all assumption and review fees, costs and expenses, if any. Each party shall bear the expense of its own counsel. In addition, all costs of Purchaser’s due diligence activities incurred prior to the Effective Date, including any engineering, environmental reports and lease and expense audits, as well as the cost of any examinations or inspections pursuant to Section 7 above, shall be paid by Purchaser.

     15. LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION

          (a) In the event that prior to the Closing, the Improvements, or any part thereof, are destroyed or materially damaged (as defined in Section 15(e)), Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such damage or destruction, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing

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the same and the Earnest Money Note shall be returned to Purchaser, or (ii) to accept the Improvements in their then condition and to proceed with the Closing with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such proceeds without Purchaser’s prior written consent.

          (b) In the event that prior to the Closing there is any non-material damage to the Improvements, or any part thereof, Seller shall repair or replace such damage prior to the Closing. Notwithstanding the preceding sentence, in the event Seller is unwilling or unable to repair or replace such damage, Seller shall notify Purchaser of such fact (“Seller’s Notice”) and Purchaser thereafter shall have the right, exercisable by giving Seller notice within fifteen (15) business days after receiving Seller’s Notice either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Earnest Money Note shall be returned to Purchaser, or (ii) to accept the Improvements in their then condition with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to insurance proceeds payable by reason of such non-material damage. For purposes of contemplating any repairs or replacements under this Section 15(b), the Closing may be extended for a reasonable time to allow such repairs or replacements to be made by Seller.

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          (c) In the event that prior to the Closing, all or any material portion (as defined in Section 15(e)) of the Land and Improvements are subject to a taking by public authority, Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such taking, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Earnest Money Note shall be returned to Purchaser, or (ii) to accept the Land and Improvements in their then condition, without a reduction in the Purchase Price, and to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent.

          (d) In the event that prior to the Closing, any non-material portion of the Land or Improvements is subject to a taking, Purchaser shall accept the Property in its then condition and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to any award in connection with such taking. In the event of any such non-material taking, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent.

          (e) For the purpose of this Section 15, damage to the Improvements or a taking of a portion thereof shall be deemed to involve a material portion thereof if the reasonably estimated cost of restoration or repair of such damage or the amount of the condemnation award with respect of such taking shall exceed One Hundred Thousand and No/100 Dollars ($100,000.00), or if the number of parking spaces is reduced or if the entrances and entrance signs are relocated.

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          (f) Seller agrees to give Purchaser prompt notice of any taking, damage or destruction of the Land or Improvements.

          (g) The provisions of this Section 15 shall survive the Closing.

     16. DEFAULT

          (a) Notwithstanding anything to the contrary contained in this Agreement, if after Seller materially breaches a representation or warranty of Seller hereunder or defaults under the terms of this Agreement, at Purchaser’s option, Purchaser may elect as its sole remedy (i) to terminate this Agreement, whereupon the Earnest Money Note shall be returned to Purchaser and neither party shall have any rights or obligations under this Agreement, except those that expressly survive a termination of this Agreement, and in the event such material breach is also intentional, Seller shall reimburse Purchaser for Purchaser’s actual out-of-pocket costs and expenses incurred in connection the transaction contemplated by this Agreement (including, without limitation, reasonable attorneys’ fees) up to the Cap, or (ii) Purchaser may sue Seller for specific performance of the sale of the Property in accordance with the terms of this Agreement.

          (b) Notwithstanding anything to the contrary contained in this Agreement, if Purchaser defaults under the terms of this Agreement, the Earnest Money Note shall become due and payable to Seller as liquidated damages, which shall be Seller’s sole and exclusive remedy at law or equity against Purchaser, and neither party shall have any rights or obligations under this Agreement except those that expressly survive a termination of this Agreement. Seller and Purchaser acknowledge and agree that (1) the Earnest Money Note is a reasonable estimate of and bears a reasonable relationship to the damages that would be suffered and costs incurred by Seller as a result of having withdrawn the Property from sale and the failure of Closing to occur due to a default of Purchaser under this Agreement; (2) the actual damages suffered and costs incurred by Seller as a result of such withdrawal and failure to close due to a default of Purchaser

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under this Agreement would be extremely difficult and impractical to determine; (3) Purchaser seeks to limit its liability under this Agreement to the amount of the Earnest Money Note in the event this Agreement is terminated and the transaction contemplated by this Agreement does not close due to a default of Purchaser under this Agreement; and (4) the Earnest Money Note shall be and constitute valid liquidated damages and not a penalty.

     17. INTENTIONALLY OMITTED

     18. BROKERS

          (a) Purchaser hereby acknowledges that it is liable for, and agrees to pay at Closing, a brokerage commission to FBR Capital Markets & Co. (“FBR”) pursuant to the terms of that certain agreement entered into by FBR and an affiliate of Seller on January 29, 2010, as amended by that certain first amendment to engagement letter dated August 21, 2010. Seller represents and warrants to Purchaser that no other brokerage commissions, finder’s fees or other compensation is due or payable by reason of the actions of Seller with respect to the transaction contemplated hereby. Seller agrees to indemnify and hold Purchaser harmless from and against any losses, damages, costs and expenses (including attorneys’ fees) incurred by Purchaser by reason of any breach or inaccuracy of the representation and warranty contained in this Section 18(a).

          (b) Except as provided above, Purchaser represents and warrants to Seller that Purchaser has not entered into any agreement or incurred any obligation which might result in the obligation to pay any brokerage commission, finder’s fee or other compensation with respect to the transaction contemplated hereby. Purchaser agrees to indemnify and hold Seller harmless from and against any losses, damages, costs and expenses (including attorneys’ fees) incurred by Seller by reason of any breach or inaccuracy of the representation and warranty contained in this Section 18(b).

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          (c) The provisions of this Section 18 shall survive the Closing.

     19. MISCELLANEOUS

          (a) Each individual and entity executing this Agreement hereby represents and warrants that he or it has the capacity set forth on the signature pages hereof with full power and authority to bind the party on whose behalf he or it is executing this Agreement to the terms hereof.

          (b) This Agreement is the entire Agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements between the parties with respect to the matters contained in this Agreement. Any waiver, modification, consent or acquiescence with respect to any provision of this Agreement shall be set forth in writing and duly executed by or in behalf of the party to be bound thereby. No waiver by any party of any breach hereunder shall be deemed a waiver of any other or subsequent breach.

          (c) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by other parties to this Agreement attached thereto.

          (d) Any communication, notice or demand of any kind whatsoever which either party may be required or may desire to give to or serve upon the other shall be in writing and delivered by personal service (including express or courier service), by overnight courier or by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

Seller:	Mission Barton Creek, DST 10467 White Granite Drive, Suite 300 Oakton, Virginia 22124
	Attn: Christopher Finlay

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Purchaser: Grubb & Ellis Apartment REIT Holdings, L.P.
1606 Santa Rosa Road, Suite 109
Richmond, Virginia 23229
Attn: Gus R. Remppies

Any party may change its address for notice by written notice given to the other in the manner provided in this Section. Any such communication, notice or demand shall be deemed to have been duly given or served on the date personally served, if by personal service, or on the date shown on the return receipt or other evidence of delivery, if mailed or sent by overnight delivery.

          (e) The parties agree to execute such other instruments and to do such further acts as may be reasonably necessary to carry out the provisions of this Agreement.

          (f) The making, execution and delivery of this Agreement by the parties hereto has been induced by no representations, statements, warranties or agreements other than those expressly set forth herein.

          (g) Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law, but, if any provision of this Agreement shall be invalid or prohibited thereunder, such invalidity or prohibition shall be construed as if such invalid or prohibited provision had not been inserted herein and shall not affect the remainder of such provision or the remaining provisions of this Agreement.

          (h) The language in all parts of this Agreement shall be in all cases construed simply according to its fair meaning and not strictly for or against any of the parties hereto. Section headings of this Agreement are solely for convenience of reference and shall not govern the interpretation of any of the provisions of this Agreement.

          (i) This Agreement shall be governed by and construed in accordance with the laws of the State.

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          (j) This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and to their respective transferees, successors, and assigns; provided, however, that neither this Agreement nor any of the rights or obligations of Seller hereunder shall be transferred or assigned by Seller without the prior written consent of Purchaser except in connection with like-kind exchanges under Section 1031 of the Internal Revenue Code, provided that no such assignment shall relieve Seller of its obligations hereunder. Purchaser shall have the right to assign all of its right, title and interest under this Agreement without the prior written consent of Seller (but with prior written notice to Seller) to a wholly-owned subsidiary of Purchaser, to an entity managed or controlled by Purchaser or to an affiliate of Purchaser, provided that no such assignments shall relieve Purchaser of its obligations hereunder.

          (k) All Exhibits attached hereto are incorporated herein by reference.

          (l) Notwithstanding anything to the contrary contained herein, this Agreement shall not be deemed or construed to make the parties hereto partners or joint venturers, or to render either party liable for any of the debts or obligations of the other, it being the intention of the parties to merely create the relationship of seller and purchaser with respect to the Property to be conveyed as contemplated hereby.

          (m) This Agreement shall not be recorded or filed in the public land or other public records of any jurisdiction by either party and any attempt to do so may be treated by the other party as a breach of this Agreement.

          (n) During the period from the date of execution of this Agreement until the Closing or this Agreement is terminated, Seller agrees not to market the Property for sale, accept any offer for purchase, offer the Property for joint venture, apply for any financing, divulge to any potential purchaser or joint venturer or lender any written material with respect to the

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Property nor divulge nor communicate in any way to any potential purchaser or joint venturer or lender with respect to the Property, any information with respect to the Property.

          (o) Unless provided to the contrary in any particular provision, all time periods shall refer to calendar days and shall expire at 5:00 p.m. Eastern Time on the last of such days; provided, however, that if the time for the performance of any obligation expires on a day which is not a “business day” (which term shall mean a Saturday, Sunday and days on which banks in the state where the Property is located are closed), the time for performance shall be extended to the next business day.

          (p) Seller acknowledges that Purchaser is a subsidiary of Grubb & Ellis Apartment REIT, Inc. (“Parent”), a publicly registered company that is required to disclose the existence of this Agreement upon full execution and to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Period”) for the Property. To assist Parent in preparing the SEC Filings, Sellers agree to (a) deliver an audit inquiry letter regarding pending litigation and other matters in the form attached hereto as Exhibit S (the “Audit Inquiry Letter”) to Sellers’ counsel prior to Closing, and (b) provide Parent with the following within thirty (30) days after the Closing: (i) access to bank statements for the Audited Year and Stub Period, (ii) Rent Roll as of the end of the Audited Year and Stub Period, (iii) operating statements for the Audited Year and Stub Period (iv) access to the general ledger for the Audited Year and Stub Period, (v) cash receipts schedule for each month in the Audited Year and Stub Period, (vi) access to invoices for expenses and capital improvements in the Audited Year and Stub Period, (vii) accounts payable ledger and accrued expense reconciliations in the Audited Year and Stub Period, (viii) check register for the three

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(3) months following the Audited Year and Stub Period, (ix) copies of all insurance documentation for the Audited Year and Stub Period, (x) copies of accounts receivable aging as of the end of the Audited Year and Stub Period along with an explanation for all accounts over thirty (30) days past due as of the end of the Audited Year and Stub Period, (xi) an executed assurance or representation letter from Seller to Parent’s auditor on such auditor’s form (provided that in no event shall Seller have any liability to Purchaser, Parent or such auditor for the assurances or representations made therein, but Seller shall reasonably cooperate, at no cost or expense to Seller, in connection with such audit, including, if required by Parent’s auditor, answering a standard SAS 99 questionnaire from such auditor), and (xii) an executed letter from Seller’s counsel in response to the Audit Inquiry Letter on such counsel’s standard form of response to an audit inquiry letter. The provisions of the foregoing two (2) sentences shall survive the Closing for a period of 180 days.

          (q) In the event of a default by either party of its obligations under this Agreement, the prevailing party in any action or proceeding in any court in connection therewith (including any action for specific performance) shall be entitled to recover from such other party its costs and expenses, including reasonable legal fees and associated court costs.

          (r) Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the parties hereto, to any person or entity other than the parties hereto.

          (s) The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof.

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     20. REPRESENTATIONS. WARRANTIES AND COVENANTS WITH RESPECT TO THE USA PATRIOT ACT.

     All capitalized words and phrases and all defined terms used in the USA Patriot Act of 2001, 107 Public Law 56 (October 26, 2001) (as amended, the “Patriot Act”) and in other statutes and all orders, rules and regulations of the United States government and its various executive departments, agencies and offices related to the subject matter of the Patriot Act, including, but not limited to, Executive Order 13224 effective September 24, 2001, are hereinafter collectively referred to as the “Patriot Rules” and are incorporated into this paragraph.

          (a) Purchaser hereby represents and warrants to Seller that each and every “person” or “entity” affiliated with the respective party or that has an economic interest in the respective party or that has or will have an interest in the transaction contemplated by this Agreement or will participate, in any manner whatsoever, in the purchase of the Property, are:

          (i) not a “blocked” person listed in the Annex to Executive Order Nos. 12947, 13099 and 13224;

          (ii) in full compliance with the requirements of the Patriot Rules and all other requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”);

          (iii) operated under policies, procedures and practices, if any, that are in compliance with the Patriot Rules and available to Seller for Seller’s review and inspection during normal business hours and upon reasonable prior notice;

          (iv) not in receipt of any notice from the Secretary of State or the Attorney General of the United States or any other department, agency or office of the United States claiming a violation or possible violation of the Patriot Rules;

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          (v) not listed as a Specially Designated Terrorist or as a blocked person on any lists maintained by the OFAC pursuant to the Patriot Rules or any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of the OFAC issued pursuant to the Patriot Rules or on any other list of terrorists or terrorist organizations maintained pursuant to the Patriot Rules;

          (vi) not a person who has been determined by competent authority to be subject to any of the prohibitions contained in the Patriot Rules; and

          (vii) not owned or controlled by or now acting and or will in the future act for or on behalf of any person or entity named in the Annex or any other list promulgated under the Patriot Rules or any other person who has been determined to be subject to the prohibitions contained in the Patriot Rules.

          (b) Purchaser covenants and agrees that in the event it receives any notice that it or any of its beneficial owners or affiliates or participants become listed on the Annex or any other list promulgated under the Patriot Rules or indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, it shall immediately notify Seller and, in such event, this Agreement shall automatically be deemed terminated, in which event all Earnest Money shall be returned to Purchaser and the parties shall have no further rights or obligations under this Agreement, except for all other rights, liabilities or obligations that survive a termination of this Agreement.

[Remainder of Page Intentionally Blank]

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

SELLER:	MISSION BARTON CREEK, DST, a Delaware statutory trust
	By:	Mission Trust Services, LLC
	Its:	Signatory Trustee
		By:	/s/ Christopher C. Finlay
		Name:	Christopher C. Finlay
		Title:	Manager
PURCHASER:	GRUBB & ELLIS APARTMENT REIT HOLDINGS, L.P., a Virginia limited partnership
	By:	Grubb & Ellis Apartment REIT, Inc.
	Its:	General Partner
		By:	/s/ Stanley J. Olander, Jr.
		Its:	Stanley J. Olander, Jr.
		Title:	Chief Executive Officer

S-1

EX-10.5

Exhibit 10.5

PURCHASE AND SALE AGREEMENT

by

and

between

MISSION BRILEY PARKWAY, DST, a Delaware statutory trust,

“Seller”

and

GRUBB & ELLIS APARTMENT REIT HOLDINGS, L.P.,
a Virginia limited partnership

“Purchaser”

PURCHASE AND SALE AGREEMENT

INDEX

1. IDENTIFICATION OF PARTIES	1
2. DESCRIPTION OF THE PROPERTY	2
3. THE PURCHASE PRICE	3
4. TITLE	6
5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER	8
6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER	14
7. SELLER’S DELIVERIES	15
8. CONDITIONS PRECEDENT TO CLOSING	22
9. ADDITIONAL COVENANTS OF SELLER	29
10. SELLER’S CLOSING DOCUMENTS	32
11. PURCHASER’S CLOSING DOCUMENTS	35
12. PRORATIONS AND ADJUSTMENTS	36
13. CLOSING	40
14. CLOSING COSTS	41
15. LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION	41
16. DEFAULT	44
17. INTENTIONALLY OMITTED	45
18. BROKERS	45
19. MISCELLANEOUS	46
20. REPRESENTATIONS. WARRANTIES AND COVENANTS WITH RESPECT TO THE USA PATRIOT ACT	51

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EXHIBITS

EXHIBIT A	-	Legal Description of the Land
EXHIBIT A-1	-	Due Diligence Delivery Documents
EXHIBIT B	-	Rent Roll
EXHIBIT C	-	List of Personal Property
EXHIBIT D	-	List of Intangible Personal Property
EXHIBIT E	-	Form of Earnest Money Note
EXHIBIT F	-	Partnership Agreement
EXHIBIT G	-	Form of Beneficial Owner’s Tax Basis Certification
EXHIBIT H	-	Tax Protection Agreement
EXHIBIT I	-	Schedule of Commissions
EXHIBIT J	-	Schedule of Contracts
EXHIBIT J-1	-	Existing Management Agreement
EXHIBIT K	-	Schedule of Litigation and Disclosure Items
EXHIBIT L	-	Form of Seller’s Certification of Non-Foreign Status
EXHIBIT L-1	-	Form of Beneficial Owner’s Certification of Non-Foreign Status
EXHIBIT M	-	Form of Certificate Regarding Representations and Warranties
EXHIBIT N	-	Form of Limited Power of Attorney
EXHIBIT O	-	Form of Bill of Sale
EXHIBIT P	-	Form of Contract Assignment
EXHIBIT Q	-	Form of Lease Assignment
EXHIBIT R	-	Form of Notice to Tenants
EXHIBIT S	-	Form of Audit Inquiry Letter

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PURCHASE AND SALE AGREEMENT

     1. IDENTIFICATION OF PARTIES

          THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of ______________, 2010, between MISSION BRILEY PARKWAY, DST, a Delaware statutory trust (“Seller”) and GRUBB & ELLIS APARTMENT REIT HOLDINGS, L.P., a Virginia limited partnership, or its permitted assigns (“Purchaser”).

R E C I T A L S

     A. Seller owns a ground leasehold interest in that certain real property located in the City of Nashville in Davidson County, Tennessee (the “State”), consisting of approximately 23.29 acres of land, more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the “Land”), pursuant to that certain Lease Agreement, dated May 28, 1987, between Metropolitan Nashville Airport Authority, as lessor (“Ground Lessor”), and Crow, Terwilliger & Parrot, Inc. and Laing Properties, Inc., as lessee, as assigned by that certain Assignment and Assumption Agreement, dated February 5, 1988, between Crow, Terwilliger & Parrot, Inc. and Laing Properties, Inc., collectively as tenant, and Arbors of Briley Parkway Limited Partnership, as assignee (“ABP LP”), as amended by that certain Amendment to Lease, dated April 27, 1988, between Ground Lessor and ABP LP, as assigned by that certain Assignment and Assumption Agreement, dated May 12, 1994, between Laing Arbors, Inc., as assignor (itself successor-in-interest to ABP LP’s interest as tenant pursuant to an instrument of transfer not of record), and SCA-NC/T Limited Partnership, as assignee, as further assigned by that certain Assignment of Ground Lease, dated March 13, 2001, between SCA North Carolina Limited Partnership, as assignor, and MP North Carolina LP, as assignee, as further assigned to Seller by way of that certain Assignment of Ground Lease, dated August 31, 2006, recorded

September 5, 2006, as Instrument No. 20060905-0109161 in the Register’s Office of Davidson County, Tennessee (as so amended and assigned, the “Ground Lease”).

     B. Pursuant to the Ground Lease, Seller owns a leasehold estate and other rights of ownership in the improvements located on the Land, containing 360 apartment units, commonly known as “Mission Briley Parkway Apartments,” and all other improvements located thereon (the “Improvements”).

     C. Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, all of Seller’s right, title and interest in and to the Property (hereinafter defined) for the price and on the terms and conditions hereinafter set forth.

     D. The date Purchaser receives a fully executed original counterpart of this Agreement shall be the “Effective Date.”

     NOW, THEREFORE, in consideration of the foregoing, the covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

     2. DESCRIPTION OF THE PROPERTY

          Seller hereby agrees to sell and convey to Purchaser and Purchaser hereby agrees to purchase from Seller all of Seller’s right, title and interest in and to the following:

          (a) The Land, together with the Improvements;

          (b) All of Seller’s interest as lessor in all leases covering the Land and the Improvements (said leases, together with any and all amendments, modifications or supplements thereto, are hereinafter referred to collectively as the “Leases” and are identified in the Rent Roll (hereinafter defined) attached hereto as Exhibit B);

          (c) All rights, privileges, easements and appurtenances appertaining to the Land and the Improvements including, without limitation, all easements, rights-of-way and other

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appurtenances used, connected with or inuring to the beneficial use or enjoyment of the Land and the Improvements. The Land, the Improvements and all such rights, privileges, easements and appurtenances (including, without limitation, Seller’s interest as lessor under the Leases) are sometimes hereinafter collectively referred to as the “Real Property;”

          (d) All personal property, equipment, supplies and fixtures (collectively, the “Personal Property”) owned by Seller and used in the operation of the Real Property including, without limitation, all property described in Exhibit C attached hereto; and

          (e) All intangible property used in connection with the foregoing including, without limitation, all trademarks, trade names (including, without limitation, the exclusive right to use the name “Mission Briley Parkway Apartments”), and the contract rights, licenses (to the extent transferable), permits (to the extent transferable) and warranties (to the extent transferable), more particularly described in Exhibit D attached hereto (the “Intangible Personal Property”). The Real Property, the Personal Property and the Intangible Personal Property are sometimes hereinafter collectively referred to as the “Property.”

          (f) All of Seller’s right, title and interest in and to the Assumed Loan (as hereinafter defined).

     3. THE PURCHASE PRICE

          The purchase price for the Property is Twenty-Two Million One Hundred Twenty-Three Thousand and No/100 Dollars ($22,123,000.00) (the “Purchase Price”) and shall be paid to Seller as follows:

          (a) Earnest Money.

          (i) Within three (3) business days after the Effective Date, Purchaser shall deliver to Seller a Promissory Note in the form attached hereto as Exhibit E and in face amount of one percent (1%) of the Purchase Price, or Two Hundred Twenty-One

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Thousand Two Hundred Thirty and No/100 Dollars ($221,230.00), which is referred to in this Agreement as the “Earnest Money Note”. The Earnest Money Note shall be returned to Purchaser (A) in the event of failure to close this transaction by reason of a default by Seller or if Purchaser is expressly otherwise entitled to the return of the Earnest Money Note pursuant to the terms of this Agreement or (B) at Closing.

          (ii) If the transaction contemplated by this Agreement closes in accordance with the terms and conditions of this Agreement, at Closing (as hereinafter defined), the Earnest Money Note shall be returned to Purchaser and shall not be credited toward the Purchase Price.

          (b) Payment at Closing. At Closing, Purchaser shall pay to Seller the Purchase Price less the outstanding balance of the Assumed Loan and plus or minus the adjustments and prorations required by this Agreement (the “Net Purchase Price”). The Net Purchase Price shall be paid in the form of limited partner units (the “OP Units”) in Purchaser, which OP Units represent a limited partner interest in Purchaser with the rights and preferences as set forth in the Purchaser’s Amended and Restated Agreement of Limited Partnership dated as of August 27, 2010, a copy of which is attached hereto as Exhibit F (the “Partnership Agreement”) and which OP Units shall be paid to the beneficial interest holders in Seller (the “Beneficial Owners”) as set forth herein. The total number of OP Units to be delivered by Purchaser to the Beneficial Owners shall be determined by dividing the Net Purchase Price by nine (9), and rounding up such number such that each Beneficial Owner shall receive a whole number of OP Units. Seller shall notify Purchaser and certify to Purchaser as true and correct the percentage ownership interest of each Beneficial Owner at or before Closing.

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          (c) Notwithstanding that the Property shall be conveyed to Purchaser at Closing, and that the Purchaser shall be irrevocably committed, as of Closing, to issue the OP Units in the amount described in Section 3(b) above, the Purchase Price shall be paid to the respective Beneficial Owners by issuance of the OP Units, on a rolling basis, if necessary, only upon Purchaser’s receipt from Seller, on behalf of that particular Beneficial Owner, of the following: (i) a counterpart signature page to the Partnership Agreement executed by such Beneficial Owner, (ii) an affidavit from such Beneficial Owner in the form attached hereto as Exhibit L-1, (iii) if such Beneficial Owner desires to enter into the Tax Protection Agreement, a counterpart signature page to the Tax Protection Agreement executed by such Beneficial Owner in the form attached hereto as Exhibit H, (iv) an IRS Form W-9, (v) a limited power of attorney in the form attached hereto as Exhibit N, and (vi) any other information or documents that may be required by Article IX of the Partnership Agreement, provided, however, that any distributions that otherwise would be payable to such Beneficial Owners during the period between the Closing and the delivery of such documents and information shall be held by the Purchaser for the benefit of such Beneficial Owners and be released to them simultaneously with the issuance of OP Units to such Beneficial Owners. In the event that any particular Beneficial Owner fails to deliver any of the foregoing documents within sixty (60) days following the Closing, such Beneficial Owner shall become an economic interest holder in Purchaser, as described in Section 9.01(c) of Purchaser’s Partnership Agreement, and the distributions held on the Beneficial Owner’s behalf shall be distributed to such Beneficial Owner (subject in all events to any applicable withholding taxes, including, but not limited to, FIRPTA withholding and federal income tax backup withholding). Additionally, Seller shall request from each Beneficial Owner (and Seller shall use diligent efforts to obtain from each Beneficial Owner and deliver to

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Purchaser) an executed certification as to such Beneficial Owner’s tax basis in its interest in the Seller in the form attached hereto as Exhibit G (which tax basis shall be as of the end of the tax year reflected in the final income tax returns most recently filed by such Beneficial Owner with the applicable taxing authorities). If any Beneficial Owner does not execute and deliver the certification of tax basis in the form attached hereto as Exhibit G within sixty (60) days following the Closing (but not later than the end of the calendar year of Closing), then such Beneficial Owner shall be assumed to have no income tax basis in their beneficial interest in Seller, and Purchaser will elect to use the “remedial method” of making Internal Revenue Code Section 704(c) allocations as provided in Treasury Regulations Section 1.704-3(d) with respect to the beneficial interest in Seller.

          (d) Subject to the terms and conditions of this Agreement, Seller shall assign to Purchaser and Purchaser shall assume from Seller, the Assumed Loan.

     4. TITLE

          (a) Within three (3) business days after the Effective Date, Purchaser shall order, at Purchaser’s expense, from Chicago Title Insurance Company (in such capacity “Title Insurer”), whose address is 5501 LBJ Freeway, Suite 200, Dallas, Texas 75240, Attention: Debbie Moore, a leasehold owner’s title commitment on the Real Property and a commitment to endorse the existing mortgagee policy for the Assumed Loan from the title insurance company that issued such mortgagee policy (collectively, the “Commitment”), together with legible copies of all documents relating to the title exceptions referred to in the Commitment.

          (b) Within three (3) business days after the Effective Date, Purchaser shall order, at Purchaser’s own expense, an updated survey of the Real Property sufficient to enable Title Insurer to issue an ALTA leasehold owner’s policy of title insurance (the “Survey”), showing lot lines and monuments, building lines, easements both burdening and benefiting the

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Real Property, utilities, including water and sewer lines to the point of connection with the public system, the Improvements (including parking spaces), encroachments, if any, on the Real Property or over adjoining properties, and other matters located on or affecting the Real Property, together with a certificate as to whether the Real Property lies within a flood zone as determined by the U.S. Department of Housing and Urban Development. The Survey shall be certified as true and correct by the surveyor for the benefit of Purchaser, the Purchaser’s lender and Title Insurer.

          (c) If the Commitment or Survey discloses exceptions to title objectionable to Purchaser, in its sole discretion, as to the Property (except for the first mortgage lien encumbering the Property and securing the loan from Deutsche Banc Mortgage Capital, L.L.C. in the original principal sum of $14,550,000.00, of which $14,550,000.00 is outstanding as of the Effective Date, which loan shall be assumed by Purchaser at Closing (the “Assumed Loan”), and except for the Ground Lease, which shall constitute Permitted Encumbrances), Purchaser shall deliver a copy of the Title Commitment and the Survey to Seller and shall so notify Seller within ten (10) business days following Purchaser’s receipt of the latest to be received of the Commitment and the Survey (the “Title Objection Date”), and Seller shall have ten (10) business days from the date of such notice to have each such unpermitted exceptions to title removed, or to have the Title Insurer commit to insure over such unpermitted exception, or to correct each such other matter. If within such ten (10) business day period, Seller fails to have each such unpermitted exception removed, insured over or corrected as aforesaid, Purchaser may elect within three (3) business days after such ten (10) business day period, as its sole and exclusive remedy in such event, to either (i) terminate this Agreement and immediately receive from Seller the Earnest Money Note, whereupon this Agreement shall be null and void and of no

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further force or effect (except for any obligations which expressly survive a termination of this Agreement), or (ii) elect to accept title to such Property subject to such objectionable exception (with a right to deduct from the Purchase Price any liens or encumbrances of a definite or ascertainable amount up to an aggregate of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) whereupon such exception(s) which had been objected to shall be deemed approved and shall constitute Permitted Encumbrances. If Purchaser fails to make either such election, Purchaser shall be deemed to have elected option (ii). Any matters disclosed by the Commitment or the Survey and not objected to by Purchaser on or before the Title Objection Date (other than those relating to the Assumed Loan) shall be deemed approved by Purchaser and shall constitute Permitted Encumbrances. If requested by Purchaser, Seller shall deliver to the Title Company an affidavit required by the Title Company for an amendment to the rights of parties in possession exception to “rights of apartment tenants in possession, as apartment tenants only, pursuant to written but unrecorded rental or lease agreements”.

     5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER

          Seller hereby represents, warrants and covenants to Purchaser that the following matters are true and correct as of the execution of this Agreement and will also be true and correct as of the Closing, and all references to “Seller’s actual knowledge” shall mean the actual knowledge of Christopher C. Finlay or Jeff Goldshine:

          (a) Seller is a statutory trust duly formed and validly existing under the laws of the State of Delaware. This Agreement has been, and all the documents executed by Seller which are to be delivered to Purchaser at the Closing will be, duly authorized, executed and delivered by Seller and will be legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or

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limiting the right of contracting parties generally), will be sufficient to convey title (if they purport to do so) and will not violate any provisions of any material agreement to which Seller is a party or to which the Property or Seller is subject or bound. Subject to the satisfaction of Sections 8(a)(i) and 8(a)(ii) below, no consent, waiver or approval by any third party is required in connection with the execution and delivery by Seller of this Agreement or the performance by Seller of the obligations to be performed by Seller under this Agreement.

          (b) Except as set forth on Exhibit M attached hereto, Seller has not received from any governmental authority written notice, and Seller has no actual knowledge (without any duty of inquiry or investigation) of any violation of any zoning, building, fire or health code or any other statute, ordinance, rule or regulation applicable to the Property, or any part thereof, that will not have been corrected prior to Closing nor, to Seller’s actual knowledge, has it received any written notice from any governmental authority regarding any change to the zoning classification or any proceedings to widen or realign any streets or highways adjacent to the Property or of any condemnation proceedings.

          (c) To Seller’s actual knowledge, (i) the operating statements, income and expense reports and all other contracts or documents required to be delivered to Purchaser pursuant to this Agreement are true, correct and complete copies; and (ii) all contracts or documents required to be delivered to Purchaser pursuant to this Agreement are in full force and effect, without material default by any party and without any right of set-off except as disclosed in writing at the time of such delivery.

          (d) There is no master lease of the Property to any affiliate of Seller, or if such master lease exists, Seller shall cause such master lease to be terminated at Closing without Purchaser paying any termination fee. The Rent Roll attached hereto as Exhibit B is true,

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correct and complete in all material respects as of the date set forth on the Rent Roll. As of the Closing, the Rent Roll delivered at the Closing will be true, correct and complete. The copies of the Leases delivered to Purchaser are true, correct and complete copies and, to Seller’s actual knowledge, are in full force and effect, without default by any party and without any right of setoff, except as expressly provided by the terms of such Leases or as disclosed on the Rent Roll attached hereto. The copies of the Leases and other agreements with the tenants under the Leases (the “Tenants”) delivered to Purchaser pursuant to this Agreement constitute the entire agreements with such Tenants relating to the Real Property, have not been materially amended, modified or supplemented, except for such amendments, modifications and supplements delivered to Purchaser, and there are no other leases or tenancy agreements affecting the Real Property.

          (e) Exhibit J attached hereto is a true and complete schedule of all of the Contracts (as hereinafter defined in Section 7), true, complete and correct copies of which have been delivered to Purchaser for Purchaser’s approval within ten (10) business days hereof. Exhibit J-1 attached hereto is a true and correct copy of the management agreement currently in effect with respect to the Property. To Seller’s actual knowledge, the Contracts are in full force and effect, without material default by any party and without any claims made for the right of setoff, except as expressly provided by the terms of such Contracts or as disclosed to Purchaser in writing at the time of such delivery. The Contracts constitute the entire agreements with such vendors relating to the Property, have not been materially amended, modified or supplemented, except for such amendments, modifications and supplements as have been delivered to Purchaser, and there are no other agreements with any third parties (excluding, however, the Leases and Permitted Encumbrances) affecting the Property which will survive the Closing.

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          (f) At the Closing, there will be no outstanding contracts made by Seller for the construction or repair of any improvements to the Improvements which have not been fully paid for, and Seller shall cause to be discharged all mechanics’ or materialmen’s liens arising from any labor or materials furnished to the Improvements prior to the Closing.

          (g) Except as set forth in Exhibit K attached hereto, there are no pending or, to Seller’s actual knowledge (without any duty of inquiry or investigation), threatened legal proceedings or actions of any kind or character affecting the Property or Seller’s interest therein, including, without limitation, condemnation proceedings.

          (h) Seller has not received any actual written notice, and Seller has no actual knowledge (without any duty of inquiry or investigation) of any civil, criminal or administrative suit, claim, hearing, violation, investigation, proceeding or demand pending or threatened against Seller or the Property relating in any way to a Release or compliance with Environmental Laws. For purposes of this Agreement, the phrase “Environmental Laws” shall mean any federal, state or local law, statute, ordinance, order, decree, rule or regulation and any common laws regarding health, safety, radioactive materials, or the environment, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq. (“CERCLA”); the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq. (“RCRA”); the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq. (“TSCA”), the Occupational, Safety and Health Act, 29 U.S.C. § 651, et seq. (“OSHA”), the Clean Air Act, 42 U.S.C. § 7401, et seq. (“CAA”), the Federal Water Pollution Control Act, 33 U.S.C. § 1251, et seq. (“FWPCA”), the Safe Drinking Water Act, 42 U.S.C. § 3001, et seq. (“SDWA”), the Hazardous Materials Transportation Act, 49 U.S.C. § 1802, et seq. (“HMTA”) and the Emergency Planning and Community Right to Know Act, 42 U.S.C. § 11001, et seq.

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(“EPCRA”), the Endangered Species Act of 1973, 16 U.S.C. § 1531 et seq. (“ESA”), the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq. (“FIFRA”) and other comparable federal, state or local laws, each as amended, and all rules, regulations and guidance documents promulgated pursuant thereto or published thereunder. The phrase “Hazardous Materials” shall mean each and every element, compound, chemical mixture, contaminant, pollutant, material, waste or other substance which is defined, determined or identified as hazardous or toxic under Environmental Laws or the Release of which is regulated under Environmental Laws. The term “Release” shall mean the discharge, disposal, deposit, injection, dumping, spilling, leaking, leaching, placing, presence, pumping, pouring, emitting, emptying, escaping, or other release of any Hazardous Material. For purposes of the representations and warranties set forth in this Section 5(h), “Hazardous Materials” shall not include consumer products, office supplies, pool chemicals and cleaning and maintenance supplies stored and used in the ordinary course of operation of the Property and in compliance with applicable Environmental Laws.

          (i) As of the Effective Date, the outstanding principal balance of the Assumed Loan is $14,550,000.00. All accrued interest has been paid to date. Seller has timely paid all amounts and performed all monetary obligations required of it by the loan documents pursuant to which the Assumed Loan was made (the “Assumed Loan Documents”). As of July 31, 2010, the amount of escrows or reserves held by Seller for maintenance and capital repairs to the Property is $340,336.00 and the amount held for such purposes by the Assumed Loan Lender (as hereinafter defined) is $74,206.00. Seller has received no written notice of any defaults under the Assumed Loan Documents, and to Seller’s actual knowledge (without any duty of inquiry or investigation), no defaults are pending under the Assumed Loan Documents and no facts or

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circumstances exist which, with the passage of time and/or the giving of notice, would constitute a material default under the Assumed Loan Documents. The Assumed Loan is a “qualified liability” within the meaning of Treasury Regulations section 1.707-5(a)(6) that was incurred more than two years prior to the Effective Date and has encumbered the Property throughout the two-year period prior to the Effective Date.

          (j) As of the Effective Date, to Seller’s actual knowledge (without any duty of inquiry or investigation), the Ground Lease is in full force and effect. Seller has timely paid all amounts and performed all monetary obligations required of it under the Ground Lease. Seller has received no written notice of any defaults under the Ground Lease, and to Seller’s actual knowledge (without duty of inquiry or investigation), no defaults are pending under the Ground Lease and no facts or circumstances exist which, with the passage of time and/or the giving of notice, would constitute a material default under the Ground Lease.

          (k) Seller is not a foreign limited partnership, person or other entity within the meaning of Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), and Seller will furnish to Purchaser, prior to the Closing, an affidavit in the form attached hereto as Exhibit L.

          (l) Seller represents and warrants to Purchaser that, as of the Closing, each of the warranties and representations set forth in this Section 5 shall be true, complete and correct in all material respects except for changes in the operation of the Property occurring prior to Closing which are specifically permitted by this Agreement, and that all management contracts pertaining to the Property shall be terminated (at no cost to Purchaser) at Closing unless otherwise directed in writing by Purchaser. In the event that, prior to Closing, Purchaser discovers a material breach of a representation or warranty contained in this Agreement and

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made by Seller, Purchaser may, as its sole and exclusive remedy, either (i) terminate this Agreement and receive back the Earnest Money Note, and in the event such material breach is also intentional, a reimbursement of Purchaser’s actual out-of-pocket costs and expenses incurred in connection the transaction contemplated by this Agreement (including, without limitation, reasonable attorneys’ fees) up to a maximum of Two Hundred Twenty-One Thousand Two Hundred Thirty and No/100 Dollars ($221,230.00) (the “Cap”), or (ii) waive such breach and proceed to Closing with no reduction in the Purchase Price.

     6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER

          (a) Purchaser is a limited partnership duly formed and validly existing under the laws of the Commonwealth of Virginia. Purchaser hereby represents and warrants to Seller that this Agreement has been, and all the documents to be delivered by Purchaser to Seller or any Beneficial Owners, as applicable, at the Closing (including, without limitation, all documents in connection with the assumption of the Assumed Loan and the issuance of the OP Units, to the extent executed by Purchaser) will be, duly authorized, executed and delivered by Purchaser, are, and in the case of the documents to be delivered will be, legal and binding obligations of Purchaser, are, and in the case of the documents to be delivered will be, enforceable in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally), and do not, and will not at the Closing, violate any provisions of any material agreement to which Purchaser is a party.

          (b) Purchaser is sophisticated and experienced in the acquisition, ownership and operation of multi-family housing projects similar to the Property, and has full knowledge of

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all applicable federal, state and local laws, rules, regulations and ordinances in connection therewith.

          (c) No pending or, to the knowledge of Purchaser, threatened litigation exists which if determined adversely would restrain the consummation of the transactions contemplated by this Agreement or would declare illegal, invalid or non-binding any of Purchaser’s obligations or covenants to Seller hereunder.

          (d) The issuance of the OP Units has been duly authorized, and when the OP Units are issued to the applicable Beneficial Owners who have executed and delivered to Purchaser the documents required by Section 3(c) hereof, such newly issued OP Units will be validly issued by Purchaser and will be free and clear of liens and encumbrances (but shall be subject to the provisions of the Partnership Agreement). The Partnership Agreement attached hereto is a true and complete copy thereof. There are no pending or, to Purchaser’s actual knowledge (without any duty of inquiry or investigation), threatened legal proceedings or actions against the Purchaser which if adversely determined would have a material adverse effect on Purchaser’s finances or assets as a whole.

     7. SELLER’S DELIVERIES

          (a) Seller has delivered or made available on a secure data base (and if not previously delivered or made available in the data base, Seller will deliver to Purchaser no later than five (5) days following the request by Purchaser), the following documents and the documents listed on Exhibit A-1 (the “Due Diligence Documents”), to the extent in Seller’s possession or reasonable control, and Seller shall deliver any updates to the Due Diligence Documents, if any, as and when requested by Purchaser or Assumed Loan Lender:

          (i) A current rent roll pertaining to the Real Property (the “Rent Roll”) setting forth in respect of each Tenant unit: the name of the Tenant occupying

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such unit, the security deposit or other deposit paid by the Tenant and held by Seller, the term of the Lease for such unit, the commencement date for the term of the Lease for such space, the annual rent for each unit and the expiration date of the term of such Lease.

          (ii) A statement of insurance coverage and premiums by policy type and copies of insurance policies for the fire, extended coverage and public liability insurance maintained by or for the benefit of Seller (the “Existing Insurance Policies”), provided that Seller need not deliver such Policies to the extent coverage is provided by Seller’s blanket policies.

          (iii) A copy of all income and expense statements, year end financial and monthly operating statements for the Property (the “Operating Statements”) for the three (3) most recent full calendar years prior to the Closing and, to the extent available, the current year, and copies of operating budgets for the current fiscal year.

          (iv) A copy of “as built” plans and specifications of the Improvements (together with any other plans and specifications relating to the Real Property in the possession or control of Seller).

          (v) Copies of any inspection, soils, engineering, environmental or architectural notices, plans, diagrams, studies or reports in the possession or control of Seller which relate to the physical condition or operation of the Real Property or the Personal Property or recommended improvements thereto.

          (vi) A copy of the bill or bills issued for the most recent year for which bills have been issued for all real estate taxes (including assessed value) and personal property taxes, and a copy of any and all notices in the possession or control of Seller

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pertaining to real estate taxes or assessments applicable to the Real Property or the Personal Property (the “Tax Bills”).

          (vii) A copy of all outstanding management, leasing, maintenance, repair, service, pest control and supply contracts (including, without limitation, janitorial, scavenger and landscaping agreements), equipment rental agreements, all contracts for repair or capital replacement to be performed at the Real Property, all contracts in Seller’s possession or control for repair or capital replacement covering work performed at the Real Property during the three (3) years immediately preceding the date hereof if the contract price was in excess of $10,000, and any other contracts relating to or affecting the Property (other than Leases) which will be binding upon the Property or Purchaser subsequent to the Closing, all as amended (collectively, the “Contracts”).

          (viii) A copy of all Leases and any other agreements which are in effect thereto with the Tenants of the Real Property, all as amended, together with any financial statements of such Tenants (to the extent such disclosure or financial statements are not restricted by any applicable confidential agreement and to the extent such financial statements are in the possession or control of Seller) and a copy of the Ground Lease and all amendments and assignments related thereto other than the instrument of transfer from Arbors of Briley Parkway Limited Partnership to Laing Arbors, Inc. and any documentation of the transfer from SCA-NC/T Limited Partnership to SCA North Carolina Limited Partnership, neither of which have been delivered or made available to Purchaser.

          (ix) Copies of all certificate(s) of occupancy, licenses, permits, authorizations and approvals in the possession or control of Seller which were obtained

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by Seller with respect to the Property, or any portion thereof, occupancy thereof or any present use thereof, including, without limitation, such permits as are necessary for the present operation of the Property with full use of all Improvements located thereon (the “Governmental Approvals”).

          (x) A copy of all guarantees and warranties relating to the Property in the possession or control of Seller and a copy of all of the Assumed Loan Documents.

          (xi) Copies of pending insurance claims or litigation documents relating to the Property.

          (xii) Any other documents and information in the possession or control of Seller reasonably requested by Purchaser and used or useful in connection with Seller’s ownership or operation of the Property.

          (b) Purchaser and its agents or representatives shall have no right to enter upon the Property except with Seller’s prior approval, which shall not be unreasonably withheld. Any such entry shall be upon not less than forty-eight (48) hours’ prior notice (except as otherwise set forth herein), shall be during normal business hours and shall be for the sole purpose of examining or inspecting the Property, including for the purpose of allowing Assumed Loan Lender to examine or inspect the Property, and such rights shall include the right to conduct a Phase I Environmental Site Assessment (a “Phase I”); provided that (i) no such entry upon the Property shall interfere with the operations of Seller’s business on the Property or the rights of tenants, and (ii) Purchaser maintains (and upon Seller’s request shall furnish to Seller a certificate of insurance evidencing the same) insurance insuring Seller against loss by reasons of matters set forth in the following sentence. Purchaser hereby agrees to pay, protect, defend, indemnify and save Seller harmless against all liabilities, obligations, claims (including

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mechanic’s lien claims), damages, penalties, causes of action, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) imposed upon, incurred by or asserted against Seller involving either bodily injury or property damage in connection with or arising out of the entry by Purchaser or its agents or representatives upon the Property, either prior to or after execution and delivery of this Agreement and caused by Purchaser’s employees, agents or independent contractors and the actions of such persons on the Property. In the event any portion of the Property is or has been damaged or excavated by Purchaser, its employees, agents or independent contractors, Purchaser agrees to return the Property to its condition immediately prior to such damage or excavation. Any inspection of units shall be made during ordinary business hours upon forty-eight (48) hours’ prior written notice to Seller, subject to rights under the Leases. Notwithstanding anything contained in this Agreement to the contrary, Purchaser shall have no right to conduct a Phase II Environmental Site Assessment (a “Phase II”) unless (i) the results of Purchaser’s or its lender’s Phase I recommends such Phase II, and (ii) Seller consents to such Phase II, which consent shall not be unreasonably withheld. In the event that Seller fails to grant its consent to such Phase II, or in the event that the lender of the Assumed Loan (the “Assumed Loan Lender”) is not satisfied with the results of such lender’s inspections, examinations and investigations of the Property within the Lender’s Approval Period (as defined in Section 8(a)(i) below), then Purchaser may, as its sole remedy, terminate this Agreement, whereupon the Earnest Money Note shall be returned to Purchaser, and neither party shall have any rights or obligations under this Agreement except those that expressly survive a termination of this Agreement.

          (c) Notwithstanding any provision to the contrary herein, including, without limitation, any provision stating that this Agreement shall become null and void following a

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return or application of the Earnest Money Note or any portion thereof, Purchaser’s obligations under this Section 7 shall survive the expiration or termination of this Agreement, and shall survive Closing.

          (d) Purchaser hereby acknowledges and agrees that it has no rights of inspection or examination of the Property except as set forth herein, provided, however, that in no event shall any discoveries or findings made during such inspections or examinations entitle Purchaser to terminate this Agreement except as expressly set forth herein, it being the intent of the parties hereto that, except as expressly set forth herein, Purchaser has no due diligence period under this Agreement.

          (e) Purchaser shall give Seller written notice of those Contracts Purchaser desires Seller to terminate not less than forty-five (45) days prior to Closing, and Seller shall arrange to terminate those Contracts designated by Purchaser as of the Closing.

          (f) PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5 OR OTHERWISE IN THIS AGREEMENT, SELLER IS SELLING AND PURCHASER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT PURCHASER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical condition of the Property, including, but not limited to, the structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing, sewage and utility systems, facilities and appliances, (ii) the quality, nature, adequacy and physical condition

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of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property, (vi) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence of Hazardous Materials on, under or about the Property or the adjoining or neighboring property, (viii) the quality of any labor and materials used in any improvements on the Real Property, (ix) the condition of title to the Property, (x) the Leases or Contracts and (xi) the economics of the operation of the Property.

          (g) Without limiting the above, except with respect to a breach by Seller of any of the representations and warranties contained in Section 5 hereof or Seller’s obligations hereunder, or Seller’s fraud, Purchaser on behalf of itself and its successors and assigns waives its right to recover from, and forever releases and discharges, Seller, Seller’s affiliates, Seller’s investment manager, the partners, trustees, shareholders, directors, officers, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns, from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the physical condition of the Property or any law or regulation applicable thereto, including, without limitation, the Environmental Laws.

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          (h) The provisions of this Section 7 shall survive the Closing.

     8. CONDITIONS PRECEDENT TO CLOSING

          (a) The following shall be conditions precedent to Purchaser’s obligation to consummate the purchase and sale transaction contemplated herein (“Purchaser’s Conditions Precedent”):

          (i) Prior to the expiration of the period commencing on the Effective Date and continuing for ninety (90) days thereafter (as such initial 90-day period may be extended by Purchaser as provided below, the “Lender’s Approval Period”), Purchaser shall have obtained, on terms acceptable to Purchaser in its sole discretion, approval from the Assumed Loan Lender for the assumption of the Assumed Loan by Purchaser, the assignment of the Assumed Loan by Seller and the release of Seller or any guarantor of the Assumed Loan affiliated with Seller from their respective obligations under the Assumed Loan Documents from and after the Closing, and shall have delivered reasonably satisfactory written evidence of the same to Seller (the “Assumption Approval”). The “Assumption Approval” shall be deemed to include (1) the satisfactory completion by the Assumed Loan Lender of all diligence investigations, inspections and tests, and (2) the full negotiation and final approval of the Loan Assumption Documents (as defined below) by Purchaser, Seller and the Assumed Loan Lender. Purchaser shall have the one-time right to extend the initial 90-day Lender’s Approval Period for an additional period of up to ninety (90) days, provided that (A) Purchaser delivers written notice to Seller of its election to so extend the initial 90-day Lender’s Approval Period five (5) business days prior to the expiration of the initial 90-day Lender’s Approval Period (the “Extension Notice”), (B) simultaneously with Purchaser’s delivery of the Extension Notice, Purchaser shall deliver to Seller an additional Promissory Note in the

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form attached hereto as Exhibit E and in the face amount of one percent (1%) of the Purchase Price, or Two Hundred Twenty-One Thousand Two Hundred Thirty and No/100 Dollars ($221,230.00) (which, for purposes of this Agreement, shall be deemed to constitute and be a part of the “Earnest Money Note” and shall be held by Seller pursuant to the terms of Section 3 above), and (C) Assumed Loan Lender shall not have refused to grant the Assumption Approval at any time prior to Purchaser’s delivery of the Extension Notice. Seller agrees to cooperate with and to take all reasonable action to facilitate Purchaser’s receipt of the Assumption Approval, however, Purchaser shall be solely responsible to pay to Assumed Loan Lender any and all costs, fees and expenses required in connection with the Assumed Loan assignment, assumption and release (other than Seller’s legal fees to review the Loan Assumption Documents). Purchaser and Seller shall execute and deliver at Closing, a loan assumption agreement and any other documents required in connection with the assignment and assumption of the Assumed Loan and the release of Seller and any guarantor affiliated with Seller on the terms reflected in the Assumption Approval, in form and content reasonably satisfactory to Purchaser and Seller (the “Loan Assumption Documents”). In the event that Seller or Purchaser fails to execute and deliver the Loan Assumption Documents or the Assumed Loan Lender fails to approve the assignment, assumption and release as aforesaid, either Seller or Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the Earnest Money Note to Purchaser. Purchaser shall apply to Assumed Loan Lender for Assumption Approval within sixty (60) days after the Effective Date (the “Assumption

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Commencement”) and use good faith and diligent efforts to obtain such consent from the Assumed Loan Lender prior to the expiration of the Lender’s Approval Period; provided, however, so long as Purchaser complies with its obligations under this Section 8(a)(i), in no event shall Purchaser have any liability for its failure to achieve such consent.

          (ii) Prior to the expiration of the Lender’s Approval Period, Purchaser shall have obtained, on terms acceptable to Purchaser in its sole discretion, consent from the Ground Lessor for the assignment of the Ground Lease from Seller to Purchaser, the assumption of all future obligations of the ground lessee thereunder, and the release of Seller, as well as any affiliates of Seller from all future obligations thereunder (the “Ground Lessor Consent”). Seller agrees to cooperate with and to take all reasonable action to facilitate Purchaser’s receipt of the Ground Lessor Consent, however, Purchaser shall be solely responsible to pay to such lessor any and all costs, fees and expenses required in connection with the Ground Lessor Consent, if any. Purchaser and Seller shall execute and deliver at Closing, an assignment and assumption of lease agreement and any other documents required in connection with the assignment and assumption of the Ground Lease and release of Seller and any affiliates of Seller as aforesaid, in form and content reasonably satisfactory to Purchaser and Seller (the “Ground Lease Assignment Documents”). In the event that Purchaser or Seller fails to execute and deliver the Ground Lease Assignment Documents or the Ground Lessor fails to grant the Ground Lease Consent, either Purchaser or Seller shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination)

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and Seller shall return the Earnest Money Note to Purchaser. Purchaser shall apply to Ground Lessor for Ground Lessor Consent within five (5) business days after the Effective Date and use good faith efforts to obtain such consent from the Ground Lessor prior to the expiration of the Lender’s Approval Period; provided, however, so long as Purchaser complies with its obligations under this Section 8(a)(ii), in no event shall Purchaser have any liability for its failure to obtain such consent.

          (iii) Prior to the expiration of the Lender’s Approval Period, the OP Units to be issued to the Beneficial Owners pursuant to this Agreement, together with the OP Units to be issued by Purchaser to the beneficial interest holders of the seven other Delaware statutory trusts known as Mission Barton Creek, DST, Mission Battleground Park, DST, Mission Brentwood, DST, Mission Capital Crossing, DST, Mission Mayflower Downs, DST, Mission Preston Wood, DST, and Mission Tanglewood, DST (collectively, the “Other DSTs”) in accordance with the seven purchase and sale agreements of contemporaneous date herewith between Purchaser and the Other DSTs shall have been duly registered (collectively, the “Registrations”) pursuant to an effective registration statement with the U.S. Securities and Exchange Commission (“SEC”) and in each state or provincial jurisdiction where registration is required in accordance with all applicable federal, state and provincial laws, rules and regulations (each, a “Registration Statement” and collectively, the “Registration Statements”). Purchaser agrees to use good faith and diligent efforts to prepare and file the Registration Statements and to cause the Registration Statements to be declared effective in each jurisdiction where required, and shall commence the process of obtaining the Registrations within the Assumption Commencement. Seller agrees to provide Purchaser

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and its auditor with reasonable assistance and cooperation, at no cost or expense to Seller, in preparing the Registration Statements, including, without limitation, by providing Seller with access to any audited and unaudited financial statements previously prepared by Seller and its auditors, bank statements, general ledgers, accountant’s work papers, property records, and such other books and records as Purchaser may reasonably request, and by providing an assurance or representation letter on Purchaser’s auditor’s form and a response to the Audit Inquiry Letter (as defined below) from Seller’s counsel on such counsel’s standard form of response to an audit inquiry letter, all in order to prepare such Registration Statements (provided that in no event shall Seller or any affiliate of Seller have any liability to Purchaser or its auditor for the assurances or representations made therein). In the event that the Purchaser’s Condition Precedent contained in this Section 8(a)(iii) is not satisfied prior to the expiration of the Lender’s Approval Period, Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the Earnest Money Note to Purchaser. In the event that (a) the OP Units are duly registered pursuant to a Registration Statement that has been declared effective by the SEC and by each other jurisdiction where each of the Beneficial Owners reside, but the Registration Statement is not yet effective in certain other jurisdictions where each of the beneficial owners of the Other DSTs reside, and (b) Purchaser has received comments and feedback on the Registration Statements from each jurisdiction such that Purchaser reasonably determines that material changes will be required to the disclosure statement contained in the Registration Statement before it will become effective in those remaining jurisdictions in

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accordance with the laws, rules and regulations of each such jurisdiction, then Purchaser may elect to defer Closing on the Property under this Agreement until such time as the Registration Statements become effective in such other jurisdictions or the Purchaser believes no further material changes will be required to the disclosure statement contained in the Registration Statements. For the avoidance of doubt, Seller and Purchaser intend to proceed to Closing as soon as reasonably practicable, and Purchaser will only defer Closing to the extent it has a reasonable belief that material changes to the disclosure statement contained in the Registration Statements will be required. Purchaser will provide regular status updates to Seller with respect the effectiveness of the Registration Statements in each jurisdiction, and, to the extent Purchaser believes a material change to the disclosure statement contained in the Registration Statements will be required, Purchaser will share any correspondence received from any jurisdiction on the issue and will discuss the issue with Seller and explain the basis of Purchaser’s belief that such a material change will be required. Notwithstanding the foregoing, Seller understands and acknowledges that any determination regarding the materiality of any change in or issue relating to the Registration Statement shall be made by Purchaser.

          (iv) Immediately following the time that the Registration Statement filed with the SEC and each applicable state or other jurisdiction is declared effective, Seller shall have confirmed to Purchaser its acceptance of the Net Purchase Price in the form OP Units, which acceptance shall be in Seller’s sole discretion.

          (v) Title shall have been approved by Purchaser under Section 4 with Title Insurer standing ready to issue a leasehold owner’s policy of title insurance (and an endorsement to the existing mortgagee’s title insurance policy in the form required by the

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Assumed Loan Lender) in the form customarily delivered in the State and otherwise in accordance with Section 4, dated the day of the Closing, with liability in the amount of the Purchase Price, subject only to the Permitted Encumbrances and the encumbrances related to the Assumed Loan, together with such endorsements as Purchaser reasonably may require and as are available in the State in which the Real Property is located (the “Title Policy”).

          (vi) Seller shall have executed and delivered to Purchaser a certificate (the “Certificate”) in the form attached hereto as Exhibit M updating the representations and warranties of Seller through Closing, which Certificate Seller covenants to deliver unless material new matters or knowledge of a material defect arises, in which case Seller shall deliver a Certificate stating such matter. Purchaser may then (i) waive such matter and consummate the transaction contemplated hereby or (ii) terminate this Agreement, in which case neither party shall have any further obligations or liabilities hereunder and any documents shall be returned to the party depositing the same and the Earnest Money shall be returned to Purchaser.

          (vii) There shall be no Hazardous Materials at the Property that were not shown in the Phase I or Phase II (if applicable).

          In the event that any Purchaser’s Conditions Precedent is not satisfied, Purchaser shall give written notice thereof to the Seller, and unless Purchaser waives such Purchaser’s Conditions Precedent, this Agreement shall terminate and both Seller and Purchaser shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Section 7, and the Earnest Money Note shall be returned to Purchaser.

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          (b) As a condition precedent to Seller’s obligations to consummate the purchase and sale transaction contemplated herein (“Seller’s Conditions Precedent”), (i) Purchaser shall have duly performed in all material respects each and every covenant and agreement to be performed by Purchaser pursuant to this Agreement, (ii) Purchaser’s representations, warranties and covenants shall be true and correct in all material respects as of the Closing Date, (iii) Assumed Loan Lender shall have granted the Assumption Approval pursuant to the terms of Section 8(a)(i) above, (iv) Ground Lessor shall have granted the Ground Lessor Consent and Purchaser and Seller shall have executed the Ground Lease Assignment Documents pursuant to the terms of Section 8(a)(ii) above, and (v) Purchaser shall have obtained the Registrations pursuant to the terms of Section 8(a)(iii) above. In the event that any Seller’s Conditions Precedent are not satisfied, Seller shall give written notice thereof to the Purchaser, and unless Seller waives such Seller’s Conditions Precedent, this Agreement shall terminate and both Purchaser and Seller shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Section 7.

     9. ADDITIONAL COVENANTS OF SELLER

          Seller hereby covenants with Purchaser, as follows:

          (a) Seller shall not enter into any Contract with respect to the Property which will survive the Closing or will otherwise affect the use, operation or enjoyment of the Property after the Closing, unless Seller first shall have obtained Purchaser’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. If Purchaser has not notified Seller within five (5) business days of receipt of a request for approval of its decision, Purchaser shall be deemed to have approved the matter.

          (b) The Existing Insurance Policies, or equivalent coverage, shall remain continuously in force through the day of the Closing.

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          (c) At all times prior to the Closing, Seller shall (i) operate and manage the Property in substantially the same manner it presently operates and manages the Property (provided, however, that Seller shall not be required to make any capital repairs to the Property or any component thereof) and Seller, shall not make any withdrawals from any capital reserve accounts in amounts in excess of $10,000.00 without providing written notice to Purchaser, (ii) maintain all material present services, (iii) maintain the Property in good repair and working order, reasonable wear and tear excepted, and (iv) perform when due all of Seller’s material obligations under the Leases, the instruments securing any mortgage lien on the Property, Contracts, Governmental Approvals and other agreements relating to the Property and otherwise in accordance with applicable laws, ordinances, rules and regulations affecting the Property. Prior to and as of the Closing, Seller shall cause all vacant units to be made rent-ready and available for occupancy based on standards and methods used by Seller prior to execution of this Agreement and shall cause all appliances in all vacant units to be clean and in working order (the “Appliance Standards”). Purchaser shall receive a credit of One Thousand and No/100 Dollars ($1,000.00) for each unit that became vacant on a date that is five (5) or more days prior to Closing and that is not rent-ready (as reasonably determined by Purchaser based on standards customary in the industry) and available for occupancy as of the day of Closing, provided that such $1,000.00 shall not include any costs to cause the appliances to meet the Appliance Standards. After full execution of this Agreement and until the Closing, Seller shall maintain all existing personnel on the Property in their current employment positions at their current rates of compensation. In the event of the Closing of the purchase of the Property, Purchaser shall not retain the existing employees and management agents of Seller for the Property, and, accordingly, on the Closing, Seller shall (i) cause all employment and management agreements

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respecting the Property to be terminated, and deliver evidence of such termination to Purchaser, and (iii) remove all employees and management personnel from the Property. Except for the obligation of Seller to use its reasonable efforts to fully enforce the material obligations of Tenants under the Leases, nothing contained in this Section 9(c) shall be deemed or construed as imposing any obligations of such Tenants onto Seller. Seller shall terminate, as of the day of the Closing, those of the Contracts designated in writing by Purchaser (no less than forty-five (45) days prior to Closing) which may by their terms be so terminated. None of the Personal Property shall be removed from the Real Property, unless replaced by Personal Property of equal or greater utility and value unless such Personal Property has no value or use at the Property.

          (d) Seller shall pay or contest the same (with notice to Purchaser of any such contests) in full, prior to the Closing, all bills and invoices for labor, goods, utility charges, material and services of any kind relating to the Property.

          (e) Seller agrees to pay any brokerage or leasing fee or similar commission or other compensation with respect to the Leases, if any (“Leasing Commissions”), which is or will become due and payable prior to the Closing, except for lease renewals, or exercises of expansion options, entered into after the date of this Agreement which shall be Purchaser’s obligation if the Closing occurs. The amount of such fees or commissions due on an absolute basis prior to Closing will be credited against the Purchase Price payable by Purchaser at the Closing; provided, however, that all such fees or commissions or other compensation due or payable after the Closing on an absolute or contingent basis (including fees or commissions or other compensation with respect to renewals, but only to the extent disclosed on Exhibit I) shall become obligations of Purchaser after the Closing.

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          (f) After the date hereof and prior to the Closing, (i) Seller shall not enter into any new leases with respect to the Property without Purchaser’s prior written consent unless such new leases are on Seller’s standard form residential lease, the rent and landlord concessions and incentives are consistent with Seller’s current practices, and the leases are otherwise entered into in the ordinary course of Seller’s business of leasing and operating the Property, (ii) except for leases described above, no part of the Property, or any interest therein, shall be alienated, liened, encumbered or otherwise transferred, and (iii) Seller shall make all payments of principal and interest required under any mortgages encumbering the Property due prior to the Closing.

          (g) Seller shall promptly notify Purchaser of any change in any condition with respect to the Real Property or of any event or circumstance which makes any representation or warranty of Seller to Purchaser under this Agreement materially untrue or misleading, or any covenant of Seller under this Agreement incapable or less likely of being performed.

          (h) Seller shall deliver to Purchaser on a monthly basis until Closing updated operating statements and Rent Rolls.

          (i) Seller shall not apply any tenant’s security deposit unless the tenant is out of its premises as of Closing.

          (j) Seller shall give Purchaser prompt notice of any fire or other casualty affecting the Property.

          (k) Seller shall give Purchaser prompt notice of any violation issued in writing and received by Seller by any governmental authorities with respect to the Property.

     10. SELLER’S CLOSING DOCUMENTS

          At the Closing, Seller shall deliver to Purchaser the following, in form and substance reasonably acceptable to Purchaser:

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          (a) A quitclaim deed executed by Seller as to any right, title and interest Seller has in and to the Improvements (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan.

          (b) A Bill of Sale, executed by Seller (the “Bill of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any.

          (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable).

          (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against

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any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing.

          (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals.

          (f) Any keys in the possession of Seller to all locks located in the Property.

          (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction.

          (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto.

          (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct.

          (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

          (k) The Certificate.

          (l) A standard termite bond if Purchaser’s inspections reveal active infestation by wood destroying insects.

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          (m) Executed counterparts of the Loan Assumption Documents.

          (n) Executed counterparts of the Ground Lease Assignment Documents.

          (o) The original Earnest Money Note.

          (p) Any other documents, instruments or agreements called for hereunder which have not previously been delivered and are reasonably necessary or required (A) by Title Insurer to issue the Title Policy or (B) by the Assumed Loan Lender or Purchaser in connection with the assumption of the Assumed Loan by Purchaser (including, the Loan Assumption Documents), the release of Seller or any guarantor that is affiliated with Seller from all obligations under the Assumed Loan from and after the Closing and the transfer from Seller to Purchaser of any and all escrow or reserve accounts related to the Property (whether held by Seller or the Assumed Loan Lender) and security deposits related to the Leases.

     11. PURCHASER’S CLOSING DOCUMENTS

          At the Closing, Purchaser shall deliver to Seller:

          (a) An executed counterpart of the Contract Assignment.

          (b) An executed counterpart of the Lease Assignment.

          (c) The Purchase Price, net of prorations, by issuance of the OP Units in accordance with the terms of Section 3(c) above.

          (d) Executed counterparts of the Loan Assumption Documents.

          (e) Executed counterparts of the Ground Lease Assignment Documents.

          (f) Reasonable proof of the authority of Purchaser’s signatories.

          (g) An executed counterpart of the Tax Protection Agreement in the form attached hereto as Exhibit H, for each Beneficial Owner that has also executed a Tax Protection Agreement.

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          (h) The documents necessary to transfer the OP Units to each Beneficial Owner that has executed and delivered the documents required by Section 3(c).

          (i) Any other documents, instruments or agreements reasonably necessary to close the transaction as contemplated by this Agreement or by the Assumed Loan Lender or Seller in connection with the assignment of the Assumed Loan by Seller (including, the Loan Assumption Documents), the release of Seller or any guarantor that is affiliated with Seller from all obligations under the Assumed Loan from and after the Closing and the transfer from Seller to Purchaser of any and all escrow or reserve accounts related to the Property (whether held by Seller or the Assumed Loan Lender) and security deposits related to the Leases.

     12. PRORATIONS AND ADJUSTMENTS

          The following shall be prorated and adjusted between Seller and Purchaser as of the day of the Closing, except as otherwise specified:

          (a) Collected Rents and other charges, other than for Tenants who owe Delinquent Rents (as hereinafter defined), shall be prorated by credit to Purchaser. Prepaid rents and other charges shall be credited to Purchaser. The rent and all other sums which are due and payable to Seller by any tenant but uncollected as of the Closing shall not be adjusted, but Purchaser shall cause the rent and other sums for the period prior to Closing to be remitted to Seller if, as, and when collected (but Purchaser shall not be required to take legal action for such amounts accruing prior to the Closing). At Closing, Seller shall deliver to Purchaser a schedule of all rent, charges and other amounts payable by tenants after the Closing with respect to which Seller is entitled to receive a share under this Agreement, and any amount due and owing to Seller before the Closing by tenants under the Leases which are unpaid on the date of Closing (such amounts are collectively referred to herein as the “Delinquent Amounts”). Rental and other payments received by Purchaser from tenants shall first be applied toward Purchaser’s

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actual out-of-pocket costs (including reasonable attorneys’ fees) of collection, and then toward the payment of current rent and other charges owed to Purchaser for periods after the Closing, and any excess monies received shall be applied toward the payment of Delinquent Amounts; provided, however, that any rent received by Purchaser from tenants who owe Delinquent Amounts during the month in which the Closing occurs shall first be applied to the payment of such tenants’ Delinquent Amounts, if any, with respect to the month in which the Closing occurs, and not toward the payment of rent and other charges for previous or subsequent months. Purchaser may not waive any Delinquent Amounts or modify a Lease so as to reduce amounts or charges owed under Leases for any period in which Seller is entitled to receive a share of charges or amounts, without first obtaining the written consent of Seller. If a Delinquent Amount due Seller is not paid by a tenant within the later of (x) sixty (60) days after Closing or (y) sixty (60) days after billing therefor, Seller shall have the right to attempt to effect collection by litigation or otherwise so long as Seller does not take any action which would affect such tenant’s right to occupy its leased premises or terminate its lease. With respect to Delinquent Amounts owed by tenants that are no longer tenants of the Property as of the date of Closing, Seller shall retain all rights relating thereto.

          (b) The amount of all security and other Tenant deposits and interest due thereon, if any, shall be transferred to Purchaser. Purchaser shall assume at Closing the obligation, if any, to pay security and other deposits to tenants under the Leases, to the extent that such deposits are transferred to Purchaser at Closing. Seller shall indemnify and hold Purchaser harmless for the amounts, if material, by which (i) the amount of security and other deposits (together with interest due thereon as may be required by law or by the Lease), required

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to be held under the terms of the Leases exceeds (ii) the amount actually transferred to Purchaser at Closing.

          (c) To the extent not covered by any tax escrows to be assigned to Purchaser at Closing pursuant to Section 12(g) below, accrued general real estate, personal property and ad valorem taxes and assessments for the current tax year shall be prorated on the basis of bills, if available prior to the Closing, which shall be re-prorated after Closing on the basis of actual bills received covering the period which includes the Closing Date.

          (d) Fuel, water and sewer service charges, and charges for gas, electricity, telephone and all other utility and fuel charges, as well as all deposits to utility companies, governmental entities or any other person shall be prorated ratably on the basis of the last ascertainable bills (and reprorated upon receipt of the actual bills or invoices) to the extent not paid directly by tenants under their respective Leases unless final meter readings and final invoices can be obtained. To the extent practicable, Seller shall cause meters for utilities to be read not more than one (1) day prior to the date of Closing.

          (e) Amounts due, commissions, up-front revenues and incentives, and prepayments under the Contracts to be assigned to Purchaser. All amounts for services rendered or materials furnished under the Contracts assumed by Purchaser and accruing after the Closing Date shall be the responsibility of Purchaser.

          (f) Assignable license and permit fees paid on an annual or other periodic basis.

          (g) All escrow and reserve accounts (including without limitation, all capital improvement reserves and taxes and insurance escrows) held by Assumed Loan Lender in

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connection with the Assumed Loan and those held by Seller, if any, shall be assigned to Purchaser but there will be no adjustment to the Purchase Price or proration thereof.

          (h) Such other items that are customarily prorated in transactions of this nature (including, without limitation, any utilities paid by Seller under the Leases) shall be prorated; provided, however, that any insurance premiums shall not be prorated, but rather Seller shall cancel the Existing Insurance Policies as of Closing (and seek a separate refund from its insurer of any unearned premiums) and thereafter Purchaser shall obtain its own property insurance in conformance with the Assumed Loan Documents.

          Purchaser shall be deemed to be the owner of the Property and, therefore, entitled to the income from the Property and responsible for the expenses of the Property for the entire day upon which the Closing occurs. All such prorations shall be made on the basis of the actual number of days of the month which shall have elapsed as of the day of the Closing. To the extent information necessary to make such prorations is not available at the Closing or is determined to be inaccurate or incomplete after Closing, the amount of such prorations shall be subject to adjustment in cash after the Closing as and when complete and accurate information becomes available. All prorations shall otherwise be final. Seller and Purchaser agree to cooperate and use their best efforts to make such adjustments no later than sixty (60) days after the Closing as to all items except tax prorations, subject to mutual agreement to extend such sixty (60) day period, and with respect to tax prorations, to the extent not covered by any tax escrows to be assigned to Purchaser at Closing pursuant to Section 12(g) above, the parties shall make such adjustments upon receipt of the actual tax bills covering the period in which the Closing Date occurs. Except as set forth in this Section 12, all items of income and expense for the period prior to the Closing Date will be for the account of Seller, and all items of income and

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expense for the period on and after the Closing Date will be for the account of Purchaser, all as determined by the accrual method of accounting. Bills received after the Closing Date which relate to expenses incurred, services performed or other amounts allocable to the period prior to the Closing Date shall be paid by Seller.

          (i) Amounts on deposit with utility companies shall be credited to Seller at Closing, and promptly following the Closing, Purchaser shall inform such utilities of such change in ownership of the Property. Seller shall, from and after the Closing, at Seller’s sole cost and expense, have control over any ongoing tax appeals as to the Property that were commenced prior to the Closing and that pertain solely to the periods that Seller owned the Property. Seller shall, as applicable, retain all proceeds or reductions obtained from such appeals or pay all additional taxes or delinquencies imposed for such periods. Seller shall keep Purchaser informed as to any such appeals.

     13. CLOSING

          The “Closing” of the transaction contemplated by this Agreement (that is, the payment of the Purchase Price by issuing or becoming irrevocably committed to issue, as applicable, the OP Units, the return to Purchaser of the Earnest Money Note, the transfer of title to the Property, and the satisfaction of all other terms and conditions of this Agreement) shall occur in escrow by each party delivering their respective documents and funds to the Title Insurer with closing instructions consistent with this Agreement, or if deemed to be necessary, at 10:00 a.m. local time at the offices of the Title Insurer (or at such other location as agreed upon by the parties) on the date that is five (5) business days after the satisfaction of all Purchaser’s Conditions Precedent and Seller’s Conditions Precedent. The “Closing Date” shall be the date of Closing. Within ninety (90) days following Closing, Purchaser shall re-name the Property so as to exclude any reference to “Mission” or any derivation thereof, as applicable, unless Grubb &

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Ellis Property Management TRS, LLC, a Delaware limited liability company and an affiliate of Purchaser, Mission Residential Management, LLC, a Virginia limited liability company, MR Holdings, LLC, a Virginia limited liability company, Forward Capital, LLC, a Delaware limited liability company, and Christopher C. Finlay, an individual resident of the Commonwealth of Virginia, all affiliates of Seller, shall have closed under that certain Asset Purchase Agreement dated as of the Effective Date. Purchaser may continue to use the name “Mission” or any derivation thereof with respect to the Property during such 90-day period, and if requested by Purchaser, Seller agrees to grant a license to Purchaser, at not cost to Purchaser, to use the name “Mission” or any derivation thereof with respect to the Property during such 90-day period.

     14. CLOSING COSTS

          Purchaser shall pay the cost of the Title Policy and its lender’s title policy and/or endorsement, the Survey, all transfer and recordation taxes and fees, all of the Title Insurer’s closing fees (including those for a “New York Style” closing) and recording fees. Seller shall be responsible for all accrued taxes of Seller prior to Closing and income taxes and other such taxes of Seller attributable to the sale of the Property to Purchaser. Purchaser shall be solely responsible for all costs associated with assuming the Assumed Loan and the Ground Lease, including, without limitation, paying all assumption and review fees, costs and expenses, if any. Each party shall bear the expense of its own counsel. In addition, all costs of Purchaser’s due diligence activities incurred prior to the Effective Date, including any engineering, environmental reports and lease and expense audits, as well as the cost of any examinations or inspections pursuant to Section 7 above, shall be paid by Purchaser.

     15. LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION

          (a) In the event that prior to the Closing, the Improvements, or any part thereof, are destroyed or materially damaged (as defined in Section 15(e)), Purchaser shall have

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the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such damage or destruction, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Earnest Money Note shall be returned to Purchaser, or (ii) to accept the Improvements in their then condition and to proceed with the Closing with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such proceeds without Purchaser’s prior written consent.

          (b) In the event that prior to the Closing there is any non-material damage to the Improvements, or any part thereof, Seller shall repair or replace such damage prior to the Closing. Notwithstanding the preceding sentence, in the event Seller is unwilling or unable to repair or replace such damage, Seller shall notify Purchaser of such fact (“Seller’s Notice”) and Purchaser thereafter shall have the right, exercisable by giving Seller notice within fifteen (15) business days after receiving Seller’s Notice either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Earnest Money Note shall be returned to Purchaser, or (ii) to accept the Improvements in their then condition with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to insurance proceeds

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payable by reason of such non-material damage. For purposes of contemplating any repairs or replacements under this Section 15(b), the Closing may be extended for a reasonable time to allow such repairs or replacements to be made by Seller.

          (c) In the event that prior to the Closing, all or any material portion (as defined in Section 15(e)) of the Land and Improvements are subject to a taking by public authority, Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such taking, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Earnest Money Note shall be returned to Purchaser, or (ii) to accept the Land and Improvements in their then condition, without a reduction in the Purchase Price, and to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent.

          (d) In the event that prior to the Closing, any non-material portion of the Land or Improvements is subject to a taking, Purchaser shall accept the Property in its then condition and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to any award in connection with such taking. In the event of any such non-material taking, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent.

          (e) For the purpose of this Section 15, damage to the Improvements or a taking of a portion thereof shall be deemed to involve a material portion thereof if the reasonably estimated cost of restoration or repair of such damage or the amount of the condemnation award

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with respect of such taking shall exceed One Hundred Thousand and No/100 Dollars ($100,000.00), or if the number of parking spaces is reduced or if the entrances and entrance signs are relocated.

          (f) Seller agrees to give Purchaser prompt notice of any taking, damage or destruction of the Land or Improvements.

          (g) The provisions of this Section 15 shall survive the Closing.

     16. DEFAULT

          (a) Notwithstanding anything to the contrary contained in this Agreement, if after Seller materially breaches a representation or warranty of Seller hereunder or defaults under the terms of this Agreement, at Purchaser’s option, Purchaser may elect as its sole remedy (i) to terminate this Agreement, whereupon the Earnest Money Note shall be returned to Purchaser and neither party shall have any rights or obligations under this Agreement, except those that expressly survive a termination of this Agreement, and in the event such material breach is also intentional, Seller shall reimburse Purchaser for Purchaser’s actual out-of-pocket costs and expenses incurred in connection the transaction contemplated by this Agreement (including, without limitation, reasonable attorneys’ fees) up to the Cap, or (ii) Purchaser may sue Seller for specific performance of the sale of the Property in accordance with the terms of this Agreement.

          (b) Notwithstanding anything to the contrary contained in this Agreement, if Purchaser defaults under the terms of this Agreement, the Earnest Money Note shall become due and payable to Seller as liquidated damages, which shall be Seller’s sole and exclusive remedy at law or equity against Purchaser, and neither party shall have any rights or obligations under this Agreement except those that expressly survive a termination of this Agreement. Seller and Purchaser acknowledge and agree that (1) the Earnest Money Note is a reasonable estimate of and bears a reasonable relationship to the damages that would be suffered and costs incurred by

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Seller as a result of having withdrawn the Property from sale and the failure of Closing to occur due to a default of Purchaser under this Agreement; (2) the actual damages suffered and costs incurred by Seller as a result of such withdrawal and failure to close due to a default of Purchaser under this Agreement would be extremely difficult and impractical to determine; (3) Purchaser seeks to limit its liability under this Agreement to the amount of the Earnest Money Note in the event this Agreement is terminated and the transaction contemplated by this Agreement does not close due to a default of Purchaser under this Agreement; and (4) the Earnest Money Note shall be and constitute valid liquidated damages and not a penalty.

     17. INTENTIONALLY OMITTED

     18. BROKERS

          (a) Purchaser hereby acknowledges that it is liable for, and agrees to pay at Closing, a brokerage commission to FBR Capital Markets & Co. (“FBR”) pursuant to the terms of that certain agreement entered into by FBR and an affiliate of Seller on January 29, 2010, as amended by that certain first amendment to engagement letter dated August 21, 2010. Seller represents and warrants to Purchaser that no other brokerage commissions, finder’s fees or other compensation is due or payable by reason of the actions of Seller with respect to the transaction contemplated hereby. Seller agrees to indemnify and hold Purchaser harmless from and against any losses, damages, costs and expenses (including attorneys’ fees) incurred by Purchaser by reason of any breach or inaccuracy of the representation and warranty contained in this Section 18(a).

          (b) Except as provided above, Purchaser represents and warrants to Seller that Purchaser has not entered into any agreement or incurred any obligation which might result in the obligation to pay any brokerage commission, finder’s fee or other compensation with respect to the transaction contemplated hereby. Purchaser agrees to indemnify and hold Seller harmless

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from and against any losses, damages, costs and expenses (including attorneys’ fees) incurred by Seller by reason of any breach or inaccuracy of the representation and warranty contained in this Section 18(b).

          (c) The provisions of this Section 18 shall survive the Closing.

     19. MISCELLANEOUS

          (a) Each individual and entity executing this Agreement hereby represents and warrants that he or it has the capacity set forth on the signature pages hereof with full power and authority to bind the party on whose behalf he or it is executing this Agreement to the terms hereof.

          (b) This Agreement is the entire Agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements between the parties with respect to the matters contained in this Agreement. Any waiver, modification, consent or acquiescence with respect to any provision of this Agreement shall be set forth in writing and duly executed by or in behalf of the party to be bound thereby. No waiver by any party of any breach hereunder shall be deemed a waiver of any other or subsequent breach.

          (c) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by other parties to this Agreement attached thereto.

          (d) Any communication, notice or demand of any kind whatsoever which either party may be required or may desire to give to or serve upon the other shall be in writing

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and delivered by personal service (including express or courier service), by overnight courier or by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

Seller:	Mission Briley Parkway, DST
	10467 White Granite Drive, Suite 300
	Oakton, Virginia 22124
	Attn: Christopher Finlay
Purchaser:	Grubb & Ellis Apartment REIT Holdings, L.P.
	1606 Santa Rosa Road, Suite 109
	Richmond, Virginia 23229
	Attn: Gus R. Remppies

Any party may change its address for notice by written notice given to the other in the manner provided in this Section. Any such communication, notice or demand shall be deemed to have been duly given or served on the date personally served, if by personal service, or on the date shown on the return receipt or other evidence of delivery, if mailed or sent by overnight delivery.

          (e) The parties agree to execute such other instruments and to do such further acts as may be reasonably necessary to carry out the provisions of this Agreement.

          (f) The making, execution and delivery of this Agreement by the parties hereto has been induced by no representations, statements, warranties or agreements other than those expressly set forth herein.

          (g) Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law, but, if any provision of this Agreement shall be invalid or prohibited thereunder, such invalidity or prohibition shall be construed as if such invalid or prohibited provision had not been inserted herein and shall not affect the remainder of such provision or the remaining provisions of this Agreement.

          (h) The language in all parts of this Agreement shall be in all cases construed simply according to its fair meaning and not strictly for or against any of the parties hereto.

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Section headings of this Agreement are solely for convenience of reference and shall not govern the interpretation of any of the provisions of this Agreement.

          (i) This Agreement shall be governed by and construed in accordance with the laws of the State.

          (j) This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and to their respective transferees, successors, and assigns; provided, however, that neither this Agreement nor any of the rights or obligations of Seller hereunder shall be transferred or assigned by Seller without the prior written consent of Purchaser except in connection with like-kind exchanges under Section 1031 of the Internal Revenue Code, provided that no such assignment shall relieve Seller of its obligations hereunder. Purchaser shall have the right to assign all of its right, title and interest under this Agreement without the prior written consent of Seller (but with prior written notice to Seller) to a wholly-owned subsidiary of Purchaser, to an entity managed or controlled by Purchaser or to an affiliate of Purchaser, provided that no such assignments shall relieve Purchaser of its obligations hereunder.

          (k) All Exhibits attached hereto are incorporated herein by reference.

          (l) Notwithstanding anything to the contrary contained herein, this Agreement shall not be deemed or construed to make the parties hereto partners or joint venturers, or to render either party liable for any of the debts or obligations of the other, it being the intention of the parties to merely create the relationship of seller and purchaser with respect to the Property to be conveyed as contemplated hereby.

          (m) This Agreement shall not be recorded or filed in the public land or other public records of any jurisdiction by either party and any attempt to do so may be treated by the other party as a breach of this Agreement.

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          (n) During the period from the date of execution of this Agreement until the Closing or this Agreement is terminated, Seller agrees not to market the Property for sale, accept any offer for purchase, offer the Property for joint venture, apply for any financing, divulge to any potential purchaser or joint venturer or lender any written material with respect to the Property nor divulge nor communicate in any way to any potential purchaser or joint venturer or lender with respect to the Property, any information with respect to the Property.

          (o) Unless provided to the contrary in any particular provision, all time periods shall refer to calendar days and shall expire at 5:00 p.m. Eastern Time on the last of such days; provided, however, that if the time for the performance of any obligation expires on a day which is not a “business day” (which term shall mean a Saturday, Sunday and days on which banks in the state where the Property is located are closed), the time for performance shall be extended to the next business day.

          (p) Seller acknowledges that Purchaser is a subsidiary of Grubb & Ellis Apartment REIT, Inc. (“Parent”), a publicly registered company that is required to disclose the existence of this Agreement upon full execution and to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Period”) for the Property. To assist Parent in preparing the SEC Filings, Sellers agree to (a) deliver an audit inquiry letter regarding pending litigation and other matters in the form attached hereto as Exhibit S (the “Audit Inquiry Letter”) to Sellers’ counsel prior to Closing, and (b) provide Parent with the following within thirty (30) days after the Closing: (i) access to bank statements for the Audited Year and Stub Period, (ii) Rent Roll as of the end of the Audited Year and Stub Period, (iii) operating statements for the Audited Year and Stub Period (iv) access

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to the general ledger for the Audited Year and Stub Period, (v) cash receipts schedule for each month in the Audited Year and Stub Period, (vi) access to invoices for expenses and capital improvements in the Audited Year and Stub Period, (vii) accounts payable ledger and accrued expense reconciliations in the Audited Year and Stub Period, (viii) check register for the three (3) months following the Audited Year and Stub Period, (ix) copies of all insurance documentation for the Audited Year and Stub Period, (x) copies of accounts receivable aging as of the end of the Audited Year and Stub Period along with an explanation for all accounts over thirty (30) days past due as of the end of the Audited Year and Stub Period, (xi) an executed assurance or representation letter from Seller to Parent’s auditor on such auditor’s form (provided that in no event shall Seller have any liability to Purchaser, Parent or such auditor for the assurances or representations made therein, but Seller shall reasonably cooperate, at no cost or expense to Seller, in connection with such audit, including, if required by Parent’s auditor, answering a standard SAS 99 questionnaire from such auditor), and (xii) an executed letter from Seller’s counsel in response to the Audit Inquiry Letter on such counsel’s standard form of response to an audit inquiry letter. The provisions of the foregoing two (2) sentences shall survive the Closing for a period of 180 days.

          (q) In the event of a default by either party of its obligations under this Agreement, the prevailing party in any action or proceeding in any court in connection therewith (including any action for specific performance) shall be entitled to recover from such other party its costs and expenses, including reasonable legal fees and associated court costs.

          (r) Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the parties hereto, to any person or entity other than the parties hereto.

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          (s) The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof.

     20. REPRESENTATIONS. WARRANTIES AND COVENANTS WITH RESPECT TO THE USA PATRIOT ACT.

     All capitalized words and phrases and all defined terms used in the USA Patriot Act of 2001, 107 Public Law 56 (October 26, 2001) (as amended, the “Patriot Act”) and in other statutes and all orders, rules and regulations of the United States government and its various executive departments, agencies and offices related to the subject matter of the Patriot Act, including, but not limited to, Executive Order 13224 effective September 24, 2001, are hereinafter collectively referred to as the “Patriot Rules” and are incorporated into this paragraph.

          (a) Purchaser hereby represents and warrants to Seller that each and every “person” or “entity” affiliated with the respective party or that has an economic interest in the respective party or that has or will have an interest in the transaction contemplated by this Agreement or will participate, in any manner whatsoever, in the purchase of the Property, are:

          (i) not a “blocked” person listed in the Annex to Executive Order Nos. 12947, 13099 and 13224;

          (ii) in full compliance with the requirements of the Patriot Rules and all other requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”);

          (iii) operated under policies, procedures and practices, if any, that are in compliance with the Patriot Rules and available to Seller for Seller’s review and inspection during normal business hours and upon reasonable prior notice;

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          (iv) not in receipt of any notice from the Secretary of State or the Attorney General of the United States or any other department, agency or office of the United States claiming a violation or possible violation of the Patriot Rules;

          (v) not listed as a Specially Designated Terrorist or as a blocked person on any lists maintained by the OFAC pursuant to the Patriot Rules or any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of the OFAC issued pursuant to the Patriot Rules or on any other list of terrorists or terrorist organizations maintained pursuant to the Patriot Rules;

          (vi) not a person who has been determined by competent authority to be subject to any of the prohibitions contained in the Patriot Rules; and

          (vii) not owned or controlled by or now acting and or will in the future act for or on behalf of any person or entity named in the Annex or any other list promulgated under the Patriot Rules or any other person who has been determined to be subject to the prohibitions contained in the Patriot Rules.

          (b) Purchaser covenants and agrees that in the event it receives any notice that it or any of its beneficial owners or affiliates or participants become listed on the Annex or any other list promulgated under the Patriot Rules or indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, it shall immediately notify Seller and, in such event, this Agreement shall automatically be deemed terminated, in which event all Earnest Money shall be returned to Purchaser and the parties shall have no further rights or obligations under this Agreement, except for all other rights, liabilities or obligations that survive a termination of this Agreement.

[Remainder of Page Intentionally Blank]

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          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

SELLER:	MISSION BRILEY PARKWAY, DST, a Delaware statutory trust
	By:	Mission Trust Services, LLC
	Its:	Signatory	Trustee
		By:	/s/ Christopher C. Finlay
		Name:	Christopher C. Finlay
		Title:	Manager
PURCHASER:	GRUBB & ELLIS APARTMENT REIT HOLDINGS, L.P., a Virginia limited partnership
	By:	Grubb & Ellis Apartment REIT, Inc.
	Its:	General Partner
		By:	/s/ Stanley J. Olander, Jr.
		Its:	Stanley J. Olander, Jr.
		Title:	Chief Executive Officer

S-1

EX-10.6

Exhibit 10.6

PURCHASE AND SALE AGREEMENT

by

and

between

MISSION PRESTON WOOD, DST, a Delaware statutory trust,

“Seller”

and

GRUBB & ELLIS APARTMENT REIT HOLDINGS, L.P.,
a Virginia limited partnership

“Purchaser”

PURCHASE AND SALE AGREEMENT

INDEX

1. IDENTIFICATION OF PARTIES	1
2. DESCRIPTION OF THE PROPERTY	2
3. THE PURCHASE PRICE	3
4. TITLE	5
5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER	7
6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER	13
7. SELLER’S DELIVERIES	14
8. CONDITIONS PRECEDENT TO CLOSING	20
9. ADDITIONAL COVENANTS OF SELLER	27
10. SELLER’S CLOSING DOCUMENTS	30
11. PURCHASER’S CLOSING DOCUMENTS	33
12. PRORATIONS AND ADJUSTMENTS	34
13. CLOSING	38
14. CLOSING COSTS	39
15. LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION	39
16. DEFAULT	41
17. INTENTIONALLY OMITTED	43
18. BROKERS	43
19. MISCELLANEOUS	43
20. REPRESENTATIONS. WARRANTIES AND COVENANTS WITH RESPECT TO THE USA PATRIOT ACT	48

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EXHIBITS

EXHIBIT A	-	Legal Description of the Land
EXHIBIT A-1	-	Due Diligence Delivery Documents
EXHIBIT B	-	Rent Roll
EXHIBIT C	-	List of Personal Property
EXHIBIT D	-	List of Intangible Personal Property
EXHIBIT E	-	Form of Earnest Money Note
EXHIBIT F	-	Partnership Agreement
EXHIBIT G	-	Form of Beneficial Owner’s Tax Basis Certification
EXHIBIT H	-	Tax Protection Agreement
EXHIBIT I	-	Schedule of Commissions
EXHIBIT J	-	Schedule of Contracts
EXHIBIT J-1	-	Existing Management Agreement
EXHIBIT K	-	Schedule of Litigation and Disclosure Items
EXHIBIT L	-	Form of Seller’s Certification of Non-Foreign Status
EXHIBIT L-1	-	Form of Beneficial Owner’s Certification of Non-Foreign Status
EXHIBIT M	-	Form of Certificate Regarding Representations and Warranties
EXHIBIT N	-	Form of Limited Power of Attorney
EXHIBIT O	-	Form of Bill of Sale
EXHIBIT P	-	Form of Contract Assignment
EXHIBIT Q	-	Form of Lease Assignment
EXHIBIT R	-	Form of Notice to Tenants
EXHIBIT S	-	Form of Audit Inquiry Letter

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PURCHASE AND SALE AGREEMENT

     1. IDENTIFICATION OF PARTIES

          THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of                     , 2010, between MISSION PRESTON WOOD, DST, a Delaware statutory trust (“Seller”) and GRUBB & ELLIS APARTMENT REIT HOLDINGS, L.P., a Virginia limited partnership, or its permitted assigns (“Purchaser”).

R E C I T A L S

     A. Seller owns that certain real property located in the City of Richardson in Dallas County, Texas (the “State”), consisting of approximately 9.833 acres of land, commonly known as “Mission Preston Wood Apartments,” and more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the “Land”), together with the improvements located thereon, containing 194 apartment units, and all other improvements located thereon (the “Improvements”).

     B. Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, all of Seller’s right, title and interest in and to the Property (hereinafter defined) for the price and on the terms and conditions hereinafter set forth.

     C. The date Purchaser receives a fully executed original counterpart of this Agreement shall be the “Effective Date.”

     NOW, THEREFORE, in consideration of the foregoing, the covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

     2. DESCRIPTION OF THE PROPERTY

          Seller hereby agrees to sell and convey to Purchaser and Purchaser hereby agrees to purchase from Seller all of Seller’s right, title and interest in and to the following:

          (a) The Land, together with the Improvements;

          (b) All of Seller’s interest as lessor in all leases covering the Land and the Improvements (said leases, together with any and all amendments, modifications or supplements thereto, are hereinafter referred to collectively as the “Leases” and are identified in the Rent Roll (hereinafter defined) attached hereto as Exhibit B);

          (c) All rights, privileges, easements and appurtenances appertaining to the Land and the Improvements including, without limitation, all easements, rights-of-way and other appurtenances used, connected with or inuring to the beneficial use or enjoyment of the Land and the Improvements. The Land, the Improvements and all such rights, privileges, easements and appurtenances (including, without limitation, Seller’s interest as lessor under the Leases) are sometimes hereinafter collectively referred to as the “Real Property;”

          (d) All personal property, equipment, supplies and fixtures (collectively, the “Personal Property”) owned by Seller and used in the operation of the Real Property including, without limitation, all property described in Exhibit C attached hereto; and

          (e) All intangible property used in connection with the foregoing including, without limitation, all trademarks, trade names (including, without limitation, the exclusive right to use the name “Mission Preston Wood Apartments”), and the contract rights, licenses (to the extent transferable), permits (to the extent transferable) and warranties (to the extent transferable), more particularly described in Exhibit D attached hereto (the “Intangible Personal Property”). The Real Property, the Personal Property and the Intangible Personal Property are sometimes hereinafter collectively referred to as the “Property.”

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          (f) All of Seller’s right, title and interest in and to the Assumed Loan (as hereinafter defined).

     3. THE PURCHASE PRICE

          The purchase price for the Property is Nine Million Seven Hundred Thirty-Three Thousand and No/100 Dollars ($9,733,000.00) (the “Purchase Price”) and shall be paid to Seller as follows:

          (a) Earnest Money.

          (i) Within three (3) business days after the Effective Date, Purchaser shall deliver to Seller a Promissory Note in the form attached hereto as Exhibit E and in face amount of one percent (1%) of the Purchase Price, or Ninety Seven Thousand Three Hundred Thirty and No/100 Dollars ($97,330.00), which is referred to in this Agreement as the “Earnest Money Note”. The Earnest Money Note shall be returned to Purchaser (A) in the event of failure to close this transaction by reason of a default by Seller or if Purchaser is expressly otherwise entitled to the return of the Earnest Money Note pursuant to the terms of this Agreement or (B) at Closing.

          (ii) If the transaction contemplated by this Agreement closes in accordance with the terms and conditions of this Agreement, at Closing (as hereinafter defined), the Earnest Money Note shall be returned to Purchaser and shall not be credited toward the Purchase Price.

          (b) Payment at Closing. At Closing, Purchaser shall pay to Seller the Purchase Price less the outstanding balance of the Assumed Loan and plus or minus the adjustments and prorations required by this Agreement (the “Net Purchase Price”). The Net Purchase Price shall be paid in the form of limited partner units (the “OP Units”) in Purchaser, which OP Units represent a limited partner interest in Purchaser with the rights and preferences

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as set forth in Purchaser’s Amended and Restated Agreement of Limited Partnership dated as of August 27, 2010, a copy of which is attached hereto as Exhibit F (the “Partnership Agreement”) and which OP Units shall be paid to the beneficial interest holders in Seller (the “Beneficial Owners”) as set forth herein. The total number of OP Units to be delivered by Purchaser to the Beneficial Owners shall be determined by dividing the Net Purchase Price by nine (9), and rounding up such number such that each Beneficial Owner shall receive a whole number of OP Units. Seller shall notify Purchaser and certify to Purchaser as true and correct the percentage ownership interest of each Beneficial Owner at or before Closing.

          (c) Notwithstanding that the Property shall be conveyed to Purchaser at Closing and that the Purchaser shall be irrevocably committed, as of Closing, to issue the OP Units in the amount described in Section 3(b) above, the Purchase Price shall be paid to the respective Beneficial Owners by issuance of the OP Units, on a rolling basis, if necessary, only upon Purchaser’s receipt from Seller, on behalf of that particular Beneficial Owner, of the following: (i) a counterpart signature page to the Partnership Agreement executed by such Beneficial Owner, (ii) an affidavit from such Beneficial Owner in the form attached hereto as Exhibit L-1, (iii) if such Beneficial Owner desires to enter into the Tax Protection Agreement, a counterpart signature page to the Tax Protection Agreement executed by such Beneficial Owner in the form attached hereto as Exhibit H, (iv) an IRS Form W-9, (v) a limited power of attorney in the form attached hereto as Exhibit N, and (vi) any other information or documents that may be required by Article IX of the Partnership Agreement, provided, however, that any distributions that otherwise would be payable to such Beneficial Owners during the period between the Closing and the delivery of such documents and information shall be held by the Purchaser for the benefit of such Beneficial Owners and be released to them simultaneously with

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the issuance of OP Units to such Beneficial Owners. In the event that any particular Beneficial Owner fails to deliver any of the foregoing documents within sixty (60) days following the Closing, such Beneficial Owner shall become an economic interest holder in Purchaser, as described in Section 9.01(c) of Purchaser’s Partnership Agreement, and the distributions held on the Beneficial Owner’s behalf shall be distributed to such Beneficial Owner (subject in all events to any applicable withholding taxes, including, but not limited to, FIRPTA withholding and federal income tax backup withholding). Additionally, Seller shall request from each Beneficial Owner (and Seller shall use diligent efforts to obtain from each Beneficial Owner and deliver to Purchaser) an executed certification as to such Beneficial Owner’s tax basis in its interest in the Seller in the form attached hereto as Exhibit G (which tax basis shall be as of the end of the tax year reflected in the final income tax returns most recently filed by such Beneficial Owner with the applicable taxing authorities). If any Beneficial Owner does not execute and deliver the certification of tax basis in the form attached hereto as Exhibit G within sixty (60) days following the Closing (but not later than the end of the calendar year of Closing), then such Beneficial Owner shall be assumed to have no income tax basis in their beneficial interest in Seller, and Purchaser will elect to use the “remedial method” of making Internal Revenue Code Section 704(c) allocations as provided in Treasury Regulations Section 1.704-3(d) with respect to the beneficial interest in Seller.

          (d) Subject to the terms and conditions of this Agreement, Seller shall assign to Purchaser and Purchaser shall assume from Seller, the Assumed Loan.

     4. TITLE

          (a) Within three (3) business days after the Effective Date, Purchaser shall order, at Purchaser’s expense, from Chicago Title Insurance Company (in such capacity, “Title Insurer”), whose address is 5501 LBJ Freeway, Suite 200, Dallas, Texas 75240, Attention:

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Debbie Moore, an owner’s title commitment on the Real Property and a commitment to endorse the existing mortgagee policy for the Assumed Loan from the title insurance company that issued such mortgagee policy (collectively, the “Commitment”), together with legible copies of all documents relating to the title exceptions referred to in the Commitment.

          (b) Within three (3) business days after the Effective Date, Purchaser shall order, at Purchaser’s own expense, an updated survey of the Real Property sufficient to enable Title Insurer to issue an ALTA owner’s policy of title insurance (the “Survey”), showing lot lines and monuments, building lines, easements both burdening and benefiting the Real Property, utilities, including water and sewer lines to the point of connection with the public system, the Improvements (including parking spaces), encroachments, if any, on the Real Property or over adjoining properties, and other matters located on or affecting the Real Property, together with a certificate as to whether the Real Property lies within a flood zone as determined by the U.S. Department of Housing and Urban Development. The Survey shall be certified as true and correct by the surveyor for the benefit of Purchaser, the Purchaser’s lender and Title Insurer.

          (c) If the Commitment or Survey discloses exceptions to title objectionable to Purchaser, in its sole discretion, as to the Property (except for the first mortgage lien encumbering the Property and securing the loan from Deutsche Banc Mortgage Capital, L.L.C. in the original principal sum of $8,400,000.00, of which $8,400,000.00 is outstanding as of the Effective Date, which loan shall be assumed by Purchaser at Closing (the “Assumed Loan”)) Purchaser shall deliver a copy of the Title Commitment and the Survey to Seller and shall so notify Seller within ten (10) business days following Purchaser’s receipt of the latest to be received of the Commitment and the Survey (the “Title Objection Date”), and Seller shall have ten (10) business days from the date of such notice to have each such unpermitted exceptions to

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title removed, or to have the Title Insurer commit to insure over such unpermitted exception, or to correct each such other matter. If within such ten (10) business day period, Seller fails to have each such unpermitted exception removed, insured over or corrected as aforesaid, Purchaser may elect within three (3) business days after such ten (10) business day period, as its sole and exclusive remedy in such event, to either (i) terminate this Agreement and immediately receive from Seller the Earnest Money Note, whereupon this Agreement shall be null and void and of no further force or effect (except for any obligations which expressly survive a termination of this Agreement), or (ii) elect to accept title to such Property subject to such objectionable exception (with a right to deduct from the Purchase Price any liens or encumbrances of a definite or ascertainable amount up to an aggregate of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) whereupon such exception(s) which had been objected to shall be deemed approved and shall constitute Permitted Encumbrances. If Purchaser fails to make either such election, Purchaser shall be deemed to have elected option (ii). Any matters disclosed by the Commitment or the Survey and not objected to by Purchaser on or before the Title Objection Date (other than those relating to the Assumed Loan) shall be deemed approved by Purchaser and shall constitute Permitted Encumbrances. If requested by Purchaser, Seller shall deliver to the Title Company an affidavit required by the Title Company for an amendment to the rights of parties in possession exception to “rights of apartment tenants in possession, as apartment tenants only, pursuant to written but unrecorded rental or lease agreements”.

     5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER

          Seller hereby represents, warrants and covenants to Purchaser that the following matters are true and correct as of the execution of this Agreement and will also be true and correct as of the Closing, and all references to “Seller’s actual knowledge” shall mean the actual knowledge of Christopher C. Finlay or Jeff Goldshine:

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          (a) Seller is a statutory trust duly formed and validly existing under the laws of the State of Delaware. This Agreement has been, and all the documents executed by Seller which are to be delivered to Purchaser at the Closing will be, duly authorized, executed and delivered by Seller and will be legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the right of contracting parties generally), will be sufficient to convey title (if they purport to do so) and will not violate any provisions of any material agreement to which Seller is a party or to which the Property or Seller is subject or bound. Subject to the satisfaction of Section 8(a)(i) below, no consent, waiver or approval by any third party is required in connection with the execution and delivery by Seller of this Agreement or the performance by Seller of the obligations to be performed by Seller under this Agreement.

          (b) Except as set forth on Exhibit M attached hereto, Seller has not received from any governmental authority written notice, and Seller has no actual knowledge (without any duty of inquiry or investigation) of any violation of any zoning, building, fire or health code or any other statute, ordinance, rule or regulation applicable to the Property, or any part thereof, that will not have been corrected prior to Closing nor, to Seller’s actual knowledge, has it received any written notice from any governmental authority regarding any change to the zoning classification or any proceedings to widen or realign any streets or highways adjacent to the Property or of any condemnation proceedings.

          (c) To Seller’s actual knowledge, (i) the operating statements, income and expense reports and all other contracts or documents required to be delivered to Purchaser pursuant to this Agreement are true, correct and complete copies; and (ii) all contracts or

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documents required to be delivered to Purchaser pursuant to this Agreement are in full force and effect, without material default by any party and without any right of set-off except as disclosed in writing at the time of such delivery.

          (d) There is no master lease of the Property to any affiliate of Seller, or if such master lease exists, Seller shall cause such master lease to be terminated at Closing without Purchaser paying any termination fee. The Rent Roll attached hereto as Exhibit B is true, correct and complete in all material respects as of the date set forth on the Rent Roll. As of the Closing, the Rent Roll delivered at the Closing will be true, correct and complete. The copies of the Leases delivered to Purchaser are true, correct and complete copies and, to Seller’s actual knowledge, are in full force and effect, without default by any party and without any right of setoff, except as expressly provided by the terms of such Leases or as disclosed on the Rent Roll attached hereto. The copies of the Leases and other agreements with the tenants under the Leases (the “Tenants”) delivered to Purchaser pursuant to this Agreement constitute the entire agreements with such Tenants relating to the Real Property, have not been materially amended, modified or supplemented, except for such amendments, modifications and supplements delivered to Purchaser, and there are no other leases or tenancy agreements affecting the Real Property.

          (e) Exhibit J attached hereto is a true and complete schedule of all of the Contracts (as hereinafter defined in Section 7), true, complete and correct copies of which have been delivered to Purchaser for Purchaser’s approval within ten (10) business days hereof. Exhibit J-1 attached hereto is a true and correct copy of the management agreement currently in effect with respect to the Property. To Seller’s actual knowledge, the Contracts are in full force and effect, without material default by any party and without any claims made for the right of

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setoff, except as expressly provided by the terms of such Contracts or as disclosed to Purchaser in writing at the time of such delivery. The Contracts constitute the entire agreements with such vendors relating to the Property, have not been materially amended, modified or supplemented, except for such amendments, modifications and supplements as have been delivered to Purchaser, and there are no other agreements with any third parties (excluding, however, the Leases and Permitted Encumbrances) affecting the Property which will survive the Closing.

          (f) At the Closing, there will be no outstanding contracts made by Seller for the construction or repair of any improvements to the Improvements which have not been fully paid for, and Seller shall cause to be discharged all mechanics’ or materialmen’s liens arising from any labor or materials furnished to the Improvements prior to the Closing.

          (g) Except as set forth in Exhibit K attached hereto, there are no pending or, to Seller’s actual knowledge (without any duty of inquiry or investigation), threatened legal proceedings or actions of any kind or character affecting the Property or Seller’s interest therein, including, without limitation, condemnation proceedings.

          (h) Seller has not received any actual written notice, and Seller has no actual knowledge (without any duty of inquiry or investigation) of any civil, criminal or administrative suit, claim, hearing, violation, investigation, proceeding or demand pending or threatened against Seller or the Property relating in any way to a Release or compliance with Environmental Laws. For purposes of this Agreement, the phrase “Environmental Laws” shall mean any federal, state or local law, statute, ordinance, order, decree, rule or regulation and any common laws regarding health, safety, radioactive materials, or the environment, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq. (“CERCLA”); the Resource Conservation and Recovery Act, 42

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U.S.C. § 6901, et seq. (“RCRA”); the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq. (“TSCA”), the Occupational, Safety and Health Act, 29 U.S.C. § 651, et seq. (“OSHA”), the Clean Air Act, 42 U.S.C. § 7401, et seq. (“CAA”), the Federal Water Pollution Control Act, 33 U.S.C. § 1251, et seq. (“FWPCA”), the Safe Drinking Water Act, 42 U.S.C. § 3001, et seq. (“SDWA”), the Hazardous Materials Transportation Act, 49 U.S.C. § 1802, et seq. (“HMTA”) and the Emergency Planning and Community Right to Know Act, 42 U.S.C. § 11001, et seq. (“EPCRA”), the Endangered Species Act of 1973, 16 U.S.C. § 1531 et seq. (“ESA”), the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq. (“FIFRA”) and other comparable federal, state or local laws, each as amended, and all rules, regulations and guidance documents promulgated pursuant thereto or published thereunder. The phrase “Hazardous Materials” shall mean each and every element, compound, chemical mixture, contaminant, pollutant, material, waste or other substance which is defined, determined or identified as hazardous or toxic under Environmental Laws or the Release of which is regulated under Environmental Laws. The term “Release” shall mean the discharge, disposal, deposit, injection, dumping, spilling, leaking, leaching, placing, presence, pumping, pouring, emitting, emptying, escaping, or other release of any Hazardous Material. For purposes of the representations and warranties set forth in this Section 5(h), “Hazardous Materials” shall not include consumer products, office supplies, pool chemicals and cleaning and maintenance supplies stored and used in the ordinary course of operation of the Property and in compliance with applicable Environmental Laws.

          (i) As of the Effective Date, the outstanding principal balance of the Assumed Loan is $8,400,000.00. All accrued interest has been paid to date. Seller has timely paid all amounts and performed all monetary obligations required of it by the loan documents pursuant to

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which the Assumed Loan was made (the “Assumed Loan Documents”). As of July 31, 2010, the amount of escrows or reserves held by Seller for maintenance and capital repairs to the Property is $1,055.00 and the amount held for such purposes by the Assumed Loan Lender (as hereinafter defined) is $89,880.00. Seller has received no written notice of any defaults under the Assumed Loan Documents, and to Seller’s actual knowledge (without any duty of inquiry or investigation), no defaults are pending under the Assumed Loan Documents and no facts or circumstances exist which, with the passage of time and/or the giving of notice, would constitute a material default under the Assumed Loan Documents. The Assumed Loan is a “qualified liability” within the meaning of Treasury Regulations section 1.707-5(a)(6) that was incurred more than two years prior to the Effective Date and has encumbered the Property throughout the two-year period prior to the Effective Date.

          (j) Seller is not a foreign limited partnership, person or other entity within the meaning of Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), and Seller will furnish to Purchaser, prior to the Closing, an affidavit in the form attached hereto as Exhibit L.

          (k) Seller represents and warrants to Purchaser that, as of the Closing, each of the warranties and representations set forth in this Section 5 shall be true, complete and correct in all material respects except for changes in the operation of the Property occurring prior to Closing which are specifically permitted by this Agreement, and that all management contracts pertaining to the Property shall be terminated (at no cost to Purchaser) at Closing unless otherwise directed in writing by Purchaser. In the event that, prior to Closing, Purchaser discovers a material breach of a representation or warranty contained in this Agreement and made by Seller, Purchaser may, as its sole and exclusive remedy, either (i) terminate this

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Agreement and receive back the Earnest Money Note, and in the event such material breach is also intentional, a reimbursement of Purchaser’s actual out-of-pocket costs and expenses incurred in connection the transaction contemplated by this Agreement (including, without limitation, reasonable attorneys’ fees) up to a maximum of Ninety Seven Thousand Three Hundred Thirty and No/100 Dollars ($97,330.00) (the “Cap”), or (ii) waive such breach and proceed to Closing with no reduction in the Purchase Price.

     6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER

          (a) Purchaser is a limited partnership duly formed and validly existing under the laws of the Commonwealth of Virginia. Purchaser hereby represents and warrants to Seller that this Agreement has been, and all the documents to be delivered by Purchaser to Seller or any Beneficial Owners, as applicable, at the Closing (including, without limitation, all documents in connection with the assumption of the Assumed Loan and the issuance of the OP Units, to the extent executed by Purchaser) will be, duly authorized, executed and delivered by Purchaser, are, and in the case of the documents to be delivered will be, legal and binding obligations of Purchaser, are, and in the case of the documents to be delivered will be, enforceable in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally), and do not, and will not at the Closing, violate any provisions of any material agreement to which Purchaser is a party.

          (b) Purchaser is sophisticated and experienced in the acquisition, ownership and operation of multi-family housing projects similar to the Property, and has full knowledge of all applicable federal, state and local laws, rules, regulations and ordinances in connection therewith.

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          (c) No pending or, to the knowledge of Purchaser, threatened litigation exists which if determined adversely would restrain the consummation of the transactions contemplated by this Agreement or would declare illegal, invalid or non-binding any of Purchaser’s obligations or covenants to Seller hereunder.

          (d) The issuance of the OP Units has been duly authorized, and when the OP Units are issued to the applicable Beneficial Owners who have executed and delivered to Purchaser the documents required by Section 3(c) hereof, such newly issued OP Units will be validly issued by Purchaser and will be free and clear of liens and encumbrances (but shall be subject to the provisions of the Partnership Agreement). The Partnership Agreement attached hereto is a true and complete copy thereof. There are no pending or, to Purchaser’s actual knowledge (without any duty of inquiry or investigation), threatened legal proceedings or actions against the Purchaser which if adversely determined would have a material adverse effect on Purchaser’s finances or assets as a whole.

     7. SELLER’S DELIVERIES

          (a) Seller has delivered or made available on a secure data base (and if not previously delivered or made available in the data base, Seller will deliver to Purchaser no later than five (5) days following the request by Purchaser), the following documents and the documents listed on Exhibit A-1 (the “Due Diligence Documents”), to the extent in Seller’s possession or reasonable control, and Seller shall deliver any updates to the Due Diligence Documents, if any, as and when requested by Purchaser or Assumed Loan Lender:

          (i) A current rent roll pertaining to the Real Property (the “Rent Roll”) setting forth in respect of each Tenant unit: the name of the Tenant occupying such unit, the security deposit or other deposit paid by the Tenant and held by Seller, the term of the Lease for such unit, the commencement date for the term of the Lease for

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such space, the annual rent for each unit and the expiration date of the term of such Lease.

          (ii) A statement of insurance coverage and premiums by policy type and copies of insurance policies for the fire, extended coverage and public liability insurance maintained by or for the benefit of Seller (the “Existing Insurance Policies”), provided that Seller need not deliver such Policies to the extent coverage is provided by Seller’s blanket policies.

          (iii) A copy of all income and expense statements, year end financial and monthly operating statements for the Property (the “Operating Statements”) for the three (3) most recent full calendar years prior to the Closing and, to the extent available, the current year, and copies of operating budgets for the current fiscal year.

          (iv) A copy of “as built” plans and specifications of the Improvements (together with any other plans and specifications relating to the Real Property in the possession or control of Seller).

          (v) Copies of any inspection, soils, engineering, environmental or architectural notices, plans, diagrams, studies or reports in the possession or control of Seller which relate to the physical condition or operation of the Real Property or the Personal Property or recommended improvements thereto.

          (vi) A copy of the bill or bills issued for the most recent year for which bills have been issued for all real estate taxes (including assessed value) and personal property taxes, and a copy of any and all notices in the possession or control of Seller pertaining to real estate taxes or assessments applicable to the Real Property or the Personal Property (the “Tax Bills”).

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          (vii) A copy of all outstanding management, leasing, maintenance, repair, service, pest control and supply contracts (including, without limitation, janitorial, scavenger and landscaping agreements), equipment rental agreements, all contracts for repair or capital replacement to be performed at the Real Property, all contracts in Seller’s possession or control for repair or capital replacement covering work performed at the Real Property during the three (3) years immediately preceding the date hereof if the contract price was in excess of $10,000, and any other contracts relating to or affecting the Property (other than Leases) which will be binding upon the Property or Purchaser subsequent to the Closing, all as amended (collectively, the “Contracts”).

          (viii) A copy of all Leases and any other agreements which are in effect thereto with the Tenants of the Real Property, all as amended, together with any financial statements of such Tenants (to the extent such disclosure or financial statements are not restricted by any applicable confidential agreement and to the extent such financial statements are in the possession or control of Seller).

          (ix) Copies of all certificate(s) of occupancy, licenses, permits, authorizations and approvals in the possession or control of Seller which were obtained by Seller with respect to the Property, or any portion thereof, occupancy thereof or any present use thereof, including, without limitation, such permits as are necessary for the present operation of the Property with full use of all Improvements located thereon (the “Governmental Approvals”).

          (x) A copy of all guarantees and warranties relating to the Property in the possession or control of Seller and a copy of all of the Assumed Loan Documents.

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          (xi) Copies of pending insurance claims or litigation documents relating to the Property.

          (xii) Any other documents and information in the possession or control of Seller reasonably requested by Purchaser and used or useful in connection with Seller’s ownership or operation of the Property.

          (b) Purchaser and its agents or representatives shall have no right to enter upon the Property except with Seller’s prior approval, which shall not be unreasonably withheld. Any such entry shall be upon not less than forty-eight (48) hours’ prior notice (except as otherwise set forth herein), shall be during normal business hours and shall be for the sole purpose of examining or inspecting the Property, including for the purpose of allowing Assumed Loan Lender to examine or inspect the Property, and such rights shall include the right to conduct a Phase I Environmental Site Assessment (a “Phase I”); provided that (i) no such entry upon the Property shall interfere with the operations of Seller’s business on the Property or the rights of tenants, and (ii) Purchaser maintains (and upon Seller’s request shall furnish to Seller a certificate of insurance evidencing the same) insurance insuring Seller against loss by reasons of matters set forth in the following sentence. Purchaser hereby agrees to pay, protect, defend, indemnify and save Seller harmless against all liabilities, obligations, claims (including mechanic’s lien claims), damages, penalties, causes of action, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) imposed upon, incurred by or asserted against Seller involving either bodily injury or property damage in connection with or arising out of the entry by Purchaser or its agents or representatives upon the Property, either prior to or after execution and delivery of this Agreement and caused by Purchaser’s employees, agents or independent contractors and the actions of such persons on the Property. In

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the event any portion of the Property is or has been damaged or excavated by Purchaser, its employees, agents or independent contractors, Purchaser agrees to return the Property to its condition immediately prior to such damage or excavation. Any inspection of units shall be made during ordinary business hours upon forty-eight (48) hours’ prior written notice to Seller, subject to rights under the Leases. Notwithstanding anything contained in this Agreement to the contrary, Purchaser shall have no right to conduct a Phase II Environmental Site Assessment (a “Phase II”) unless (i) the results of Purchaser’s or its lender’s Phase I recommends such Phase II, and (ii) Seller consents to such Phase II, which consent shall not be unreasonably withheld. In the event that Seller fails to grant its consent to such Phase II, or in the event that the lender of the Assumed Loan (the “Assumed Loan Lender”) is not satisfied with the results of such lender’s inspections, examinations and investigations of the Property within the Lender’s Approval Period (as defined in Section 8(a)(i) below), then Purchaser may, as its sole remedy, terminate this Agreement, whereupon the Earnest Money Note shall be returned to Purchaser, and neither party shall have any rights or obligations under this Agreement except those that expressly survive a termination of this Agreement.

          (c) Notwithstanding any provision to the contrary herein, including, without limitation, any provision stating that this Agreement shall become null and void following a return or application of the Earnest Money Note or any portion thereof, Purchaser’s obligations under this Section 7 shall survive the expiration or termination of this Agreement, and shall survive Closing.

          (d) Purchaser hereby acknowledges and agrees that it has no rights of inspection or examination of the Property except as set forth herein, provided, however, that in no event shall any discoveries or findings made during such inspections or examinations entitle

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Purchaser to terminate this Agreement except as expressly set forth herein, it being the intent of the parties hereto that, except as expressly set forth herein, Purchaser has no due diligence period under this Agreement.

          (e) Purchaser shall give Seller written notice of those Contracts Purchaser desires Seller to terminate not less than forty-five (45) days prior to Closing, and Seller shall arrange to terminate those Contracts designated by Purchaser as of the Closing.

          (f) PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5 OR OTHERWISE IN THIS AGREEMENT, SELLER IS SELLING AND PURCHASER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT PURCHASER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical condition of the Property, including, but not limited to, the structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing, sewage and utility systems, facilities and appliances, (ii) the quality, nature, adequacy and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property, (vi) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants,

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conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence of Hazardous Materials on, under or about the Property or the adjoining or neighboring property, (viii) the quality of any labor and materials used in any improvements on the Real Property, (ix) the condition of title to the Property, (x) the Leases or Contracts and (xi) the economics of the operation of the Property.

          (g) Without limiting the above, except with respect to a breach by Seller of any of the representations and warranties contained in Section 5 hereof or Seller’s obligations hereunder, or Seller’s fraud, Purchaser on behalf of itself and its successors and assigns waives its right to recover from, and forever releases and discharges, Seller, Seller’s affiliates, Seller’s investment manager, the partners, trustees, shareholders, directors, officers, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns, from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the physical condition of the Property or any law or regulation applicable thereto, including, without limitation, the Environmental Laws.

          (h) The provisions of this Section 7 shall survive the Closing.

     8. CONDITIONS PRECEDENT TO CLOSING

          (a) The following shall be conditions precedent to Purchaser’s obligation to consummate the purchase and sale transaction contemplated herein (“Purchaser’s Conditions Precedent”):

          (i) Prior to the expiration of the period commencing on the Effective Date and continuing for ninety (90) days thereafter (as such initial 90-day period may be

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extended by Purchaser as provided below, the “Lender’s Approval Period”), Purchaser shall have obtained, on terms acceptable to Purchaser in its sole discretion, approval from the Assumed Loan Lender for the assumption of the Assumed Loan by Purchaser, the assignment of the Assumed Loan by Seller and the release of Seller or any guarantor of the Assumed Loan affiliated with Seller from their respective obligations under the Assumed Loan Documents from and after the Closing, and shall have delivered reasonably satisfactory written evidence of the same to Seller (the “Assumption Approval”). The “Assumption Approval” shall be deemed to include (1) the satisfactory completion by the Assumed Loan Lender of all diligence investigations, inspections and tests, and (2) the full negotiation and final approval of the Loan Assumption Documents (as defined below) by Purchaser, Seller and the Assumed Loan Lender. Purchaser shall have the one-time right to extend the initial 90-day Lender’s Approval Period for an additional period of up to ninety (90) days, provided that (A) Purchaser delivers written notice to Seller of its election to so extend the initial 90-day Lender’s Approval Period five (5) business days prior to the expiration of the initial 90-day Lender’s Approval Period (the “Extension Notice”), (B) simultaneously with Purchaser’s delivery of the Extension Notice, Purchaser shall deliver to Seller an additional Promissory Note in the form attached hereto as Exhibit E and in the face amount of one percent (1%) of the Purchase Price, or Ninety Seven Thousand Three Hundred Thirty and No/100 Dollars ($97,330.00) (which, for purposes of this Agreement, shall be deemed to constitute and be a part of the “Earnest Money Note” and shall be held by Seller pursuant to the terms of Section 3 above), and (C) Assumed Loan Lender shall not have refused to grant the Assumption Approval at any time prior to Purchaser’s delivery of the Extension Notice.

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Seller agrees to cooperate with and to take all reasonable action to facilitate Purchaser’s receipt of the Assumption Approval, however, Purchaser shall be solely responsible to pay to Assumed Loan Lender any and all costs, fees and expenses required in connection with the Assumed Loan assignment, assumption and release (other than Seller’s legal fees to review the Loan Assumption Documents). Purchaser and Seller shall execute and deliver at Closing, a loan assumption agreement and any other documents required in connection with the assignment and assumption of the Assumed Loan and the release of Seller and any guarantor affiliated with Seller on the terms reflected in the Assumption Approval, in form and content reasonably satisfactory to Purchaser and Seller (the “Loan Assumption Documents”). In the event that Seller or Purchaser fails to execute and deliver the Loan Assumption Documents or the Assumed Loan Lender fails to approve the assignment, assumption and release as aforesaid, either Seller or Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the Earnest Money Note to Purchaser. Purchaser shall apply to Assumed Loan Lender for Assumption Approval within sixty (60) days after the Effective Date (the “Assumption Commencement”) and use good faith and diligent efforts to obtain such consent from the Assumed Loan Lender prior to the expiration of the Lender’s Approval Period; provided, however, so long as Purchaser complies with its obligations under this Section 8(a), in no event shall Purchaser have any liability for its failure to achieve such consent.

          (ii) Prior to the expiration of the Lender’s Approval Period, the OP Units to be issued to the Beneficial Owners pursuant to this Agreement, together with the

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OP Units to be issued by Purchaser to the beneficial interest holders of the seven other Delaware statutory trusts known as Mission Barton Creek, DST, Mission Battleground Park, DST, Mission Briley Parkway, DST, Mission Capital Crossing, DST, Mission Mayflower Downs, DST, Mission Brentwood, DST, and Mission Tanglewood, DST (collectively, the “Other DSTs”) in accordance with the seven purchase and sale agreements of contemporaneous date herewith between Purchaser and the Other DSTs shall have been duly registered (collectively, the “Registrations”) pursuant to an effective registration statement with the U.S. Securities and Exchange Commission (“SEC”) and in each state or provincial jurisdiction where registration is required in accordance with all applicable federal, state and provincial laws, rules and regulations (each, a “Registration Statement” and collectively, the “Registration Statements”). Purchaser agrees to use good faith and diligent efforts to prepare and file the Registration Statements and to cause the Registration Statements to be declared effective in each jurisdiction where required, and shall commence the process of obtaining the Registrations within the Assumption Commencement. Seller agrees to provide Purchaser and its auditor with reasonable assistance and cooperation, at no cost or expense to Seller, in preparing the Registration Statements, including, without limitation, by providing Seller with access to any audited and unaudited financial statements previously prepared by Seller and its auditors, bank statements, general ledgers, accountant’s work papers, property records, and such other books and records as Purchaser may reasonably request, and by providing an assurance or representation letter on Purchaser’s auditor’s form and a response to the Audit Inquiry Letter (as defined below) from Seller’s counsel on such counsel’s standard form of response to an audit inquiry letter, all in order to prepare such

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Registration Statements (provided that in no event shall Seller or any affiliate of Seller have any liability to Purchaser or its auditor for the assurances or representations made therein). In the event that the Purchaser’s Condition Precedent contained in this Section 8(a)(ii) is not satisfied prior to the expiration of the Lender’s Approval Period, Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the Earnest Money Note to Purchaser. In the event that (a) the OP Units are duly registered pursuant to a Registration Statement that has been declared effective by the SEC and by each other jurisdiction where each of the Beneficial Owners reside, but the Registration Statement is not yet effective in certain other jurisdictions where each of the beneficial owners of the Other DSTs reside, and (b) Purchaser has received comments and feedback on the Registration Statements from each jurisdiction such that Purchaser reasonably determines that material changes will be required to the disclosure statement contained in the Registration Statement before it will become effective in those remaining jurisdictions in accordance with the laws, rules and regulations of each such jurisdiction, then Purchaser may elect to defer Closing on the Property under this Agreement until such time as the Registration Statements become effective in such other jurisdictions or the Purchaser believes no further material changes will be required to the disclosure statement contained in the Registration Statements. For the avoidance of doubt, Seller and Purchaser intend to proceed to Closing as soon as reasonably practicable, and Purchaser will only defer Closing to the extent it has a reasonable belief that material changes to the disclosure statement contained in the Registration Statements will be required. Purchaser

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will provide regular status updates to Seller with respect the effectiveness of the Registration Statements in each jurisdiction, and, to the extent Purchaser believes a material change to the disclosure statement contained in the Registration Statements will be required, Purchaser will share any correspondence received from any jurisdiction on the issue and will discuss the issue with Seller and explain the basis of Purchaser’s belief that such a material change will be required. Notwithstanding the foregoing, Seller understands and acknowledges that any determination regarding the materiality of any change in or issue relating to the Registration Statement shall be made by Purchaser.

          (iii) Immediately following the time that the Registration Statement filed with the SEC and each applicable state or other jurisdiction is declared effective, Seller shall have confirmed to Purchaser its acceptance of the Net Purchase Price in the form OP Units, which acceptance shall be in Seller’s sole discretion.

          (iv) Title shall have been approved by Purchaser under Section 4 with Title Insurer standing ready to issue an owner’s policy of title insurance (and an endorsement to the existing mortgagee’s title insurance policy in the form required by the Assumed Loan Lender) in the form customarily delivered in the State insuring Purchaser’s interest in the Real Property, dated the day of the Closing, with liability in the amount of the Purchase Price, subject only to the Permitted Encumbrances and the encumbrances related to the Assumed Loan, together with such endorsements as Purchaser reasonably may require and as are available in the State in which the Real Property is located (the “Title Policy”).

          (v) Seller shall have executed and delivered to Purchaser a certificate (the “Certificate”) in the form attached hereto as Exhibit M updating the representations

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and warranties of Seller through Closing, which Certificate Seller covenants to deliver unless material new matters or knowledge of a material defect arises, in which case Seller shall deliver a Certificate stating such matter. Purchaser may then (i) waive such matter and consummate the transaction contemplated hereby or (ii) terminate this Agreement, in which case neither party shall have any further obligations or liabilities hereunder and any documents shall be returned to the party depositing the same and the Earnest Money shall be returned to Purchaser.

          (vi) There shall be no Hazardous Materials at the Property that were not shown in the Phase I or Phase II (if applicable).

          In the event that any Purchaser’s Conditions Precedent is not satisfied, Purchaser shall give written notice thereof to the Seller, and unless Purchaser waives such Purchaser’s Conditions Precedent, this Agreement shall terminate and both Seller and Purchaser shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Section 7, and the Earnest Money Note shall be returned to Purchaser.

          (b) As a condition precedent to Seller’s obligations to consummate the purchase and sale transaction contemplated herein (“Seller’s Conditions Precedent”), (i) Purchaser shall have duly performed in all material respects each and every covenant and agreement to be performed by Purchaser pursuant to this Agreement, (ii) Purchaser’s representations, warranties and covenants shall be true and correct in all material respects as of the Closing Date, (iii) Assumed Loan Lender shall have granted the Assumption Approval pursuant to the terms of Section 8(a)(i) above, and (iv) Purchaser shall have obtained the Registrations pursuant to the terms of Section 8(a)(ii) above. In the event that any Seller’s

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Conditions Precedent are not satisfied, Seller shall give written notice thereof to the Purchaser, and unless Seller waives such Seller’s Conditions Precedent, this Agreement shall terminate and both Purchaser and Seller shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Section 7.

     9. ADDITIONAL COVENANTS OF SELLER

          Seller hereby covenants with Purchaser, as follows:

          (a) Seller shall not enter into any Contract with respect to the Property which will survive the Closing or will otherwise affect the use, operation or enjoyment of the Property after the Closing, unless Seller first shall have obtained Purchaser’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. If Purchaser has not notified Seller within five (5) business days of receipt of a request for approval of its decision, Purchaser shall be deemed to have approved the matter.

          (b) The Existing Insurance Policies, or equivalent coverage, shall remain continuously in force through the day of the Closing.

          (c) At all times prior to the Closing, Seller shall (i) operate and manage the Property in substantially the same manner it presently operates and manages the Property (provided, however, that Seller shall not be required to make any capital repairs to the Property or any component thereof) and Seller, shall not make any withdrawals from any capital reserve accounts in amounts in excess of $10,000.00 without providing written notice to Purchaser, (ii) maintain all material present services, (iii) maintain the Property in good repair and working order, reasonable wear and tear excepted, and (iv) perform when due all of Seller’s material obligations under the Leases, the instruments securing any mortgage lien on the Property, Contracts, Governmental Approvals and other agreements relating to the Property and otherwise in accordance with applicable laws, ordinances, rules and regulations affecting the Property.

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Prior to and as of the Closing, Seller shall cause all vacant units to be made rent-ready and available for occupancy based on standards and methods used by Seller prior to execution of this Agreement and shall cause all appliances in all vacant units to be clean and in working order (the “Appliance Standards”). Purchaser shall receive a credit of One Thousand and No/100 Dollars ($1,000.00) for each unit that became vacant on a date that is five (5) or more days prior to Closing and that is not rent-ready (as reasonably determined by Purchaser based on standards customary in the industry) and available for occupancy as of the day of Closing, provided that such $1,000.00 shall not include any costs to cause the appliances to meet the Appliance Standards. After full execution of this Agreement and until the Closing, Seller shall maintain all existing personnel on the Property in their current employment positions at their current rates of compensation. In the event of the Closing of the purchase of the Property, Purchaser shall not retain the existing employees and management agents of Seller for the Property, and, accordingly, on the Closing, Seller shall (i) cause all employment and management agreements respecting the Property to be terminated, and deliver evidence of such termination to Purchaser, and (iii) remove all employees and management personnel from the Property. Except for the obligation of Seller to use its reasonable efforts to fully enforce the material obligations of Tenants under the Leases, nothing contained in this Section 9(c) shall be deemed or construed as imposing any obligations of such Tenants onto Seller. Seller shall terminate, as of the day of the Closing, those of the Contracts designated in writing by Purchaser (no less than forty-five (45) days prior to Closing) which may by their terms be so terminated. None of the Personal Property shall be removed from the Real Property, unless replaced by Personal Property of equal or greater utility and value unless such Personal Property has no value or use at the Property.

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          (d) Seller shall pay or contest the same (with notice to Purchaser of any such contests) in full, prior to the Closing, all bills and invoices for labor, goods, utility charges, material and services of any kind relating to the Property.

          (e) Seller agrees to pay any brokerage or leasing fee or similar commission or other compensation with respect to the Leases, if any (“Leasing Commissions”), which is or will become due and payable prior to the Closing, except for lease renewals, or exercises of expansion options, entered into after the date of this Agreement which shall be Purchaser’s obligation if the Closing occurs. The amount of such fees or commissions due on an absolute basis prior to Closing will be credited against the Purchase Price payable by Purchaser at the Closing; provided, however, that all such fees or commissions or other compensation due or payable after the Closing on an absolute or contingent basis (including fees or commissions or other compensation with respect to renewals, but only to the extent disclosed on Exhibit I) shall become obligations of Purchaser after the Closing.

          (f) After the date hereof and prior to the Closing, (i) Seller shall not enter into any new leases with respect to the Property without Purchaser’s prior written consent unless such new leases are on Seller’s standard form residential lease, the rent and landlord concessions and incentives are consistent with Seller’s current practices, and the leases are otherwise entered into in the ordinary course of Seller’s business of leasing and operating the Property, (ii) except for leases described above, no part of the Property, or any interest therein, shall be alienated, liened, encumbered or otherwise transferred, and (iii) Seller shall make all payments of principal and interest required under any mortgages encumbering the Property due prior to the Closing.

          (g) Seller shall promptly notify Purchaser of any change in any condition with respect to the Real Property or of any event or circumstance which makes any representation or

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warranty of Seller to Purchaser under this Agreement materially untrue or misleading, or any covenant of Seller under this Agreement incapable or less likely of being performed.

          (h) Seller shall deliver to Purchaser on a monthly basis until Closing updated operating statements and Rent Rolls.

          (i) Seller shall not apply any tenant’s security deposit unless the tenant is out of its premises as of Closing.

          (j) Seller shall give Purchaser prompt notice of any fire or other casualty affecting the Property.

          (k) Seller shall give Purchaser prompt notice of any violation issued in writing and received by Seller by any governmental authorities with respect to the Property.

     10. SELLER’S CLOSING DOCUMENTS

          At the Closing, Seller shall deliver to Purchaser the following, in form and substance reasonably acceptable to Purchaser:

          (a) A special warranty deed executed by Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan.

          (b) A Bill of Sale, executed by Seller (the “Bill of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any.

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          (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable).

          (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing.

          (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals.

          (f) Any keys in the possession of Seller to all locks located in the Property.

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          (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction.

          (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto.

          (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct.

          (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

          (k) The Certificate.

          (l) A standard termite bond if Purchaser’s inspections reveal active infestation by wood destroying insects.

          (m) Executed counterparts of the Loan Assumption Documents.

          (n) The original Earnest Money Note.

          (o) Any other documents, instruments or agreements called for hereunder which have not previously been delivered and are reasonably necessary or required (A) by Title Insurer to issue the Title Policy or (B) by the Assumed Loan Lender or Purchaser in connection with the assumption of the Assumed Loan by Purchaser (including, the Loan Assumption Documents), the release of Seller or any guarantor that is affiliated with Seller from all obligations under the Assumed Loan from and after the Closing and the transfer from Seller to

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Purchaser of any and all escrow or reserve accounts related to the Property (whether held by Seller or the Assumed Loan Lender) and security deposits related to the Leases.

     11. PURCHASER’S CLOSING DOCUMENTS

          At the Closing, Purchaser shall deliver to Seller:

          (a) An executed counterpart of the Contract Assignment.

          (b) An executed counterpart of the Lease Assignment.

          (c) The Purchase Price, net of prorations, by issuance of the OP Units in accordance with the terms of Section 3(c) above.

          (d) Executed counterparts of the Loan Assumption Documents.

          (e) Reasonable proof of the authority of Purchaser’s signatories.

          (f) An executed counterpart of the Tax Protection Agreement in the form attached hereto as Exhibit H, for each Beneficial Owner that has also executed a Tax Protection Agreement.

          (g) The documents necessary to transfer the OP Units to each Beneficial Owner that has executed and delivered the documents required by Section 3(c).

          (h) Any other documents, instruments or agreements reasonably necessary to close the transaction as contemplated by this Agreement or by the Assumed Loan Lender or Seller in connection with the assignment of the Assumed Loan by Seller (including, the Loan Assumption Documents), the release of Seller or any guarantor that is affiliated with Seller from all obligations under the Assumed Loan from and after the Closing and the transfer from Seller to Purchaser of any and all escrow or reserve accounts related to the Property (whether held by Seller or the Assumed Loan Lender) and security deposits related to the Leases.

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     12. PRORATIONS AND ADJUSTMENTS

          The following shall be prorated and adjusted between Seller and Purchaser as of the day of the Closing, except as otherwise specified:

          (a) Collected Rents and other charges, other than for Tenants who owe Delinquent Rents (as hereinafter defined), shall be prorated by credit to Purchaser. Prepaid rents and other charges shall be credited to Purchaser. The rent and all other sums which are due and payable to Seller by any tenant but uncollected as of the Closing shall not be adjusted, but Purchaser shall cause the rent and other sums for the period prior to Closing to be remitted to Seller if, as, and when collected (but Purchaser shall not be required to take legal action for such amounts accruing prior to the Closing). At Closing, Seller shall deliver to Purchaser a schedule of all rent, charges and other amounts payable by tenants after the Closing with respect to which Seller is entitled to receive a share under this Agreement, and any amount due and owing to Seller before the Closing by tenants under the Leases which are unpaid on the date of Closing (such amounts are collectively referred to herein as the “Delinquent Amounts”). Rental and other payments received by Purchaser from tenants shall first be applied toward Purchaser’s actual out-of-pocket costs (including reasonable attorneys’ fees) of collection, and then toward the payment of current rent and other charges owed to Purchaser for periods after the Closing, and any excess monies received shall be applied toward the payment of Delinquent Amounts; provided, however, that any rent received by Purchaser from tenants who owe Delinquent Amounts during the month in which the Closing occurs shall first be applied to the payment of such tenants’ Delinquent Amounts, if any, with respect to the month in which the Closing occurs, and not toward the payment of rent and other charges for previous or subsequent months. Purchaser may not waive any Delinquent Amounts or modify a Lease so as to reduce amounts or charges owed under Leases for any period in which Seller is entitled to receive a share of charges

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or amounts, without first obtaining the written consent of Seller. If a Delinquent Amount due Seller is not paid by a tenant within the later of (x) sixty (60) days after Closing or (y) sixty (60) days after billing therefor, Seller shall have the right to attempt to effect collection by litigation or otherwise so long as Seller does not take any action which would affect such tenant’s right to occupy its leased premises or terminate its lease. With respect to Delinquent Amounts owed by tenants that are no longer tenants of the Property as of the date of Closing, Seller shall retain all rights relating thereto.

          (b) The amount of all security and other Tenant deposits and interest due thereon, if any, shall be transferred to Purchaser. Purchaser shall assume at Closing the obligation, if any, to pay security and other deposits to tenants under the Leases, to the extent that such deposits are transferred to Purchaser at Closing. Seller shall indemnify and hold Purchaser harmless for the amounts, if material, by which (i) the amount of security and other deposits (together with interest due thereon as may be required by law or by the Lease), required to be held under the terms of the Leases exceeds (ii) the amount actually transferred to Purchaser at Closing.

          (c) To the extent not covered by any tax escrows to be assigned to Purchaser at Closing pursuant to Section 12(g) below, accrued general real estate, personal property and ad valorem taxes and assessments for the current tax year shall be prorated on the basis of bills, if available prior to the Closing, which shall be re-prorated after Closing on the basis of actual bills received covering the period which includes the Closing Date.

          (d) Fuel, water and sewer service charges, and charges for gas, electricity, telephone and all other utility and fuel charges, as well as all deposits to utility companies, governmental entities or any other person shall be prorated ratably on the basis of the last

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ascertainable bills (and reprorated upon receipt of the actual bills or invoices) to the extent not paid directly by tenants under their respective Leases unless final meter readings and final invoices can be obtained. To the extent practicable, Seller shall cause meters for utilities to be read not more than one (1) day prior to the date of Closing.

          (e) Amounts due, commissions, up-front revenues and incentives, and prepayments under the Contracts to be assigned to Purchaser. All amounts for services rendered or materials furnished under the Contracts assumed by Purchaser and accruing after the Closing Date shall be the responsibility of Purchaser.

          (f) Assignable license and permit fees paid on an annual or other periodic basis.

          (g) All escrow and reserve accounts (including without limitation, all capital improvement reserves and taxes and insurance escrows) held by Assumed Loan Lender in connection with the Assumed Loan and those held by Seller, if any, shall be assigned to Purchaser but there will be no adjustment to the Purchase Price or proration thereof.

          (h) Such other items that are customarily prorated in transactions of this nature (including, without limitation, any utilities paid by Seller under the Leases) shall be prorated; provided, however, that any insurance premiums shall not be prorated, but rather Seller shall cancel the Existing Insurance Policies as of Closing (and seek a separate refund from its insurer of any unearned premiums) and thereafter Purchaser shall obtain its own property insurance in conformance with the Assumed Loan Documents.

          Purchaser shall be deemed to be the owner of the Property and, therefore, entitled to the income from the Property and responsible for the expenses of the Property for the entire day upon which the Closing occurs. All such prorations shall be made on the basis of the actual

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number of days of the month which shall have elapsed as of the day of the Closing. To the extent information necessary to make such prorations is not available at the Closing or is determined to be inaccurate or incomplete after Closing, the amount of such prorations shall be subject to adjustment in cash after the Closing as and when complete and accurate information becomes available. All prorations shall otherwise be final. Seller and Purchaser agree to cooperate and use their best efforts to make such adjustments no later than sixty (60) days after the Closing as to all items except tax prorations, subject to mutual agreement to extend such sixty (60) day period, and with respect to tax prorations, to the extent not covered by any tax escrows to be assigned to Purchaser at Closing pursuant to Section 12(g) above, the parties shall make such adjustments upon receipt of the actual tax bills covering the period in which the Closing Date occurs. Except as set forth in this Section 12, all items of income and expense for the period prior to the Closing Date will be for the account of Seller, and all items of income and expense for the period on and after the Closing Date will be for the account of Purchaser, all as determined by the accrual method of accounting. Bills received after the Closing Date which relate to expenses incurred, services performed or other amounts allocable to the period prior to the Closing Date shall be paid by Seller.

          (i) Amounts on deposit with utility companies shall be credited to Seller at Closing, and promptly following the Closing, Purchaser shall inform such utilities of such change in ownership of the Property. Seller shall, from and after the Closing, at Seller’s sole cost and expense, have control over any ongoing tax appeals as to the Property that were commenced prior to the Closing and that pertain solely to the periods that Seller owned the Property. Seller shall, as applicable, retain all proceeds or reductions obtained from such appeals

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or pay all additional taxes or delinquencies imposed for such periods. Seller shall keep Purchaser informed as to any such appeals.

     13. CLOSING

          The “Closing” of the transaction contemplated by this Agreement (that is, the payment of the Purchase Price by issuing or becoming irrevocably committed to issue, as applicable, the OP Units, the return to Purchaser of the Earnest Money Note, the transfer of title to the Property, and the satisfaction of all other terms and conditions of this Agreement) shall occur in escrow by each party delivering their respective documents and funds to the Title Insurer with closing instructions consistent with this Agreement, or if deemed to be necessary, at 10:00 a.m. local time at the offices of the Title Insurer (or at such other location as agreed upon by the parties) on the date that is five (5) business days after the satisfaction of all Purchaser’s Conditions Precedent and Seller’s Conditions Precedent. The “Closing Date” shall be the date of Closing. Within ninety (90) days following Closing, Purchaser shall re-name the Property so as to exclude any reference to “Mission” or any derivation thereof, as applicable, unless Grubb & Ellis Property Management TRS, LLC, a Delaware limited liability company and an affiliate of Purchaser, Mission Residential Management, LLC, a Virginia limited liability company, MR Holdings, LLC, a Virginia limited liability company, Forward Capital, LLC, a Delaware limited liability company, and Christopher C. Finlay, an individual resident of the Commonwealth of Virginia, all affiliates of Seller, shall have closed under that certain Asset Purchase Agreement dated as of the Effective Date. Purchaser may continue to use the name “Mission” or any derivation thereof with respect to the Property during such 90-day period, and if requested by Purchaser, Seller agrees to grant a license to Purchaser, at not cost to Purchaser, to use the name “Mission” or any derivation thereof with respect to the Property during such 90-day period.

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     14. CLOSING COSTS

          Purchaser shall pay the cost of the Title Policy and its lender’s title policy and/or endorsement, the Survey, all transfer and recordation taxes and fees, all of the Title Insurer’s closing fees (including those for a “New York Style” closing) and recording fees. Seller shall be responsible for all accrued taxes of Seller prior to Closing and income taxes and other such taxes of Seller attributable to the sale of the Property to Purchaser. Purchaser shall be solely responsible for all costs associated with assuming the Assumed Loan, including, without limitation, paying all assumption and review fees, costs and expenses, if any. Each party shall bear the expense of its own counsel. In addition, all costs of Purchaser’s due diligence activities incurred prior to the Effective Date, including any engineering, environmental reports and lease and expense audits, as well as the cost of any examinations or inspections pursuant to Section 7 above, shall be paid by Purchaser.

     15. LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION

          (a) In the event that prior to the Closing, the Improvements, or any part thereof, are destroyed or materially damaged (as defined in Section 15(e)), Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such damage or destruction, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Earnest Money Note shall be returned to Purchaser, or (ii) to accept the Improvements in their then condition and to proceed with the Closing with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction. If Purchaser elects to proceed under clause (ii) above,

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Seller shall not compromise, settle or adjust any claims to such proceeds without Purchaser’s prior written consent.

          (b) In the event that prior to the Closing there is any non-material damage to the Improvements, or any part thereof, Seller shall repair or replace such damage prior to the Closing. Notwithstanding the preceding sentence, in the event Seller is unwilling or unable to repair or replace such damage, Seller shall notify Purchaser of such fact (“Seller’s Notice”) and Purchaser thereafter shall have the right, exercisable by giving Seller notice within fifteen (15) business days after receiving Seller’s Notice either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Earnest Money Note shall be returned to Purchaser, or (ii) to accept the Improvements in their then condition with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to insurance proceeds payable by reason of such non-material damage. For purposes of contemplating any repairs or replacements under this Section 15(b), the Closing may be extended for a reasonable time to allow such repairs or replacements to be made by Seller.

          (c) In the event that prior to the Closing, all or any material portion (as defined in Section 15(e)) of the Land and Improvements are subject to a taking by public authority, Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such taking, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing

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the same and the Earnest Money Note shall be returned to Purchaser, or (ii) to accept the Land and Improvements in their then condition, without a reduction in the Purchase Price, and to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent.

          (d) In the event that prior to the Closing, any non-material portion of the Land or Improvements is subject to a taking, Purchaser shall accept the Property in its then condition and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to any award in connection with such taking. In the event of any such non-material taking, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent.

          (e) For the purpose of this Section 15, damage to the Improvements or a taking of a portion thereof shall be deemed to involve a material portion thereof if the reasonably estimated cost of restoration or repair of such damage or the amount of the condemnation award with respect of such taking shall exceed One Hundred Thousand and No/100 Dollars ($100,000.00), or if the number of parking spaces is reduced or if the entrances and entrance signs are relocated.

          (f) Seller agrees to give Purchaser prompt notice of any taking, damage or destruction of the Land or Improvements.

          (g) The provisions of this Section 15 shall survive the Closing.

     16. DEFAULT

          (a) Notwithstanding anything to the contrary contained in this Agreement, if after Seller materially breaches a representation or warranty of Seller hereunder or defaults under the terms of this Agreement, at Purchaser’s option, Purchaser may elect as its sole remedy (i) to

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terminate this Agreement, whereupon the Earnest Money Note shall be returned to Purchaser and neither party shall have any rights or obligations under this Agreement, except those that expressly survive a termination of this Agreement, and in the event such material breach is also intentional, Seller shall reimburse Purchaser for Purchaser’s actual out-of-pocket costs and expenses incurred in connection the transaction contemplated by this Agreement (including, without limitation, reasonable attorneys’ fees) up to the Cap, or (ii) Purchaser may sue Seller for specific performance of the sale of the Property in accordance with the terms of this Agreement.

          (b) Notwithstanding anything to the contrary contained in this Agreement, if Purchaser defaults under the terms of this Agreement, the Earnest Money Note shall become due and payable to Seller as liquidated damages, which shall be Seller’s sole and exclusive remedy at law or equity against Purchaser, and neither party shall have any rights or obligations under this Agreement except those that expressly survive a termination of this Agreement. Seller and Purchaser acknowledge and agree that (1) the Earnest Money Note is a reasonable estimate of and bears a reasonable relationship to the damages that would be suffered and costs incurred by Seller as a result of having withdrawn the Property from sale and the failure of Closing to occur due to a default of Purchaser under this Agreement; (2) the actual damages suffered and costs incurred by Seller as a result of such withdrawal and failure to close due to a default of Purchaser under this Agreement would be extremely difficult and impractical to determine; (3) Purchaser seeks to limit its liability under this Agreement to the amount of the Earnest Money Note in the event this Agreement is terminated and the transaction contemplated by this Agreement does not close due to a default of Purchaser under this Agreement; and (4) the Earnest Money Note shall be and constitute valid liquidated damages and not a penalty.

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     17. INTENTIONALLY OMITTED

     18. BROKERS

          (a) Purchaser hereby acknowledges that it is liable for, and agrees to pay at Closing, a brokerage commission to FBR Capital Markets & Co. (“FBR”) pursuant to the terms of that certain agreement entered into by FBR and an affiliate of Seller on January 29, 2010, as amended by that certain first amendment to engagement letter dated August 21, 2010. Seller represents and warrants to Purchaser that no other brokerage commissions, finder’s fees or other compensation is due or payable by reason of the actions of Seller with respect to the transaction contemplated hereby. Seller agrees to indemnify and hold Purchaser harmless from and against any losses, damages, costs and expenses (including attorneys’ fees) incurred by Purchaser by reason of any breach or inaccuracy of the representation and warranty contained in this Section 18(a).

          (b) Except as provided above, Purchaser represents and warrants to Seller that Purchaser has not entered into any agreement or incurred any obligation which might result in the obligation to pay any brokerage commission, finder’s fee or other compensation with respect to the transaction contemplated hereby. Purchaser agrees to indemnify and hold Seller harmless from and against any losses, damages, costs and expenses (including attorneys’ fees) incurred by Seller by reason of any breach or inaccuracy of the representation and warranty contained in this Section 18(b).

          (c) The provisions of this Section 18 shall survive the Closing.

     19. MISCELLANEOUS

          (a) Each individual and entity executing this Agreement hereby represents and warrants that he or it has the capacity set forth on the signature pages hereof with full power

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and authority to bind the party on whose behalf he or it is executing this Agreement to the terms hereof.

          (b) This Agreement is the entire Agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements between the parties with respect to the matters contained in this Agreement. Any waiver, modification, consent or acquiescence with respect to any provision of this Agreement shall be set forth in writing and duly executed by or in behalf of the party to be bound thereby. No waiver by any party of any breach hereunder shall be deemed a waiver of any other or subsequent breach.

          (c) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by other parties to this Agreement attached thereto.

          (d) Any communication, notice or demand of any kind whatsoever which either party may be required or may desire to give to or serve upon the other shall be in writing and delivered by personal service (including express or courier service), by overnight courier or by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

Seller:	Mission Preston Wood, DST
	10467 White Granite Drive, Suite 300
	Oakton, Virginia 22124
	Attn: Christopher Finlay
Purchaser:	Grubb & Ellis Apartment REIT Holdings, L.P.
	1606 Santa Rosa Road, Suite 109
	Richmond, Virginia 23229
	Attn: Gus R. Remppies

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Any party may change its address for notice by written notice given to the other in the manner provided in this Section. Any such communication, notice or demand shall be deemed to have been duly given or served on the date personally served, if by personal service, or on the date shown on the return receipt or other evidence of delivery, if mailed or sent by overnight delivery.

          (e) The parties agree to execute such other instruments and to do such further acts as may be reasonably necessary to carry out the provisions of this Agreement.

          (f) The making, execution and delivery of this Agreement by the parties hereto has been induced by no representations, statements, warranties or agreements other than those expressly set forth herein.

          (g) Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law, but, if any provision of this Agreement shall be invalid or prohibited thereunder, such invalidity or prohibition shall be construed as if such invalid or prohibited provision had not been inserted herein and shall not affect the remainder of such provision or the remaining provisions of this Agreement.

          (h) The language in all parts of this Agreement shall be in all cases construed simply according to its fair meaning and not strictly for or against any of the parties hereto. Section headings of this Agreement are solely for convenience of reference and shall not govern the interpretation of any of the provisions of this Agreement.

          (i) This Agreement shall be governed by and construed in accordance with the laws of the State.

          (j) This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and to their respective transferees, successors, and assigns; provided, however, that neither this Agreement nor any of the rights or obligations of Seller hereunder shall be

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transferred or assigned by Seller without the prior written consent of Purchaser except in connection with like-kind exchanges under Section 1031 of the Internal Revenue Code, provided that no such assignment shall relieve Seller of its obligations hereunder. Purchaser shall have the right to assign all of its right, title and interest under this Agreement without the prior written consent of Seller (but with prior written notice to Seller) to a wholly-owned subsidiary of Purchaser, to an entity managed or controlled by Purchaser or to an affiliate of Purchaser, provided that no such assignments shall relieve Purchaser of its obligations hereunder.

          (k) All Exhibits attached hereto are incorporated herein by reference.

          (l) Notwithstanding anything to the contrary contained herein, this Agreement shall not be deemed or construed to make the parties hereto partners or joint venturers, or to render either party liable for any of the debts or obligations of the other, it being the intention of the parties to merely create the relationship of seller and purchaser with respect to the Property to be conveyed as contemplated hereby.

          (m) This Agreement shall not be recorded or filed in the public land or other public records of any jurisdiction by either party and any attempt to do so may be treated by the other party as a breach of this Agreement.

          (n) During the period from the date of execution of this Agreement until the Closing or this Agreement is terminated, Seller agrees not to market the Property for sale, accept any offer for purchase, offer the Property for joint venture, apply for any financing, divulge to any potential purchaser or joint venturer or lender any written material with respect to the Property nor divulge nor communicate in any way to any potential purchaser or joint venturer or lender with respect to the Property, any information with respect to the Property.

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          (o) Unless provided to the contrary in any particular provision, all time periods shall refer to calendar days and shall expire at 5:00 p.m. Eastern Time on the last of such days; provided, however, that if the time for the performance of any obligation expires on a day which is not a “business day” (which term shall mean a Saturday, Sunday and days on which banks in the state where the Property is located are closed), the time for performance shall be extended to the next business day.

          (p) Seller acknowledges that Purchaser is a subsidiary of Grubb & Ellis Apartment REIT, Inc. (“Parent”), a publicly registered company that is required to disclose the existence of this Agreement upon full execution and to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Period”) for the Property. To assist Parent in preparing the SEC Filings, Sellers agree to (a) deliver an audit inquiry letter regarding pending litigation and other matters in the form attached hereto as Exhibit S (the “Audit Inquiry Letter”) to Sellers’ counsel prior to Closing, and (b) provide Parent with the following within thirty (30) days after the Closing: (i) access to bank statements for the Audited Year and Stub Period, (ii) Rent Roll as of the end of the Audited Year and Stub Period, (iii) operating statements for the Audited Year and Stub Period (iv) access to the general ledger for the Audited Year and Stub Period, (v) cash receipts schedule for each month in the Audited Year and Stub Period, (vi) access to invoices for expenses and capital improvements in the Audited Year and Stub Period, (vii) accounts payable ledger and accrued expense reconciliations in the Audited Year and Stub Period, (viii) check register for the three (3) months following the Audited Year and Stub Period, (ix) copies of all insurance documentation for the Audited Year and Stub Period, (x) copies of accounts receivable aging as

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of the end of the Audited Year and Stub Period along with an explanation for all accounts over thirty (30) days past due as of the end of the Audited Year and Stub Period, (xi) an executed assurance or representation letter from Seller to Parent’s auditor on such auditor’s form (provided that in no event shall Seller have any liability to Purchaser, Parent or such auditor for the assurances or representations made therein, but Seller shall reasonably cooperate, at no cost or expense to Seller, in connection with such audit, including, if required by Parent’s auditor, answering a standard SAS 99 questionnaire from such auditor), and (xii) an executed letter from Seller’s counsel in response to the Audit Inquiry Letter on such counsel’s standard form of response to an audit inquiry letter. The provisions of the foregoing two (2) sentences shall survive the Closing for a period of 180 days.

          (q) In the event of a default by either party of its obligations under this Agreement, the prevailing party in any action or proceeding in any court in connection therewith (including any action for specific performance) shall be entitled to recover from such other party its costs and expenses, including reasonable legal fees and associated court costs.

          (r) Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the parties hereto, to any person or entity other than the parties hereto.

          (s) The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof.

     20. REPRESENTATIONS. WARRANTIES AND COVENANTS WITH RESPECT TO THE USA PATRIOT ACT.

     All capitalized words and phrases and all defined terms used in the USA Patriot Act of 2001, 107 Public Law 56 (October 26, 2001) (as amended, the “Patriot Act”) and in other statutes and all orders, rules and regulations of the United States government and its various

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executive departments, agencies and offices related to the subject matter of the Patriot Act, including, but not limited to, Executive Order 13224 effective September 24, 2001, are hereinafter collectively referred to as the “Patriot Rules” and are incorporated into this paragraph.

          (a) Purchaser hereby represents and warrants to Seller that each and every “person” or “entity” affiliated with the respective party or that has an economic interest in the respective party or that has or will have an interest in the transaction contemplated by this Agreement or will participate, in any manner whatsoever, in the purchase of the Property, are:

          (i) not a “blocked” person listed in the Annex to Executive Order Nos. 12947, 13099 and 13224;

          (ii) in full compliance with the requirements of the Patriot Rules and all other requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”);

          (iii) operated under policies, procedures and practices, if any, that are in compliance with the Patriot Rules and available to Seller for Seller’s review and inspection during normal business hours and upon reasonable prior notice;

          (iv) not in receipt of any notice from the Secretary of State or the Attorney General of the United States or any other department, agency or office of the United States claiming a violation or possible violation of the Patriot Rules;

          (v) not listed as a Specially Designated Terrorist or as a blocked person on any lists maintained by the OFAC pursuant to the Patriot Rules or any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and

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regulations of the OFAC issued pursuant to the Patriot Rules or on any other list of terrorists or terrorist organizations maintained pursuant to the Patriot Rules;

          (vi) not a person who has been determined by competent authority to be subject to any of the prohibitions contained in the Patriot Rules; and

          (vii) not owned or controlled by or now acting and or will in the future act for or on behalf of any person or entity named in the Annex or any other list promulgated under the Patriot Rules or any other person who has been determined to be subject to the prohibitions contained in the Patriot Rules.

          (b) Purchaser covenants and agrees that in the event it receives any notice that it or any of its beneficial owners or affiliates or participants become listed on the Annex or any other list promulgated under the Patriot Rules or indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, it shall immediately notify Seller and, in such event, this Agreement shall automatically be deemed terminated, in which event all Earnest Money shall be returned to Purchaser and the parties shall have no further rights or obligations under this Agreement, except for all other rights, liabilities or obligations that survive a termination of this Agreement.

[Remainder of Page Intentionally Blank]

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          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

SELLER:	MISSION PRESTON WOOD, DST, a Delaware
	statutory trust
	By:	Mission Trust Services, LLC
	Its:	Signatory Trustee
		By:	/s/ Christopher C. Finlay
		Name:	Christopher C. Finlay
		Title:	Manager
PURCHASER:	GRUBB & ELLIS APARTMENT REIT HOLDINGS, L.P., a Virginia limited partnership
	By:	Grubb & Ellis Apartment REIT, Inc.
	Its:	General Partner
		By:	/s/ Stanley J. Olander, Jr.
		Its:	Stanley J. Olander, Jr.
		Title:	Chief Executive Officer

S-1

EX-10.7

Exhibit 10.7

PURCHASE AND SALE AGREEMENT

by

and

between

MISSION BATTLEGROUND PARK, DST, a Delaware statutory trust,

“Seller”

and

GRUBB & ELLIS APARTMENT REIT HOLDINGS, L.P.,
a Virginia limited partnership

“Purchaser”

PURCHASE AND SALE AGREEMENT

INDEX

1. IDENTIFICATION OF PARTIES	1
2. DESCRIPTION OF THE PROPERTY	2
3. THE PURCHASE PRICE	3
4. TITLE	5
5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER	7
6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER	13
7. SELLER’S DELIVERIES	14
8. CONDITIONS PRECEDENT TO CLOSING	20
9. ADDITIONAL COVENANTS OF SELLER	27
10. SELLER’S CLOSING DOCUMENTS	30
11. PURCHASER’S CLOSING DOCUMENTS	33
12. PRORATIONS AND ADJUSTMENTS	34
13. CLOSING	38
14. CLOSING COSTS	39
15. LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION	39
16. DEFAULT	41
17. INTENTIONALLY OMITTED	43
18. BROKERS	43
19. MISCELLANEOUS	43
20. REPRESENTATIONS. WARRANTIES AND COVENANTS WITH RESPECT TO THE USA PATRIOT ACT	48

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EXHIBITS
EXHIBIT A	-	Legal Description of the Land
EXHIBIT A-1	-	Due Diligence Delivery Documents
EXHIBIT B	-	Rent Roll
EXHIBIT C	-	List of Personal Property
EXHIBIT D	-	List of Intangible Personal Property
EXHIBIT E	-	Form of Earnest Money Note
EXHIBIT F	-	Partnership Agreement
EXHIBIT G	-	Form of Beneficial Owner’s Tax Basis Certification
EXHIBIT H	-	Tax Protection Agreement
EXHIBIT I	-	Schedule of Commissions
EXHIBIT J	-	Schedule of Contracts
EXHIBIT J-1	-	Existing Management Agreement
EXHIBIT K	-	Schedule of Litigation and Disclosure Items
EXHIBIT L	-	Form of Seller’s Certification of Non-Foreign Status
EXHIBIT L-1	-	Form of Beneficial Owner’s Certification of Non-Foreign Status
EXHIBIT M	-	Form of Certificate Regarding Representations and Warranties
EXHIBIT N	-	Form of Limited Power of Attorney
EXHIBIT O	-	Form of Bill of Sale
EXHIBIT P	-	Form of Contract Assignment
EXHIBIT Q	-	Form of Lease Assignment
EXHIBIT R	-	Form of Notice to Tenants
EXHIBIT S	-	Form of Audit Inquiry Letter

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PURCHASE AND SALE AGREEMENT

     1. IDENTIFICATION OF PARTIES

          THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of ______________, 2010, between MISSION BATTLEGROUND PARK, DST, a Delaware statutory trust (“Seller”) and GRUBB & ELLIS APARTMENT REIT HOLDINGS, L.P., a Virginia limited partnership, or its permitted assigns (“Purchaser”).

R E C I T A L S

     A. Seller owns that certain real property located in the City of Greensboro in Guilford County, North Carolina (the “State”), consisting of approximately 32.9 acres of land, commonly known as “Mission Battleground Park Apartments,” and more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the “Land”), together with the improvements located thereon, containing 240 apartment units, and all other improvements located thereon (the “Improvements”).

     B. Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, all of Seller’s right, title and interest in and to the Property (hereinafter defined) for the price and on the terms and conditions hereinafter set forth.

     C. The date Purchaser receives a fully executed original counterpart of this Agreement shall be the “Effective Date.”

     NOW, THEREFORE, in consideration of the foregoing, the covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

     2. DESCRIPTION OF THE PROPERTY

          Seller hereby agrees to sell and convey to Purchaser and Purchaser hereby agrees to purchase from Seller all of Seller’s right, title and interest in and to the following:

          (a) The Land, together with the Improvements;

          (b) All of Seller’s interest as lessor in all leases covering the Land and the Improvements (said leases, together with any and all amendments, modifications or supplements thereto, are hereinafter referred to collectively as the “Leases” and are identified in the Rent Roll (hereinafter defined) attached hereto as Exhibit B);

          (c) All rights, privileges, easements and appurtenances appertaining to the Land and the Improvements including, without limitation, all easements, rights-of-way and other appurtenances used, connected with or inuring to the beneficial use or enjoyment of the Land and the Improvements. The Land, the Improvements and all such rights, privileges, easements and appurtenances (including, without limitation, Seller’s interest as lessor under the Leases) are sometimes hereinafter collectively referred to as the “Real Property;”

          (d) All personal property, equipment, supplies and fixtures (collectively, the “Personal Property”) owned by Seller and used in the operation of the Real Property including, without limitation, all property described in Exhibit C attached hereto; and

          (e) All intangible property used in connection with the foregoing including, without limitation, all trademarks, trade names (including, without limitation, the exclusive right to use the name “Mission Battleground Park Apartments”), and the contract rights, licenses (to the extent transferable), permits (to the extent transferable) and warranties (to the extent transferable), more particularly described in Exhibit D attached hereto (the “Intangible Personal Property”). The Real Property, the Personal Property and the Intangible Personal Property are sometimes hereinafter collectively referred to as the “Property.”

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          (f) All of Seller’s right, title and interest in and to the Assumed Loan (as hereinafter defined).

     3. THE PURCHASE PRICE

          The purchase price for the Property is Twelve Million Eight Hundred Twenty-One Thousand and No/100 Dollars ($12,821,000.00) (the “Purchase Price”) and shall be paid to Seller as follows:

          (a) Earnest Money.

          (i) Within three (3) business days after the Effective Date, Purchaser shall deliver to Seller a Promissory Note in the form attached hereto as Exhibit E and in face amount of one percent (1%) of the Purchase Price, or One Hundred Twenty Eight Thousand Two Hundred Ten and No/100 Dollars ($128,210.00), which is referred to in this Agreement as the “Earnest Money Note”. The Earnest Money Note shall be returned to Purchaser (A) in the event of failure to close this transaction by reason of a default by Seller or if Purchaser is expressly otherwise entitled to the return of the Earnest Money Note pursuant to the terms of this Agreement or (B) at Closing.

          (ii) If the transaction contemplated by this Agreement closes in accordance with the terms and conditions of this Agreement, at Closing (as hereinafter defined), the Earnest Money Note shall be returned to Purchaser and shall not be credited toward the Purchase Price.

          (b) Payment at Closing. At Closing, Purchaser shall pay to Seller the Purchase Price less the outstanding balance of the Assumed Loan and plus or minus the adjustments and prorations required by this Agreement (the “Net Purchase Price”). The Net Purchase Price shall be paid in the form of limited partner units (the “OP Units”) in Purchaser, which OP Units represent a limited partner interest in Purchaser with the rights and preferences

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as set forth in Purchaser’s Amended and Restated Agreement of Limited Partnership dated as of August 27, 2010, a copy of which is attached hereto as Exhibit F (the “Partnership Agreement”) and which OP Units shall be paid to the beneficial interest holders in Seller (the “Beneficial Owners”) as set forth herein. The total number of OP Units to be delivered by Purchaser to the Beneficial Owners shall be determined by dividing the Net Purchase Price by nine (9), and rounding up such number such that each Beneficial Owner shall receive a whole number of OP Units. Seller shall notify Purchaser and certify to Purchaser as true and correct the percentage ownership interest of each Beneficial Owner at or before Closing.

          (c) Notwithstanding that the Property shall be conveyed to Purchaser at Closing and that the Purchaser shall be irrevocably committed, as of Closing, to issue the OP Units in the amount described in Section 3(b) above, the Purchase Price shall be paid to the respective Beneficial Owners by issuance of the OP Units, on a rolling basis, if necessary, only upon Purchaser’s receipt from Seller, on behalf of that particular Beneficial Owner, of the following: (i) a counterpart signature page to the Partnership Agreement executed by such Beneficial Owner, (ii) an affidavit from such Beneficial Owner in the form attached hereto as Exhibit L-1, (iii) if such Beneficial Owner desires to enter into the Tax Protection Agreement, a counterpart signature page to the Tax Protection Agreement executed by such Beneficial Owner in the form attached hereto as Exhibit H, (iv) an IRS Form W-9, (v) a limited power of attorney in the form attached hereto as Exhibit N, and (vi) any other information or documents that may be required by Article IX of the Partnership Agreement, provided, however, that any distributions that otherwise would be payable to such Beneficial Owners during the period between the Closing and the delivery of such documents and information shall be held by the Purchaser for the benefit of such Beneficial Owners and be released to them simultaneously with

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the issuance of OP Units to such Beneficial Owners. In the event that any particular Beneficial Owner fails to deliver any of the foregoing documents within sixty (60) days following the Closing, such Beneficial Owner shall become an economic interest holder in Purchaser, as described in Section 9.01(c) of Purchaser’s Partnership Agreement, and the distributions held on the Beneficial Owner’s behalf shall be distributed to such Beneficial Owner (subject in all events to any applicable withholding taxes, including, but not limited to, FIRPTA withholding and federal income tax backup withholding). Additionally, Seller shall request from each Beneficial Owner (and Seller shall use diligent efforts to obtain from each Beneficial Owner and deliver to Purchaser) an executed certification as to such Beneficial Owner’s tax basis in its interest in the Seller in the form attached hereto as Exhibit G (which tax basis shall be as of the end of the tax year reflected in the final income tax returns most recently filed by such Beneficial Owner with the applicable taxing authorities). If any Beneficial Owner does not execute and deliver the certification of tax basis in the form attached hereto as Exhibit G within sixty (60) days following the Closing (but not later than the end of the calendar year of Closing), then such Beneficial Owner shall be assumed to have no income tax basis in their beneficial interest in Seller, and Purchaser will elect to use the “remedial method” of making Internal Revenue Code Section 704(c) allocations as provided in Treasury Regulations Section 1.704-3(d) with respect to the beneficial interest in Seller.

          (d) Subject to the terms and conditions of this Agreement, Seller shall assign to Purchaser and Purchaser shall assume from Seller, the Assumed Loan.

     4. TITLE

          (a) Within three (3) business days after the Effective Date, Purchaser shall order, at Purchaser’s expense, from Chicago Title Insurance Company (in such capacity, “Title Insurer”), whose address is 5501 LBJ Freeway, Suite 200, Dallas, Texas 75240, Attention:

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Debbie Moore, an owner’s title commitment on the Real Property and a commitment to endorse the existing mortgagee policy for the Assumed Loan from the title insurance company that issued such mortgagee policy (collectively, the “Commitment”), together with legible copies of all documents relating to the title exceptions referred to in the Commitment.

          (b) Within three (3) business days after the Effective Date, Purchaser shall order, at Purchaser’s own expense, an updated survey of the Real Property sufficient to enable Title Insurer to issue an ALTA owner’s policy of title insurance (the “Survey”), showing lot lines and monuments, building lines, easements both burdening and benefiting the Real Property, utilities, including water and sewer lines to the point of connection with the public system, the Improvements (including parking spaces), encroachments, if any, on the Real Property or over adjoining properties, and other matters located on or affecting the Real Property, together with a certificate as to whether the Real Property lies within a flood zone as determined by the U.S. Department of Housing and Urban Development. The Survey shall be certified as true and correct by the surveyor for the benefit of Purchaser, the Purchaser’s lender and Title Insurer.

          (c) If the Commitment or Survey discloses exceptions to title objectionable to Purchaser, in its sole discretion, as to the Property (except for the first mortgage lien encumbering the Property and securing the loan from Deutsche Bank Mortgage Capital, L.L.C. in the original principal sum of $11,200,000.00, of which $11,200,000.00 is outstanding as of the Effective Date, which loan shall be assumed by Purchaser at Closing (the “Assumed Loan”)) Purchaser shall deliver a copy of the Title Commitment and the Survey to Seller and shall so notify Seller within ten (10) business days following Purchaser’s receipt of the latest to be received of the Commitment and the Survey (the “Title Objection Date”), and Seller shall have ten (10) business days from the date of such notice to have each such unpermitted exceptions to

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title removed, or to have the Title Insurer commit to insure over such unpermitted exception, or to correct each such other matter. If within such ten (10) business day period, Seller fails to have each such unpermitted exception removed, insured over or corrected as aforesaid, Purchaser may elect within three (3) business days after such ten (10) business day period, as its sole and exclusive remedy in such event, to either (i) terminate this Agreement and immediately receive from Seller the Earnest Money Note, whereupon this Agreement shall be null and void and of no further force or effect (except for any obligations which expressly survive a termination of this Agreement), or (ii) elect to accept title to such Property subject to such objectionable exception (with a right to deduct from the Purchase Price any liens or encumbrances of a definite or ascertainable amount up to an aggregate of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) whereupon such exception(s) which had been objected to shall be deemed approved and shall constitute Permitted Encumbrances. If Purchaser fails to make either such election, Purchaser shall be deemed to have elected option (ii). Any matters disclosed by the Commitment or the Survey and not objected to by Purchaser on or before the Title Objection Date (other than those relating to the Assumed Loan) shall be deemed approved by Purchaser and shall constitute Permitted Encumbrances. If requested by Purchaser, Seller shall deliver to the Title Company an affidavit required by the Title Company for an amendment to the rights of parties in possession exception to “rights of apartment tenants in possession, as apartment tenants only, pursuant to written but unrecorded rental or lease agreements”.

5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER

          Seller hereby represents, warrants and covenants to Purchaser that the following matters are true and correct as of the execution of this Agreement and will also be true and correct as of the Closing, and all references to “Seller’s actual knowledge” shall mean the actual knowledge of Christopher C. Finlay or Jeff Goldshine:

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          (a) Seller is a statutory trust duly formed and validly existing under the laws of the State of Delaware. This Agreement has been, and all the documents executed by Seller which are to be delivered to Purchaser at the Closing will be, duly authorized, executed and delivered by Seller and will be legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the right of contracting parties generally), will be sufficient to convey title (if they purport to do so) and will not violate any provisions of any material agreement to which Seller is a party or to which the Property or Seller is subject or bound. Subject to the satisfaction of Section 8(a)(i) below, no consent, waiver or approval by any third party is required in connection with the execution and delivery by Seller of this Agreement or the performance by Seller of the obligations to be performed by Seller under this Agreement.

          (b) Except as set forth on Exhibit M attached hereto, Seller has not received from any governmental authority written notice, and Seller has no actual knowledge (without any duty of inquiry or investigation) of any violation of any zoning, building, fire or health code or any other statute, ordinance, rule or regulation applicable to the Property, or any part thereof, that will not have been corrected prior to Closing nor, to Seller’s actual knowledge, has it received any written notice from any governmental authority regarding any change to the zoning classification or any proceedings to widen or realign any streets or highways adjacent to the Property or of any condemnation proceedings.

          (c) To Seller’s actual knowledge, (i) the operating statements, income and expense reports and all other contracts or documents required to be delivered to Purchaser pursuant to this Agreement are true, correct and complete copies; and (ii) all contracts or

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documents required to be delivered to Purchaser pursuant to this Agreement are in full force and effect, without material default by any party and without any right of set-off except as disclosed in writing at the time of such delivery.

          (d) There is no master lease of the Property to any affiliate of Seller, or if such master lease exists, Seller shall cause such master lease to be terminated at Closing without Purchaser paying any termination fee. The Rent Roll attached hereto as Exhibit B is true, correct and complete in all material respects as of the date set forth on the Rent Roll. As of the Closing, the Rent Roll delivered at the Closing will be true, correct and complete. The copies of the Leases delivered to Purchaser are true, correct and complete copies and, to Seller’s actual knowledge, are in full force and effect, without default by any party and without any right of setoff, except as expressly provided by the terms of such Leases or as disclosed on the Rent Roll attached hereto. The copies of the Leases and other agreements with the tenants under the Leases (the “Tenants”) delivered to Purchaser pursuant to this Agreement constitute the entire agreements with such Tenants relating to the Real Property, have not been materially amended, modified or supplemented, except for such amendments, modifications and supplements delivered to Purchaser, and there are no other leases or tenancy agreements affecting the Real Property.

          (e) Exhibit J attached hereto is a true and complete schedule of all of the Contracts (as hereinafter defined in Section 7), true, complete and correct copies of which have been delivered to Purchaser for Purchaser’s approval within ten (10) business days hereof. Exhibit J-1 attached hereto is a true and correct copy of the management agreement currently in effect with respect to the Property. To Seller’s actual knowledge, the Contracts are in full force and effect, without material default by any party and without any claims made for the right of

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setoff, except as expressly provided by the terms of such Contracts or as disclosed to Purchaser in writing at the time of such delivery. The Contracts constitute the entire agreements with such vendors relating to the Property, have not been materially amended, modified or supplemented, except for such amendments, modifications and supplements as have been delivered to Purchaser, and there are no other agreements with any third parties (excluding, however, the Leases and Permitted Encumbrances) affecting the Property which will survive the Closing.

          (f) At the Closing, there will be no outstanding contracts made by Seller for the construction or repair of any improvements to the Improvements which have not been fully paid for, and Seller shall cause to be discharged all mechanics’ or materialmen’s liens arising from any labor or materials furnished to the Improvements prior to the Closing.

          (g) Except as set forth in Exhibit K attached hereto, there are no pending or, to Seller’s actual knowledge (without any duty of inquiry or investigation), threatened legal proceedings or actions of any kind or character affecting the Property or Seller’s interest therein, including, without limitation, condemnation proceedings.

          (h) Seller has not received any actual written notice, and Seller has no actual knowledge (without any duty of inquiry or investigation) of any civil, criminal or administrative suit, claim, hearing, violation, investigation, proceeding or demand pending or threatened against Seller or the Property relating in any way to a Release or compliance with Environmental Laws. For purposes of this Agreement, the phrase “Environmental Laws” shall mean any federal, state or local law, statute, ordinance, order, decree, rule or regulation and any common laws regarding health, safety, radioactive materials, or the environment, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq. (“CERCLA”); the Resource Conservation and Recovery Act, 42

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U.S.C. § 6901, et seq. (“RCRA”); the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq. (“TSCA”), the Occupational, Safety and Health Act, 29 U.S.C. § 651, et seq. (“OSHA”), the Clean Air Act, 42 U.S.C. § 7401, et seq. (“CAA”), the Federal Water Pollution Control Act, 33 U.S.C. § 1251, et seq. (“FWPCA”), the Safe Drinking Water Act, 42 U.S.C. § 3001, et seq. (“SDWA”), the Hazardous Materials Transportation Act, 49 U.S.C. § 1802, et seq. (“HMTA”) and the Emergency Planning and Community Right to Know Act, 42 U.S.C. § 11001, et seq. (“EPCRA”), the Endangered Species Act of 1973, 16 U.S.C. § 1531 et seq. (“ESA”), the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq. (“FIFRA”) and other comparable federal, state or local laws, each as amended, and all rules, regulations and guidance documents promulgated pursuant thereto or published thereunder. The phrase “Hazardous Materials” shall mean each and every element, compound, chemical mixture, contaminant, pollutant, material, waste or other substance which is defined, determined or identified as hazardous or toxic under Environmental Laws or the Release of which is regulated under Environmental Laws. The term “Release” shall mean the discharge, disposal, deposit, injection, dumping, spilling, leaking, leaching, placing, presence, pumping, pouring, emitting, emptying, escaping, or other release of any Hazardous Material. For purposes of the representations and warranties set forth in this Section 5(h), “Hazardous Materials” shall not include consumer products, office supplies, pool chemicals and cleaning and maintenance supplies stored and used in the ordinary course of operation of the Property and in compliance with applicable Environmental Laws.

          (i) As of the Effective Date, the outstanding principal balance of the Assumed Loan is $11,200,000.00. All accrued interest has been paid to date. Seller has timely paid all amounts and performed all monetary obligations required of it by the loan documents pursuant to

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which the Assumed Loan was made (the “Assumed Loan Documents”). As of July 31, 2010, the amount of escrows or reserves held by Seller for maintenance and capital repairs to the Property is $174,763.00 and the amount held for such purposes by the Assumed Loan Lender (as hereinafter defined) is $67,798.00. Seller has received no written notice of any defaults under the Assumed Loan Documents, and to Seller’s actual knowledge (without any duty of inquiry or investigation), no defaults are pending under the Assumed Loan Documents and no facts or circumstances exist which, with the passage of time and/or the giving of notice, would constitute a material default under the Assumed Loan Documents. The Assumed Loan is a “qualified liability” within the meaning of Treasury Regulations section 1.707-5(a)(6) that was incurred more than two years prior to the Effective Date and has encumbered the Property throughout the two-year period prior to the Effective Date.

          (j) Seller is not a foreign limited partnership, person or other entity within the meaning of Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), and Seller will furnish to Purchaser, prior to the Closing, an affidavit in the form attached hereto as Exhibit L.

          (k) Seller represents and warrants to Purchaser that, as of the Closing, each of the warranties and representations set forth in this Section 5 shall be true, complete and correct in all material respects except for changes in the operation of the Property occurring prior to Closing which are specifically permitted by this Agreement, and that all management contracts pertaining to the Property shall be terminated (at no cost to Purchaser) at Closing unless otherwise directed in writing by Purchaser. In the event that, prior to Closing, Purchaser discovers a material breach of a representation or warranty contained in this Agreement and made by Seller, Purchaser may, as its sole and exclusive remedy, either (i) terminate this

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Agreement and receive back the Earnest Money Note, and in the event such material breach is also intentional, a reimbursement of Purchaser’s actual out-of-pocket costs and expenses incurred in connection the transaction contemplated by this Agreement (including, without limitation, reasonable attorneys’ fees) up to a maximum of One Hundred Twenty Eight Thousand Two Hundred Ten and No/100 Dollars ($128,210.00) (the “Cap”), or (ii) waive such breach and proceed to Closing with no reduction in the Purchase Price.

     6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER

          (a) Purchaser is a limited partnership duly formed and validly existing under the laws of the Commonwealth of Virginia. Purchaser hereby represents and warrants to Seller that this Agreement has been, and all the documents to be delivered by Purchaser to Seller or any Beneficial Owners, as applicable, at the Closing (including, without limitation, all documents in connection with the assumption of the Assumed Loan and the issuance of the OP Units, to the extent executed by Purchaser) will be, duly authorized, executed and delivered by Purchaser, are, and in the case of the documents to be delivered will be, legal and binding obligations of Purchaser, are, and in the case of the documents to be delivered will be, enforceable in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally), and do not, and will not at the Closing, violate any provisions of any material agreement to which Purchaser is a party.

          (b) Purchaser is sophisticated and experienced in the acquisition, ownership and operation of multi-family housing projects similar to the Property, and has full knowledge of all applicable federal, state and local laws, rules, regulations and ordinances in connection therewith.

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          (c) No pending or, to the knowledge of Purchaser, threatened litigation exists which if determined adversely would restrain the consummation of the transactions contemplated by this Agreement or would declare illegal, invalid or non-binding any of Purchaser’s obligations or covenants to Seller hereunder.

          (d) The issuance of the OP Units has been duly authorized, and when the OP Units are issued to the applicable Beneficial Owners who have executed and delivered to Purchaser the documents required by Section 3(c) hereof, such newly issued OP Units will be validly issued by Purchaser and will be free and clear of liens and encumbrances (but shall be subject to the provisions of the Partnership Agreement). The Partnership Agreement attached hereto is a true and complete copy thereof. There are no pending or, to Purchaser’s actual knowledge (without any duty of inquiry or investigation), threatened legal proceedings or actions against the Purchaser which if adversely determined would have a material adverse effect on Purchaser’s finances or assets as a whole.

     7. SELLER’S DELIVERIES

          (a) Seller has delivered or made available on a secure data base (and if not previously delivered or made available in the data base, Seller will deliver to Purchaser no later than five (5) days following the request by Purchaser), the following documents and the documents listed on Exhibit A-1 (the “Due Diligence Documents”), to the extent in Seller’s possession or reasonable control, and Seller shall deliver any updates to the Due Diligence Documents, if any, as and when requested by Purchaser or Assumed Loan Lender:

          (i) A current rent roll pertaining to the Real Property (the “Rent Roll”) setting forth in respect of each Tenant unit: the name of the Tenant occupying such unit, the security deposit or other deposit paid by the Tenant and held by Seller, the term of the Lease for such unit, the commencement date for the term of the Lease for

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such space, the annual rent for each unit and the expiration date of the term of such Lease.

          (ii) A statement of insurance coverage and premiums by policy type and copies of insurance policies for the fire, extended coverage and public liability insurance maintained by or for the benefit of Seller (the “Existing Insurance Policies”), provided that Seller need not deliver such Policies to the extent coverage is provided by Seller’s blanket policies.

          (iii) A copy of all income and expense statements, year end financial and monthly operating statements for the Property (the “Operating Statements”) for the three (3) most recent full calendar years prior to the Closing and, to the extent available, the current year, and copies of operating budgets for the current fiscal year.

          (iv) A copy of “as built” plans and specifications of the Improvements (together with any other plans and specifications relating to the Real Property in the possession or control of Seller).

          (v) Copies of any inspection, soils, engineering, environmental or architectural notices, plans, diagrams, studies or reports in the possession or control of Seller which relate to the physical condition or operation of the Real Property or the Personal Property or recommended improvements thereto.

          (vi) A copy of the bill or bills issued for the most recent year for which bills have been issued for all real estate taxes (including assessed value) and personal property taxes, and a copy of any and all notices in the possession or control of Seller pertaining to real estate taxes or assessments applicable to the Real Property or the Personal Property (the “Tax Bills”).

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          (vii) A copy of all outstanding management, leasing, maintenance, repair, service, pest control and supply contracts (including, without limitation, janitorial, scavenger and landscaping agreements), equipment rental agreements, all contracts for repair or capital replacement to be performed at the Real Property, all contracts in Seller’s possession or control for repair or capital replacement covering work performed at the Real Property during the three (3) years immediately preceding the date hereof if the contract price was in excess of $10,000, and any other contracts relating to or affecting the Property (other than Leases) which will be binding upon the Property or Purchaser subsequent to the Closing, all as amended (collectively, the “Contracts”).

          (viii) A copy of all Leases and any other agreements which are in effect thereto with the Tenants of the Real Property, all as amended, together with any financial statements of such Tenants (to the extent such disclosure or financial statements are not restricted by any applicable confidential agreement and to the extent such financial statements are in the possession or control of Seller).

          (ix) Copies of all certificate(s) of occupancy, licenses, permits, authorizations and approvals in the possession or control of Seller which were obtained by Seller with respect to the Property, or any portion thereof, occupancy thereof or any present use thereof, including, without limitation, such permits as are necessary for the present operation of the Property with full use of all Improvements located thereon (the “Governmental Approvals”).

          (x) A copy of all guarantees and warranties relating to the Property in the possession or control of Seller and a copy of all of the Assumed Loan Documents.

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          (xi) Copies of pending insurance claims or litigation documents relating to the Property.

          (xii) Any other documents and information in the possession or control of Seller reasonably requested by Purchaser and used or useful in connection with Seller’s ownership or operation of the Property.

          (b) Purchaser and its agents or representatives shall have no right to enter upon the Property except with Seller’s prior approval, which shall not be unreasonably withheld. Any such entry shall be upon not less than forty-eight (48) hours’ prior notice (except as otherwise set forth herein), shall be during normal business hours and shall be for the sole purpose of examining or inspecting the Property, including for the purpose of allowing Assumed Loan Lender to examine or inspect the Property, and such rights shall include the right to conduct a Phase I Environmental Site Assessment (a “Phase I”); provided that (i) no such entry upon the Property shall interfere with the operations of Seller’s business on the Property or the rights of tenants, and (ii) Purchaser maintains (and upon Seller’s request shall furnish to Seller a certificate of insurance evidencing the same) insurance insuring Seller against loss by reasons of matters set forth in the following sentence. Purchaser hereby agrees to pay, protect, defend, indemnify and save Seller harmless against all liabilities, obligations, claims (including mechanic’s lien claims), damages, penalties, causes of action, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) imposed upon, incurred by or asserted against Seller involving either bodily injury or property damage in connection with or arising out of the entry by Purchaser or its agents or representatives upon the Property, either prior to or after execution and delivery of this Agreement and caused by Purchaser’s employees, agents or independent contractors and the actions of such persons on the Property. In

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the event any portion of the Property is or has been damaged or excavated by Purchaser, its employees, agents or independent contractors, Purchaser agrees to return the Property to its condition immediately prior to such damage or excavation. Any inspection of units shall be made during ordinary business hours upon forty-eight (48) hours’ prior written notice to Seller, subject to rights under the Leases. Notwithstanding anything contained in this Agreement to the contrary, Purchaser shall have no right to conduct a Phase II Environmental Site Assessment (a “Phase II”) unless (i) the results of Purchaser’s or its lender’s Phase I recommends such Phase II, and (ii) Seller consents to such Phase II, which consent shall not be unreasonably withheld. In the event that Seller fails to grant its consent to such Phase II, or in the event that the lender of the Assumed Loan (the “Assumed Loan Lender”) is not satisfied with the results of such lender’s inspections, examinations and investigations of the Property within the Lender’s Approval Period (as defined in Section 8(a)(i) below), then Purchaser may, as its sole remedy, terminate this Agreement, whereupon the Earnest Money Note shall be returned to Purchaser, and neither party shall have any rights or obligations under this Agreement except those that expressly survive a termination of this Agreement.

          (c) Notwithstanding any provision to the contrary herein, including, without limitation, any provision stating that this Agreement shall become null and void following a return or application of the Earnest Money Note or any portion thereof, Purchaser’s obligations under this Section 7 shall survive the expiration or termination of this Agreement, and shall survive Closing.

          (d) Purchaser hereby acknowledges and agrees that it has no rights of inspection or examination of the Property except as set forth herein, provided, however, that in no event shall any discoveries or findings made during such inspections or examinations entitle

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Purchaser to terminate this Agreement except as expressly set forth herein, it being the intent of the parties hereto that, except as expressly set forth herein, Purchaser has no due diligence period under this Agreement.

          (e) Purchaser shall give Seller written notice of those Contracts Purchaser desires Seller to terminate not less than forty-five (45) days prior to Closing, and Seller shall arrange to terminate those Contracts designated by Purchaser as of the Closing.

          (f) PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5 OR OTHERWISE IN THIS AGREEMENT, SELLER IS SELLING AND PURCHASER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT PURCHASER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical condition of the Property, including, but not limited to, the structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing, sewage and utility systems, facilities and appliances, (ii) the quality, nature, adequacy and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property, (vi) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants,

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conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence of Hazardous Materials on, under or about the Property or the adjoining or neighboring property, (viii) the quality of any labor and materials used in any improvements on the Real Property, (ix) the condition of title to the Property, (x) the Leases or Contracts and (xi) the economics of the operation of the Property.

          (g) Without limiting the above, except with respect to a breach by Seller of any of the representations and warranties contained in Section 5 hereof or Seller’s obligations hereunder, or Seller’s fraud, Purchaser on behalf of itself and its successors and assigns waives its right to recover from, and forever releases and discharges, Seller, Seller’s affiliates, Seller’s investment manager, the partners, trustees, shareholders, directors, officers, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns, from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the physical condition of the Property or any law or regulation applicable thereto, including, without limitation, the Environmental Laws.

          (h) The provisions of this Section 7 shall survive the Closing.

     8. CONDITIONS PRECEDENT TO CLOSING

          (a) The following shall be conditions precedent to Purchaser’s obligation to consummate the purchase and sale transaction contemplated herein (“Purchaser’s Conditions Precedent”):

          (i) Prior to the expiration of the period commencing on the Effective Date and continuing for ninety (90) days thereafter (as such initial 90-day period may be

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extended by Purchaser as provided below, the “Lender’s Approval Period”), Purchaser shall have obtained, on terms acceptable to Purchaser in its sole discretion, approval from the Assumed Loan Lender for the assumption of the Assumed Loan by Purchaser, the assignment of the Assumed Loan by Seller and the release of Seller or any guarantor of the Assumed Loan affiliated with Seller from their respective obligations under the Assumed Loan Documents from and after the Closing, and shall have delivered reasonably satisfactory written evidence of the same to Seller (the “Assumption Approval”). The “Assumption Approval” shall be deemed to include (1) the satisfactory completion by the Assumed Loan Lender of all diligence investigations, inspections and tests, and (2) the full negotiation and final approval of the Loan Assumption Documents (as defined below) by Purchaser, Seller and the Assumed Loan Lender. Purchaser shall have the one-time right to extend the initial 90-day Lender’s Approval Period for an additional period of up to ninety (90) days, provided that (A) Purchaser delivers written notice to Seller of its election to so extend the initial 90-day Lender’s Approval Period five (5) business days prior to the expiration of the initial 90-day Lender’s Approval Period (the “Extension Notice”), (B) simultaneously with Purchaser’s delivery of the Extension Notice, Purchaser shall deliver to Seller an additional Promissory Note in the form attached hereto as Exhibit E and in the face amount of one percent (1%) of the Purchase Price, or One Hundred Twenty Eight Thousand Two Hundred Ten and No/100 Dollars ($128,210.00) (which, for purposes of this Agreement, shall be deemed to constitute and be a part of the “Earnest Money Note” and shall be held by Seller pursuant to the terms of Section 3 above), and (C) Assumed Loan Lender shall not have refused to grant the Assumption Approval at any time prior to Purchaser’s delivery of the

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Extension Notice. Seller agrees to cooperate with and to take all reasonable action to facilitate Purchaser’s receipt of the Assumption Approval, however, Purchaser shall be solely responsible to pay to Assumed Loan Lender any and all costs, fees and expenses required in connection with the Assumed Loan assignment, assumption and release (other than Seller’s legal fees to review the Loan Assumption Documents). Purchaser and Seller shall execute and deliver at Closing, a loan assumption agreement and any other documents required in connection with the assignment and assumption of the Assumed Loan and the release of Seller and any guarantor affiliated with Seller on the terms reflected in the Assumption Approval, in form and content reasonably satisfactory to Purchaser and Seller (the “Loan Assumption Documents”). In the event that Seller or Purchaser fails to execute and deliver the Loan Assumption Documents or the Assumed Loan Lender fails to approve the assignment, assumption and release as aforesaid, either Seller or Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the Earnest Money Note to Purchaser. Purchaser shall apply to Assumed Loan Lender for Assumption Approval within sixty (60) days after the Effective Date (the “Assumption Commencement”) and use good faith and diligent efforts to obtain such consent from the Assumed Loan Lender prior to the expiration of the Lender’s Approval Period; provided, however, so long as Purchaser complies with its obligations under this Section 8(a), in no event shall Purchaser have any liability for its failure to achieve such consent.

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          (ii) Prior to the expiration of the Lender’s Approval Period, the OP Units to be issued to the Beneficial Owners pursuant to this Agreement, together with the OP Units to be issued by Purchaser to the beneficial interest holders of the seven other Delaware statutory trusts known as Mission Barton Creek, DST, Mission Brentwood, DST, Mission Briley Parkway, DST, Mission Capital Crossing, DST, Mission Mayflower Downs, DST, Mission Preston Wood, DST, and Mission Tanglewood, DST (collectively, the “Other DSTs”) in accordance with the seven purchase and sale agreements of contemporaneous date herewith between Purchaser and the Other DSTs shall have been duly registered (collectively, the “Registrations”) pursuant to an effective registration statement with the U.S. Securities and Exchange Commission (“SEC”) and in each state or provincial jurisdiction where registration is required in accordance with all applicable federal, state and provincial laws, rules and regulations (each, a “Registration Statement” and collectively, the “Registration Statements”). Purchaser agrees to use good faith and diligent efforts to prepare and file the Registration Statements and to cause the Registration Statements to be declared effective in each jurisdiction where required, and shall commence the process of obtaining the Registrations within the Assumption Commencement. Seller agrees to provide Purchaser and its auditor with reasonable assistance and cooperation, at no cost or expense to Seller, in preparing the Registration Statements, including, without limitation, by providing Seller with access to any audited and unaudited financial statements previously prepared by Seller and its auditors, bank statements, general ledgers, accountant’s work papers, property records, and such other books and records as Purchaser may reasonably request, and by providing an assurance or representation letter on Purchaser’s auditor’s form and a response to the Audit Inquiry

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Letter (as defined below) from Seller’s counsel on such counsel’s standard form of response to an audit inquiry letter, all in order to prepare such Registration Statements (provided that in no event shall Seller or any affiliate of Seller have any liability to Purchaser or its auditor for the assurances or representations made therein). In the event that the Purchaser’s Condition Precedent contained in this Section 8(a)(ii) is not satisfied prior to the expiration of the Lender’s Approval Period, Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the Earnest Money Note to Purchaser. In the event that (a) the OP Units are duly registered pursuant to a Registration Statement that has been declared effective by the SEC and by each other jurisdiction where each of the Beneficial Owners reside, but the Registration Statement is not yet effective in certain other jurisdictions where each of the beneficial owners of the Other DSTs reside, and (b) Purchaser has received comments and feedback on the Registration Statements from each jurisdiction such that Purchaser reasonably determines that material changes will be required to the disclosure statement contained in the Registration Statement before it will become effective in those remaining jurisdictions in accordance with the laws, rules and regulations of each such jurisdiction, then Purchaser may elect to defer Closing on the Property under this Agreement until such time as the Registration Statements become effective in such other jurisdictions or the Purchaser believes no further material changes will be required to the disclosure statement contained in the Registration Statements. For the avoidance of doubt, Seller and Purchaser intend to proceed to Closing as soon as reasonably practicable, and Purchaser will only defer Closing to the extent it has a

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reasonable belief that material changes to the disclosure statement contained in the Registration Statements will be required. Purchaser will provide regular status updates to Seller with respect the effectiveness of the Registration Statements in each jurisdiction, and, to the extent Purchaser believes a material change to the disclosure statement contained in the Registration Statements will be required, Purchaser will share any correspondence received from any jurisdiction on the issue and will discuss the issue with Seller and explain the basis of Purchaser’s belief that such a material change will be required. Notwithstanding the foregoing, Seller understands and acknowledges that any determination regarding the materiality of any change in or issue relating to the Registration Statement shall be made by Purchaser.

          (iii) Immediately following the time that the Registration Statement filed with the SEC and each applicable state or other jurisdiction is declared effective, Seller shall have confirmed to Purchaser its acceptance of the Net Purchase Price in the form OP Units, which acceptance shall be in Seller’s sole discretion.

          (iv) Title shall have been approved by Purchaser under Section 4 with Title Insurer standing ready to issue an owner’s policy of title insurance (and an endorsement to the existing mortgagee’s title insurance policy in the form required by the Assumed Loan Lender) in the form customarily delivered in the State insuring Purchaser’s interest in the Real Property, dated the day of the Closing, with liability in the amount of the Purchase Price, subject only to the Permitted Encumbrances and the encumbrances related to the Assumed Loan, together with such endorsements as Purchaser reasonably may require and as are available in the State in which the Real Property is located (the “Title Policy”).

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          (v) Seller shall have executed and delivered to Purchaser a certificate (the “Certificate”) in the form attached hereto as Exhibit M updating the representations and warranties of Seller through Closing, which Certificate Seller covenants to deliver unless material new matters or knowledge of a material defect arises, in which case Seller shall deliver a Certificate stating such matter. Purchaser may then (i) waive such matter and consummate the transaction contemplated hereby or (ii) terminate this Agreement, in which case neither party shall have any further obligations or liabilities hereunder and any documents shall be returned to the party depositing the same and the Earnest Money shall be returned to Purchaser.

          (vi) There shall be no Hazardous Materials at the Property that were not shown in the Phase I or Phase II (if applicable).

          In the event that any Purchaser’s Conditions Precedent is not satisfied, Purchaser shall give written notice thereof to the Seller, and unless Purchaser waives such Purchaser’s Conditions Precedent, this Agreement shall terminate and both Seller and Purchaser shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Section 7, and the Earnest Money Note shall be returned to Purchaser.

          (b) As a condition precedent to Seller’s obligations to consummate the purchase and sale transaction contemplated herein (“Seller’s Conditions Precedent”), (i) Purchaser shall have duly performed in all material respects each and every covenant and agreement to be performed by Purchaser pursuant to this Agreement, (ii) Purchaser’s representations, warranties and covenants shall be true and correct in all material respects as of the Closing Date, (iii) Assumed Loan Lender shall have granted the Assumption Approval

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pursuant to the terms of Section 8(a)(i) above, and (iv) Purchaser shall have obtained the Registrations pursuant to the terms of Section 8(a)(ii) above. In the event that any Seller’s Conditions Precedent are not satisfied, Seller shall give written notice thereof to the Purchaser, and unless Seller waives such Seller’s Conditions Precedent, this Agreement shall terminate and both Purchaser and Seller shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Section 7.

     9. ADDITIONAL COVENANTS OF SELLER

          Seller hereby covenants with Purchaser, as follows:

          (a) Seller shall not enter into any Contract with respect to the Property which will survive the Closing or will otherwise affect the use, operation or enjoyment of the Property after the Closing, unless Seller first shall have obtained Purchaser’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. If Purchaser has not notified Seller within five (5) business days of receipt of a request for approval of its decision, Purchaser shall be deemed to have approved the matter.

          (b) The Existing Insurance Policies, or equivalent coverage, shall remain continuously in force through the day of the Closing.

          (c) At all times prior to the Closing, Seller shall (i) operate and manage the Property in substantially the same manner it presently operates and manages the Property (provided, however, that Seller shall not be required to make any capital repairs to the Property or any component thereof) and Seller, shall not make any withdrawals from any capital reserve accounts in amounts in excess of $10,000.00 without providing written notice to Purchaser, (ii) maintain all material present services, (iii) maintain the Property in good repair and working order, reasonable wear and tear excepted, and (iv) perform when due all of Seller’s material obligations under the Leases, the instruments securing any mortgage lien on the Property,

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Contracts, Governmental Approvals and other agreements relating to the Property and otherwise in accordance with applicable laws, ordinances, rules and regulations affecting the Property. Prior to and as of the Closing, Seller shall cause all vacant units to be made rent-ready and available for occupancy based on standards and methods used by Seller prior to execution of this Agreement and shall cause all appliances in all vacant units to be clean and in working order (the “Appliance Standards”). Purchaser shall receive a credit of One Thousand and No/100 Dollars ($1,000.00) for each unit that became vacant on a date that is five (5) or more days prior to Closing and that is not rent-ready (as reasonably determined by Purchaser based on standards customary in the industry) and available for occupancy as of the day of Closing, provided that such $1,000.00 shall not include any costs to cause the appliances to meet the Appliance Standards. After full execution of this Agreement and until the Closing, Seller shall maintain all existing personnel on the Property in their current employment positions at their current rates of compensation. In the event of the Closing of the purchase of the Property, Purchaser shall not retain the existing employees and management agents of Seller for the Property, and, accordingly, on the Closing, Seller shall (i) cause all employment and management agreements respecting the Property to be terminated, and deliver evidence of such termination to Purchaser, and (iii) remove all employees and management personnel from the Property. Except for the obligation of Seller to use its reasonable efforts to fully enforce the material obligations of Tenants under the Leases, nothing contained in this Section 9(c) shall be deemed or construed as imposing any obligations of such Tenants onto Seller. Seller shall terminate, as of the day of the Closing, those of the Contracts designated in writing by Purchaser (no less than forty-five (45) days prior to Closing) which may by their terms be so terminated. None of the Personal Property

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shall be removed from the Real Property, unless replaced by Personal Property of equal or greater utility and value unless such Personal Property has no value or use at the Property.

          (d) Seller shall pay or contest the same (with notice to Purchaser of any such contests) in full, prior to the Closing, all bills and invoices for labor, goods, utility charges, material and services of any kind relating to the Property.

          (e) Seller agrees to pay any brokerage or leasing fee or similar commission or other compensation with respect to the Leases, if any (“Leasing Commissions”), which is or will become due and payable prior to the Closing, except for lease renewals, or exercises of expansion options, entered into after the date of this Agreement which shall be Purchaser’s obligation if the Closing occurs. The amount of such fees or commissions due on an absolute basis prior to Closing will be credited against the Purchase Price payable by Purchaser at the Closing; provided, however, that all such fees or commissions or other compensation due or payable after the Closing on an absolute or contingent basis (including fees or commissions or other compensation with respect to renewals, but only to the extent disclosed on Exhibit I) shall become obligations of Purchaser after the Closing.

          (f) After the date hereof and prior to the Closing, (i) Seller shall not enter into any new leases with respect to the Property without Purchaser’s prior written consent unless such new leases are on Seller’s standard form residential lease, the rent and landlord concessions and incentives are consistent with Seller’s current practices, and the leases are otherwise entered into in the ordinary course of Seller’s business of leasing and operating the Property, (ii) except for leases described above, no part of the Property, or any interest therein, shall be alienated, liened, encumbered or otherwise transferred, and (iii) Seller shall make all payments of principal and interest required under any mortgages encumbering the Property due prior to the Closing.

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          (g) Seller shall promptly notify Purchaser of any change in any condition with respect to the Real Property or of any event or circumstance which makes any representation or warranty of Seller to Purchaser under this Agreement materially untrue or misleading, or any covenant of Seller under this Agreement incapable or less likely of being performed.

          (h) Seller shall deliver to Purchaser on a monthly basis until Closing updated operating statements and Rent Rolls.

          (i) Seller shall not apply any tenant’s security deposit unless the tenant is out of its premises as of Closing.

          (j) Seller shall give Purchaser prompt notice of any fire or other casualty affecting the Property.

          (k) Seller shall give Purchaser prompt notice of any violation issued in writing and received by Seller by any governmental authorities with respect to the Property.

     10. SELLER’S CLOSING DOCUMENTS

          At the Closing, Seller shall deliver to Purchaser the following, in form and substance reasonably acceptable to Purchaser:

          (a) A special warranty deed executed by Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan.

          (b) A Bill of Sale, executed by Seller (the “Bill of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and

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adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any.

          (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable).

          (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing.

          (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals.

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          (f) Any keys in the possession of Seller to all locks located in the Property.

          (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction.

          (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto.

          (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct.

          (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

          (k) The Certificate.

          (l) A standard termite bond if Purchaser’s inspections reveal active infestation by wood destroying insects.

          (m) Executed counterparts of the Loan Assumption Documents.

          (n) The original Earnest Money Note.

          (o) Any other documents, instruments or agreements called for hereunder which have not previously been delivered and are reasonably necessary or required (A) by Title Insurer to issue the Title Policy or (B) by the Assumed Loan Lender or Purchaser in connection with the assumption of the Assumed Loan by Purchaser (including, the Loan Assumption Documents), the release of Seller or any guarantor that is affiliated with Seller from all obligations under the Assumed Loan from and after the Closing and the transfer from Seller to

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Purchaser of any and all escrow or reserve accounts related to the Property (whether held by Seller or the Assumed Loan Lender) and security deposits related to the Leases.

     11. PURCHASER’S CLOSING DOCUMENTS

          At the Closing, Purchaser shall deliver to Seller:

          (a) An executed counterpart of the Contract Assignment.

          (b) An executed counterpart of the Lease Assignment.

          (c) The Purchase Price, net of prorations, by issuance of the OP Units in accordance with the terms of Section 3(c) above.

          (d) Executed counterparts of the Loan Assumption Documents.

          (e) Reasonable proof of the authority of Purchaser’s signatories.

          (f) An executed counterpart of the Tax Protection Agreement in the form attached hereto as Exhibit H, for each Beneficial Owner that has also executed a Tax Protection Agreement.

          (g) The documents necessary to transfer the OP Units to each Beneficial Owner that has executed and delivered the documents required by Section 3(c).

          (h) Any other documents, instruments or agreements reasonably necessary to close the transaction as contemplated by this Agreement or by the Assumed Loan Lender or Seller in connection with the assignment of the Assumed Loan by Seller (including, the Loan Assumption Documents), the release of Seller or any guarantor that is affiliated with Seller from all obligations under the Assumed Loan from and after the Closing and the transfer from Seller to Purchaser of any and all escrow or reserve accounts related to the Property (whether held by Seller or the Assumed Loan Lender) and security deposits related to the Leases.

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     12. PRORATIONS AND ADJUSTMENTS

          The following shall be prorated and adjusted between Seller and Purchaser as of the day of the Closing, except as otherwise specified:

          (a) Collected Rents and other charges, other than for Tenants who owe Delinquent Rents (as hereinafter defined), shall be prorated by credit to Purchaser. Prepaid rents and other charges shall be credited to Purchaser. The rent and all other sums which are due and payable to Seller by any tenant but uncollected as of the Closing shall not be adjusted, but Purchaser shall cause the rent and other sums for the period prior to Closing to be remitted to Seller if, as, and when collected (but Purchaser shall not be required to take legal action for such amounts accruing prior to the Closing). At Closing, Seller shall deliver to Purchaser a schedule of all rent, charges and other amounts payable by tenants after the Closing with respect to which Seller is entitled to receive a share under this Agreement, and any amount due and owing to Seller before the Closing by tenants under the Leases which are unpaid on the date of Closing (such amounts are collectively referred to herein as the “Delinquent Amounts”). Rental and other payments received by Purchaser from tenants shall first be applied toward Purchaser’s actual out-of-pocket costs (including reasonable attorneys’ fees) of collection, and then toward the payment of current rent and other charges owed to Purchaser for periods after the Closing, and any excess monies received shall be applied toward the payment of Delinquent Amounts; provided, however, that any rent received by Purchaser from tenants who owe Delinquent Amounts during the month in which the Closing occurs shall first be applied to the payment of such tenants’ Delinquent Amounts, if any, with respect to the month in which the Closing occurs, and not toward the payment of rent and other charges for previous or subsequent months. Purchaser may not waive any Delinquent Amounts or modify a Lease so as to reduce amounts or charges owed under Leases for any period in which Seller is entitled to receive a share of charges

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or amounts, without first obtaining the written consent of Seller. If a Delinquent Amount due Seller is not paid by a tenant within the later of (x) sixty (60) days after Closing or (y) sixty (60) days after billing therefor, Seller shall have the right to attempt to effect collection by litigation or otherwise so long as Seller does not take any action which would affect such tenant’s right to occupy its leased premises or terminate its lease. With respect to Delinquent Amounts owed by tenants that are no longer tenants of the Property as of the date of Closing, Seller shall retain all rights relating thereto.

          (b) The amount of all security and other Tenant deposits and interest due thereon, if any, shall be transferred to Purchaser. Purchaser shall assume at Closing the obligation, if any, to pay security and other deposits to tenants under the Leases, to the extent that such deposits are transferred to Purchaser at Closing. Seller shall indemnify and hold Purchaser harmless for the amounts, if material, by which (i) the amount of security and other deposits (together with interest due thereon as may be required by law or by the Lease), required to be held under the terms of the Leases exceeds (ii) the amount actually transferred to Purchaser at Closing.

          (c) To the extent not covered by any tax escrows to be assigned to Purchaser at Closing pursuant to Section 12(g) below, accrued general real estate, personal property and ad valorem taxes and assessments for the current tax year shall be prorated on the basis of bills, if available prior to the Closing, which shall be re-prorated after Closing on the basis of actual bills received covering the period which includes the Closing Date.

          (d) Fuel, water and sewer service charges, and charges for gas, electricity, telephone and all other utility and fuel charges, as well as all deposits to utility companies, governmental entities or any other person shall be prorated ratably on the basis of the last

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ascertainable bills (and reprorated upon receipt of the actual bills or invoices) to the extent not paid directly by tenants under their respective Leases unless final meter readings and final invoices can be obtained. To the extent practicable, Seller shall cause meters for utilities to be read not more than one (1) day prior to the date of Closing.

          (e) Amounts due, commissions, up-front revenues and incentives, and prepayments under the Contracts to be assigned to Purchaser. All amounts for services rendered or materials furnished under the Contracts assumed by Purchaser and accruing after the Closing Date shall be the responsibility of Purchaser.

          (f) Assignable license and permit fees paid on an annual or other periodic basis.

          (g) All escrow and reserve accounts (including without limitation, all capital improvement reserves and taxes and insurance escrows) held by Assumed Loan Lender in connection with the Assumed Loan and those held by Seller, if any, shall be assigned to Purchaser but there will be no adjustment to the Purchase Price or proration thereof.

          (h) Such other items that are customarily prorated in transactions of this nature (including, without limitation, any utilities paid by Seller under the Leases) shall be prorated; provided, however, that any insurance premiums shall not be prorated, but rather Seller shall cancel the Existing Insurance Policies as of Closing (and seek a separate refund from its insurer of any unearned premiums) and thereafter Purchaser shall obtain its own property insurance in conformance with the Assumed Loan Documents.

          Purchaser shall be deemed to be the owner of the Property and, therefore, entitled to the income from the Property and responsible for the expenses of the Property for the entire day upon which the Closing occurs. All such prorations shall be made on the basis of the actual

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number of days of the month which shall have elapsed as of the day of the Closing. To the extent information necessary to make such prorations is not available at the Closing or is determined to be inaccurate or incomplete after Closing, the amount of such prorations shall be subject to adjustment in cash after the Closing as and when complete and accurate information becomes available. All prorations shall otherwise be final. Seller and Purchaser agree to cooperate and use their best efforts to make such adjustments no later than sixty (60) days after the Closing as to all items except tax prorations, subject to mutual agreement to extend such sixty (60) day period, and with respect to tax prorations, to the extent not covered by any tax escrows to be assigned to Purchaser at Closing pursuant to Section 12(g) above, the parties shall make such adjustments upon receipt of the actual tax bills covering the period in which the Closing Date occurs. Except as set forth in this Section 12, all items of income and expense for the period prior to the Closing Date will be for the account of Seller, and all items of income and expense for the period on and after the Closing Date will be for the account of Purchaser, all as determined by the accrual method of accounting. Bills received after the Closing Date which relate to expenses incurred, services performed or other amounts allocable to the period prior to the Closing Date shall be paid by Seller.

          (i) Amounts on deposit with utility companies shall be credited to Seller at Closing, and promptly following the Closing, Purchaser shall inform such utilities of such change in ownership of the Property. Seller shall, from and after the Closing, at Seller’s sole cost and expense, have control over any ongoing tax appeals as to the Property that were commenced prior to the Closing and that pertain solely to the periods that Seller owned the Property. Seller shall, as applicable, retain all proceeds or reductions obtained from such appeals

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or pay all additional taxes or delinquencies imposed for such periods. Seller shall keep Purchaser informed as to any such appeals.

     13. CLOSING

          The “Closing” of the transaction contemplated by this Agreement (that is, the payment of the Purchase Price by issuing or becoming irrevocably committed to issue, as applicable, the OP Units, the return to Purchaser of the Earnest Money Note, the transfer of title to the Property, and the satisfaction of all other terms and conditions of this Agreement) shall occur in escrow by each party delivering their respective documents and funds to the Title Insurer with closing instructions consistent with this Agreement, or if deemed to be necessary, at 10:00 a.m. local time at the offices of the Title Insurer (or at such other location as agreed upon by the parties) on the date that is five (5) business days after the satisfaction of all Purchaser’s Conditions Precedent and Seller’s Conditions Precedent. The “Closing Date” shall be the date of Closing. Within ninety (90) days following Closing, Purchaser shall re-name the Property so as to exclude any reference to “Mission” or any derivation thereof, as applicable, unless Grubb & Ellis Property Management TRS, LLC, a Delaware limited liability company and an affiliate of Purchaser, Mission Residential Management, LLC, a Virginia limited liability company, MR Holdings, LLC, a Virginia limited liability company, Forward Capital, LLC, a Delaware limited liability company, and Christopher C. Finlay, an individual resident of the Commonwealth of Virginia, all affiliates of Seller, shall have closed under that certain Asset Purchase Agreement dated as of the Effective Date. Purchaser may continue to use the name “Mission” or any derivation thereof with respect to the Property during such 90-day period, and if requested by Purchaser, Seller agrees to grant a license to Purchaser, at not cost to Purchaser, to use the name “Mission” or any derivation thereof with respect to the Property during such 90-day period.

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     14. CLOSING COSTS

          Purchaser shall pay the cost of the Title Policy and its lender’s title policy and/or endorsement, the Survey, all transfer and recordation taxes and fees, all of the Title Insurer’s closing fees (including those for a “New York Style” closing) and recording fees. Seller shall be responsible for all accrued taxes of Seller prior to Closing and income taxes and other such taxes of Seller attributable to the sale of the Property to Purchaser. Purchaser shall be solely responsible for all costs associated with assuming the Assumed Loan, including, without limitation, paying all assumption and review fees, costs and expenses, if any. Each party shall bear the expense of its own counsel. In addition, all costs of Purchaser’s due diligence activities incurred prior to the Effective Date, including any engineering, environmental reports and lease and expense audits, as well as the cost of any examinations or inspections pursuant to Section 7 above, shall be paid by Purchaser.

     15. LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION

          (a) In the event that prior to the Closing, the Improvements, or any part thereof, are destroyed or materially damaged (as defined in Section 15(e)), Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such damage or destruction, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Earnest Money Note shall be returned to Purchaser, or (ii) to accept the Improvements in their then condition and to proceed with the Closing with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction. If Purchaser elects to proceed under clause (ii) above,

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Seller shall not compromise, settle or adjust any claims to such proceeds without Purchaser’s prior written consent.

          (b) In the event that prior to the Closing there is any non-material damage to the Improvements, or any part thereof, Seller shall repair or replace such damage prior to the Closing. Notwithstanding the preceding sentence, in the event Seller is unwilling or unable to repair or replace such damage, Seller shall notify Purchaser of such fact (“Seller’s Notice”) and Purchaser thereafter shall have the right, exercisable by giving Seller notice within fifteen (15) business days after receiving Seller’s Notice either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Earnest Money Note shall be returned to Purchaser, or (ii) to accept the Improvements in their then condition with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to insurance proceeds payable by reason of such non-material damage. For purposes of contemplating any repairs or replacements under this Section 15(b), the Closing may be extended for a reasonable time to allow such repairs or replacements to be made by Seller.

          (c) In the event that prior to the Closing, all or any material portion (as defined in Section 15(e)) of the Land and Improvements are subject to a taking by public authority, Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such taking, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing

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the same and the Earnest Money Note shall be returned to Purchaser, or (ii) to accept the Land and Improvements in their then condition, without a reduction in the Purchase Price, and to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent.

          (d) In the event that prior to the Closing, any non-material portion of the Land or Improvements is subject to a taking, Purchaser shall accept the Property in its then condition and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to any award in connection with such taking. In the event of any such non-material taking, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent.

          (e) For the purpose of this Section 15, damage to the Improvements or a taking of a portion thereof shall be deemed to involve a material portion thereof if the reasonably estimated cost of restoration or repair of such damage or the amount of the condemnation award with respect of such taking shall exceed One Hundred Thousand and No/100 Dollars ($100,000.00), or if the number of parking spaces is reduced or if the entrances and entrance signs are relocated.

          (f) Seller agrees to give Purchaser prompt notice of any taking, damage or destruction of the Land or Improvements.

          (g) The provisions of this Section 15 shall survive the Closing.

     16. DEFAULT

          (a) Notwithstanding anything to the contrary contained in this Agreement, if after Seller materially breaches a representation or warranty of Seller hereunder or defaults under the terms of this Agreement, at Purchaser’s option, Purchaser may elect as its sole remedy (i) to

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terminate this Agreement, whereupon the Earnest Money Note shall be returned to Purchaser and neither party shall have any rights or obligations under this Agreement, except those that expressly survive a termination of this Agreement, and in the event such material breach is also intentional, Seller shall reimburse Purchaser for Purchaser’s actual out-of-pocket costs and expenses incurred in connection the transaction contemplated by this Agreement (including, without limitation, reasonable attorneys’ fees) up to the Cap, or (ii) Purchaser may sue Seller for specific performance of the sale of the Property in accordance with the terms of this Agreement.

          (b) Notwithstanding anything to the contrary contained in this Agreement, if Purchaser defaults under the terms of this Agreement, the Earnest Money Note shall become due and payable to Seller as liquidated damages, which shall be Seller’s sole and exclusive remedy at law or equity against Purchaser, and neither party shall have any rights or obligations under this Agreement except those that expressly survive a termination of this Agreement. Seller and Purchaser acknowledge and agree that (1) the Earnest Money Note is a reasonable estimate of and bears a reasonable relationship to the damages that would be suffered and costs incurred by Seller as a result of having withdrawn the Property from sale and the failure of Closing to occur due to a default of Purchaser under this Agreement; (2) the actual damages suffered and costs incurred by Seller as a result of such withdrawal and failure to close due to a default of Purchaser under this Agreement would be extremely difficult and impractical to determine; (3) Purchaser seeks to limit its liability under this Agreement to the amount of the Earnest Money Note in the event this Agreement is terminated and the transaction contemplated by this Agreement does not close due to a default of Purchaser under this Agreement; and (4) the Earnest Money Note shall be and constitute valid liquidated damages and not a penalty.

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     17. INTENTIONALLY OMITTED

     18. BROKERS

          (a) Purchaser hereby acknowledges that it is liable for, and agrees to pay at Closing, a brokerage commission to FBR Capital Markets & Co. (“FBR”) pursuant to the terms of that certain agreement entered into by FBR and an affiliate of Seller on January 29, 2010, as amended by that certain first amendment to engagement letter dated August 21, 2010. Seller represents and warrants to Purchaser that no other brokerage commissions, finder’s fees or other compensation is due or payable by reason of the actions of Seller with respect to the transaction contemplated hereby. Seller agrees to indemnify and hold Purchaser harmless from and against any losses, damages, costs and expenses (including attorneys’ fees) incurred by Purchaser by reason of any breach or inaccuracy of the representation and warranty contained in this Section 18(a).

          (b) Except as provided above, Purchaser represents and warrants to Seller that Purchaser has not entered into any agreement or incurred any obligation which might result in the obligation to pay any brokerage commission, finder’s fee or other compensation with respect to the transaction contemplated hereby. Purchaser agrees to indemnify and hold Seller harmless from and against any losses, damages, costs and expenses (including attorneys’ fees) incurred by Seller by reason of any breach or inaccuracy of the representation and warranty contained in this Section 18(b).

          (c) The provisions of this Section 18 shall survive the Closing.

     19. MISCELLANEOUS

          (a) Each individual and entity executing this Agreement hereby represents and warrants that he or it has the capacity set forth on the signature pages hereof with full power

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and authority to bind the party on whose behalf he or it is executing this Agreement to the terms hereof.

          (b) This Agreement is the entire Agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements between the parties with respect to the matters contained in this Agreement. Any waiver, modification, consent or acquiescence with respect to any provision of this Agreement shall be set forth in writing and duly executed by or in behalf of the party to be bound thereby. No waiver by any party of any breach hereunder shall be deemed a waiver of any other or subsequent breach.

          (c) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by other parties to this Agreement attached thereto.

          (d) Any communication, notice or demand of any kind whatsoever which either party may be required or may desire to give to or serve upon the other shall be in writing and delivered by personal service (including express or courier service), by overnight courier or by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

Seller:	Mission Battleground Park, DST
	10467 White Granite Drive, Suite 300
	Oakton, Virginia 22124
	Attn: Christopher Finlay
Purchaser:	Grubb & Ellis Apartment REIT Holdings, L.P.
	1606 Santa Rosa Road, Suite 109
	Richmond, Virginia 23229
	Attn: Gus R. Remppies

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Any party may change its address for notice by written notice given to the other in the manner provided in this Section. Any such communication, notice or demand shall be deemed to have been duly given or served on the date personally served, if by personal service, or on the date shown on the return receipt or other evidence of delivery, if mailed or sent by overnight delivery.

          (e) The parties agree to execute such other instruments and to do such further acts as may be reasonably necessary to carry out the provisions of this Agreement.

          (f) The making, execution and delivery of this Agreement by the parties hereto has been induced by no representations, statements, warranties or agreements other than those expressly set forth herein.

          (g) Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law, but, if any provision of this Agreement shall be invalid or prohibited thereunder, such invalidity or prohibition shall be construed as if such invalid or prohibited provision had not been inserted herein and shall not affect the remainder of such provision or the remaining provisions of this Agreement.

          (h) The language in all parts of this Agreement shall be in all cases construed simply according to its fair meaning and not strictly for or against any of the parties hereto. Section headings of this Agreement are solely for convenience of reference and shall not govern the interpretation of any of the provisions of this Agreement.

          (i) This Agreement shall be governed by and construed in accordance with the laws of the State.

          (j) This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and to their respective transferees, successors, and assigns; provided, however, that neither this Agreement nor any of the rights or obligations of Seller hereunder shall be

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transferred or assigned by Seller without the prior written consent of Purchaser except in connection with like-kind exchanges under Section 1031 of the Internal Revenue Code, provided that no such assignment shall relieve Seller of its obligations hereunder. Purchaser shall have the right to assign all of its right, title and interest under this Agreement without the prior written consent of Seller (but with prior written notice to Seller) to a wholly-owned subsidiary of Purchaser, to an entity managed or controlled by Purchaser or to an affiliate of Purchaser, provided that no such assignments shall relieve Purchaser of its obligations hereunder.

          (k) All Exhibits attached hereto are incorporated herein by reference.

          (l) Notwithstanding anything to the contrary contained herein, this Agreement shall not be deemed or construed to make the parties hereto partners or joint venturers, or to render either party liable for any of the debts or obligations of the other, it being the intention of the parties to merely create the relationship of seller and purchaser with respect to the Property to be conveyed as contemplated hereby.

          (m) This Agreement shall not be recorded or filed in the public land or other public records of any jurisdiction by either party and any attempt to do so may be treated by the other party as a breach of this Agreement.

          (n) During the period from the date of execution of this Agreement until the Closing or this Agreement is terminated, Seller agrees not to market the Property for sale, accept any offer for purchase, offer the Property for joint venture, apply for any financing, divulge to any potential purchaser or joint venturer or lender any written material with respect to the Property nor divulge nor communicate in any way to any potential purchaser or joint venturer or lender with respect to the Property, any information with respect to the Property.

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          (o) Unless provided to the contrary in any particular provision, all time periods shall refer to calendar days and shall expire at 5:00 p.m. Eastern Time on the last of such days; provided, however, that if the time for the performance of any obligation expires on a day which is not a “business day” (which term shall mean a Saturday, Sunday and days on which banks in the state where the Property is located are closed), the time for performance shall be extended to the next business day.

          (p) Seller acknowledges that Purchaser is a subsidiary of Grubb & Ellis Apartment REIT, Inc. (“Parent”), a publicly registered company that is required to disclose the existence of this Agreement upon full execution and to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Period”) for the Property. To assist Parent in preparing the SEC Filings, Sellers agree to (a) deliver an audit inquiry letter regarding pending litigation and other matters in the form attached hereto as Exhibit S (the “Audit Inquiry Letter”) to Sellers’ counsel prior to Closing, and (b) provide Parent with the following within thirty (30) days after the Closing: (i) access to bank statements for the Audited Year and Stub Period, (ii) Rent Roll as of the end of the Audited Year and Stub Period, (iii) operating statements for the Audited Year and Stub Period (iv) access to the general ledger for the Audited Year and Stub Period, (v) cash receipts schedule for each month in the Audited Year and Stub Period, (vi) access to invoices for expenses and capital improvements in the Audited Year and Stub Period, (vii) accounts payable ledger and accrued expense reconciliations in the Audited Year and Stub Period, (viii) check register for the three (3) months following the Audited Year and Stub Period, (ix) copies of all insurance documentation for the Audited Year and Stub Period, (x) copies of accounts receivable aging as

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of the end of the Audited Year and Stub Period along with an explanation for all accounts over thirty (30) days past due as of the end of the Audited Year and Stub Period, (xi) an executed assurance or representation letter from Seller to Parent’s auditor on such auditor’s form (provided that in no event shall Seller have any liability to Purchaser, Parent or such auditor for the assurances or representations made therein, but Seller shall reasonably cooperate, at no cost or expense to Seller, in connection with such audit, including, if required by Parent’s auditor, answering a standard SAS 99 questionnaire from such auditor), and (xii) an executed letter from Seller’s counsel in response to the Audit Inquiry Letter on such counsel’s standard form of response to an audit inquiry letter. The provisions of the foregoing two (2) sentences shall survive the Closing for a period of 180 days.

          (q) In the event of a default by either party of its obligations under this Agreement, the prevailing party in any action or proceeding in any court in connection therewith (including any action for specific performance) shall be entitled to recover from such other party its costs and expenses, including reasonable legal fees and associated court costs.

          (r) Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the parties hereto, to any person or entity other than the parties hereto.

          (s) The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof.

     20. REPRESENTATIONS. WARRANTIES AND COVENANTS WITH RESPECT TO THE USA PATRIOT ACT.

     All capitalized words and phrases and all defined terms used in the USA Patriot Act of 2001, 107 Public Law 56 (October 26, 2001) (as amended, the “Patriot Act”) and in other statutes and all orders, rules and regulations of the United States government and its various

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executive departments, agencies and offices related to the subject matter of the Patriot Act, including, but not limited to, Executive Order 13224 effective September 24, 2001, are hereinafter collectively referred to as the “Patriot Rules” and are incorporated into this paragraph.

          (a) Purchaser hereby represents and warrants to Seller that each and every “person” or “entity” affiliated with the respective party or that has an economic interest in the respective party or that has or will have an interest in the transaction contemplated by this Agreement or will participate, in any manner whatsoever, in the purchase of the Property, are:

          (i) not a “blocked” person listed in the Annex to Executive Order Nos. 12947, 13099 and 13224;

          (ii) in full compliance with the requirements of the Patriot Rules and all other requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”);

          (iii) operated under policies, procedures and practices, if any, that are in compliance with the Patriot Rules and available to Seller for Seller’s review and inspection during normal business hours and upon reasonable prior notice;

          (iv) not in receipt of any notice from the Secretary of State or the Attorney General of the United States or any other department, agency or office of the United States claiming a violation or possible violation of the Patriot Rules;

          (v) not listed as a Specially Designated Terrorist or as a blocked person on any lists maintained by the OFAC pursuant to the Patriot Rules or any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and

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regulations of the OFAC issued pursuant to the Patriot Rules or on any other list of terrorists or terrorist organizations maintained pursuant to the Patriot Rules;

          (vi) not a person who has been determined by competent authority to be subject to any of the prohibitions contained in the Patriot Rules; and

          (vii) not owned or controlled by or now acting and or will in the future act for or on behalf of any person or entity named in the Annex or any other list promulgated under the Patriot Rules or any other person who has been determined to be subject to the prohibitions contained in the Patriot Rules.

          (b) Purchaser covenants and agrees that in the event it receives any notice that it or any of its beneficial owners or affiliates or participants become listed on the Annex or any other list promulgated under the Patriot Rules or indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, it shall immediately notify Seller and, in such event, this Agreement shall automatically be deemed terminated, in which event all Earnest Money shall be returned to Purchaser and the parties shall have no further rights or obligations under this Agreement, except for all other rights, liabilities or obligations that survive a termination of this Agreement.

[Remainder of Page Intentionally Blank]

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

SELLER:	MISSION BATTLEGROUND PARK, DST, a Delaware statutory trust
	By:	Mission Trust Services, LLC
	Its:	Signatory Trustee
		By:	/s/ Christopher C. Finlay
		Name:	Christopher C. Finlay
		Title:	Manager
PURCHASER:	GRUBB & ELLIS APARTMENT REIT HOLDINGS, L.P., a Virginia limited partnership
	By:	Grubb & Ellis Apartment REIT, Inc.
	Its:	General Partner
		By:	/s/ Stanley J. Olander, Jr.
		Its:	Stanley J. Olander, Jr.
		Title:	Chief Executive Officer

S-1

EX-10.8

Exhibit 10.8

PURCHASE AND SALE AGREEMENT

by

and

between

MISSION MAYFIELD DOWNS, DST, a Delaware statutory trust,

“Seller”

and

GRUBB & ELLIS APARTMENT REIT HOLDINGS, L.P.,
a Virginia limited partnership

“Purchaser”

PURCHASE AND SALE AGREEMENT

INDEX

1. IDENTIFICATION OF PARTIES	1
2. DESCRIPTION OF THE PROPERTY	2
3. THE PURCHASE PRICE	3
4. TITLE	5
5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER	7
6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER	13
7. SELLER’S DELIVERIES	14
8. CONDITIONS PRECEDENT TO CLOSING	20
9. ADDITIONAL COVENANTS OF SELLER	27
10. SELLER’S CLOSING DOCUMENTS	30
11. PURCHASER’S CLOSING DOCUMENTS	33
12. PRORATIONS AND ADJUSTMENTS	34
13. CLOSING	38
14. CLOSING COSTS	39
15. LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION	39
16. DEFAULT	41
17. INTENTIONALLY OMITTED	43
18. BROKERS	43
19. MISCELLANEOUS	43
20. REPRESENTATIONS. WARRANTIES AND COVENANTS WITH RESPECT TO THE USA PATRIOT ACT	48

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EXHIBITS

EXHIBIT A	-	Legal Description of the Land
EXHIBIT A-1	-	Due Diligence Delivery Documents
EXHIBIT B	-	Rent Roll
EXHIBIT C	-	List of Personal Property
EXHIBIT D	-	List of Intangible Personal Property
EXHIBIT E	-	Form of Earnest Money Note
EXHIBIT F	-	Partnership Agreement
EXHIBIT G	-	Form of Beneficial Owner’s Tax Basis Certification
EXHIBIT H	-	Tax Protection Agreement
EXHIBIT I	-	Schedule of Commissions
EXHIBIT J	-	Schedule of Contracts
EXHIBIT J-1	-	Existing Management Agreement
EXHIBIT K	-	Schedule of Litigation and Disclosure Items
EXHIBIT L	-	Form of Seller’s Certification of Non-Foreign Status
EXHIBIT L-1	-	Form of Beneficial Owner’s Certification of Non-Foreign Status
EXHIBIT M	-	Form of Certificate Regarding Representations and Warranties
EXHIBIT N	-	Form of Limited Power of Attorney
EXHIBIT O	-	Form of Bill of Sale
EXHIBIT P	-	Form of Contract Assignment
EXHIBIT Q	-	Form of Lease Assignment
EXHIBIT R	-	Form of Notice to Tenants
EXHIBIT S	-	Form of Audit Inquiry Letter

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PURCHASE AND SALE AGREEMENT

1. IDENTIFICATION OF PARTIES

          THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of ___, 2010, between MISSION MAYFIELD DOWNS, DST, a Delaware statutory trust (“Seller”) and GRUBB & ELLIS APARTMENT REIT HOLDINGS, L.P., a Virginia limited partnership, or its permitted assigns (“Purchaser”).

R E C I T A L S

     A. Seller owns that certain real property located in the City of Grand Prairie in Tarrant County, Texas (the “State”), consisting of approximately 10.9 acres of land, commonly known as “Mission Mayfield Downs Apartments,” and more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the “Land”), together with the improvements located thereon, containing 258 apartment units, and all other improvements located thereon (the “Improvements”).

     B. Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, all of Seller’s right, title and interest in and to the Property (hereinafter defined) for the price and on the terms and conditions hereinafter set forth.

     C. The date Purchaser receives a fully executed original counterpart of this Agreement shall be the “Effective Date.”

     NOW, THEREFORE, in consideration of the foregoing, the covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

2. DESCRIPTION OF THE PROPERTY

          Seller hereby agrees to sell and convey to Purchaser and Purchaser hereby agrees to purchase from Seller all of Seller’s right, title and interest in and to the following:

          (a) The Land, together with the Improvements;

          (b) All of Seller’s interest as lessor in all leases covering the Land and the Improvements (said leases, together with any and all amendments, modifications or supplements thereto, are hereinafter referred to collectively as the “Leases” and are identified in the Rent Roll (hereinafter defined) attached hereto as Exhibit B);

          (c) All rights, privileges, easements and appurtenances appertaining to the Land and the Improvements including, without limitation, all easements, rights-of-way and other appurtenances used, connected with or inuring to the beneficial use or enjoyment of the Land and the Improvements. The Land, the Improvements and all such rights, privileges, easements and appurtenances (including, without limitation, Seller’s interest as lessor under the Leases) are sometimes hereinafter collectively referred to as the “Real Property;”

          (d) All personal property, equipment, supplies and fixtures (collectively, the “Personal Property”) owned by Seller and used in the operation of the Real Property including, without limitation, all property described in Exhibit C attached hereto; and

          (e) All intangible property used in connection with the foregoing including, without limitation, all trademarks, trade names (including, without limitation, the exclusive right to use the name “Mission Mayfield Downs Apartments”), and the contract rights, licenses (to the extent transferable), permits (to the extent transferable) and warranties (to the extent transferable), more particularly described in Exhibit D attached hereto (the “Intangible Personal Property”). The Real Property, the Personal Property and the Intangible Personal Property are sometimes hereinafter collectively referred to as the “Property.”

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          (f) All of Seller’s right, title and interest in and to the Assumed Loan (as hereinafter defined).

3. THE PURCHASE PRICE

          The purchase price for the Property is Eighteen Million Twenty-Seven Thousand and No/100 Dollars ($18,027,000.00) (the “Purchase Price”) and shall be paid to Seller as follows:

          (a) Earnest Money.

          (i) Within three (3) business days after the Effective Date, Purchaser shall deliver to Seller a Promissory Note in the form attached hereto as Exhibit E and in face amount of one percent (1%) of the Purchase Price, or One Hundred Eighty Thousand Two Hundred Seventy and No/100 Dollars ($180,270.00), which is referred to in this Agreement as the “Earnest Money Note”. The Earnest Money Note shall be returned to Purchaser (A) in the event of failure to close this transaction by reason of a default by Seller or if Purchaser is expressly otherwise entitled to the return of the Earnest Money Note pursuant to the terms of this Agreement or (B) at Closing.

          (ii) If the transaction contemplated by this Agreement closes in accordance with the terms and conditions of this Agreement, at Closing (as hereinafter defined), the Earnest Money Note shall be returned to Purchaser and shall not be credited toward the Purchase Price.

          (b) Payment at Closing. At Closing, Purchaser shall pay to Seller the Purchase Price less the outstanding balance of the Assumed Loan and plus or minus the adjustments and prorations required by this Agreement (the “Net Purchase Price”). The Net Purchase Price shall be paid in the form of limited partner units (the “OP Units”) in Purchaser, which OP Units represent a limited partner interest in Purchaser with the rights and preferences

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as set forth in Purchaser’s Amended and Restated Agreement of Limited Partnership dated as of August 27, 2010, a copy of which is attached hereto as Exhibit F (the “Partnership Agreement”) and which OP Units shall be paid to the beneficial interest holders in Seller (the “Beneficial Owners”) as set forth herein. The total number of OP Units to be delivered by Purchaser to the Beneficial Owners shall be determined by dividing the Net Purchase Price by nine (9), and rounding up such number such that each Beneficial Owner shall receive a whole number of OP Units. Seller shall notify Purchaser and certify to Purchaser as true and correct the percentage ownership interest of each Beneficial Owner at or before Closing.

          (c) Notwithstanding that the Property shall be conveyed to Purchaser at Closing and that the Purchaser shall be irrevocably committed, as of Closing, to issue the OP Units in the amount described in Section 3(b) above, the Purchase Price shall be paid to the respective Beneficial Owners by issuance of the OP Units, on a rolling basis, if necessary, only upon Purchaser’s receipt from Seller, on behalf of that particular Beneficial Owner, of the following: (i) a counterpart signature page to the Partnership Agreement executed by such Beneficial Owner, (ii) an affidavit from such Beneficial Owner in the form attached hereto as Exhibit L-1, (iii) if such Beneficial Owner desires to enter into the Tax Protection Agreement, a counterpart signature page to the Tax Protection Agreement executed by such Beneficial Owner in the form attached hereto as Exhibit H, (iv) an IRS Form W-9, (v) a limited power of attorney in the form attached hereto as Exhibit N, and (vi) any other information or documents that may be required by Article IX of the Partnership Agreement, provided, however, that any distributions that otherwise would be payable to such Beneficial Owners during the period between the Closing and the delivery of such documents and information shall be held by the Purchaser for the benefit of such Beneficial Owners and be released to them simultaneously with

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the issuance of OP Units to such Beneficial Owners. In the event that any particular Beneficial Owner fails to deliver any of the foregoing documents within sixty (60) days following the Closing, such Beneficial Owner shall become an economic interest holder in Purchaser, as described in Section 9.01(c) of Purchaser’s Partnership Agreement, and the distributions held on the Beneficial Owner’s behalf shall be distributed to such Beneficial Owner (subject in all events to any applicable withholding taxes, including, but not limited to, FIRPTA withholding and federal income tax backup withholding). Additionally, Seller shall request from each Beneficial Owner (and Seller shall use diligent efforts to obtain from each Beneficial Owner and deliver to Purchaser) an executed certification as to such Beneficial Owner’s tax basis in its interest in the Seller in the form attached hereto as Exhibit G (which tax basis shall be as of the end of the tax year reflected in the final income tax returns most recently filed by such Beneficial Owner with the applicable taxing authorities). If any Beneficial Owner does not execute and deliver the certification of tax basis in the form attached hereto as Exhibit G within sixty (60) days following the Closing (but not later than the end of the calendar year of Closing), then such Beneficial Owner shall be assumed to have no income tax basis in their beneficial interest in Seller, and Purchaser will elect to use the “remedial method” of making Internal Revenue Code Section 704(c) allocations as provided in Treasury Regulations Section 1.704-3(d) with respect to the beneficial interest in Seller.

          (d) Subject to the terms and conditions of this Agreement, Seller shall assign to Purchaser and Purchaser shall assume from Seller, the Assumed Loan.

4. TITLE

          (a) Within three (3) business days after the Effective Date, Purchaser shall order, at Purchaser’s expense, from Chicago Title Insurance Company (in such capacity, “Title Insurer”), whose address is 5501 LBJ Freeway, Suite 200, Dallas, Texas 75240, Attention:

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Debbie Moore, an owner’s title commitment on the Real Property and a commitment to endorse the existing mortgagee policy for the Assumed Loan from the title insurance company that issued such mortgagee policy (collectively, the “Commitment”), together with legible copies of all documents relating to the title exceptions referred to in the Commitment.

          (b) Within three (3) business days after the Effective Date, Purchaser shall order, at Purchaser’s own expense, an updated survey of the Real Property sufficient to enable Title Insurer to issue an ALTA owner’s policy of title insurance (the “Survey”), showing lot lines and monuments, building lines, easements both burdening and benefiting the Real Property, utilities, including water and sewer lines to the point of connection with the public system, the Improvements (including parking spaces), encroachments, if any, on the Real Property or over adjoining properties, and other matters located on or affecting the Real Property, together with a certificate as to whether the Real Property lies within a flood zone as determined by the U.S. Department of Housing and Urban Development. The Survey shall be certified as true and correct by the surveyor for the benefit of Purchaser, the Purchaser’s lender and Title Insurer.

          (c) If the Commitment or Survey discloses exceptions to title objectionable to Purchaser, in its sole discretion, as to the Property (except for the first mortgage lien encumbering the Property and securing the loan from Deutsche Banc Mortgage Capital, L.L.C. in the original principal sum of $16,235,000.00, of which $16,235,000.00 is outstanding as of the Effective Date, which loan shall be assumed by Purchaser at Closing (the “Assumed Loan”)) Purchaser shall deliver a copy of the Title Commitment and the Survey to Seller and shall so notify Seller within ten (10) business days following Purchaser’s receipt of the latest to be received of the Commitment and the Survey (the “Title Objection Date”), and Seller shall have ten (10) business days from the date of such notice to have each such unpermitted exceptions to

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title removed, or to have the Title Insurer commit to insure over such unpermitted exception, or to correct each such other matter. If within such ten (10) business day period, Seller fails to have each such unpermitted exception removed, insured over or corrected as aforesaid, Purchaser may elect within three (3) business days after such ten (10) business day period, as its sole and exclusive remedy in such event, to either (i) terminate this Agreement and immediately receive from Seller the Earnest Money Note, whereupon this Agreement shall be null and void and of no further force or effect (except for any obligations which expressly survive a termination of this Agreement), or (ii) elect to accept title to such Property subject to such objectionable exception (with a right to deduct from the Purchase Price any liens or encumbrances of a definite or ascertainable amount up to an aggregate of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) whereupon such exception(s) which had been objected to shall be deemed approved and shall constitute Permitted Encumbrances. If Purchaser fails to make either such election, Purchaser shall be deemed to have elected option (ii). Any matters disclosed by the Commitment or the Survey and not objected to by Purchaser on or before the Title Objection Date (other than those relating to the Assumed Loan) shall be deemed approved by Purchaser and shall constitute Permitted Encumbrances. If requested by Purchaser, Seller shall deliver to the Title Company an affidavit required by the Title Company for an amendment to the rights of parties in possession exception to “rights of apartment tenants in possession, as apartment tenants only, pursuant to written but unrecorded rental or lease agreements”.

5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER

          Seller hereby represents, warrants and covenants to Purchaser that the following matters are true and correct as of the execution of this Agreement and will also be true and correct as of the Closing, and all references to “Seller’s actual knowledge” shall mean the actual knowledge of Christopher C. Finlay or Jeff Goldshine:

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          (a) Seller is a statutory trust duly formed and validly existing under the laws of the State of Delaware. This Agreement has been, and all the documents executed by Seller which are to be delivered to Purchaser at the Closing will be, duly authorized, executed and delivered by Seller and will be legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the right of contracting parties generally), will be sufficient to convey title (if they purport to do so) and will not violate any provisions of any material agreement to which Seller is a party or to which the Property or Seller is subject or bound. Subject to the satisfaction of Section 8(a)(i) below, no consent, waiver or approval by any third party is required in connection with the execution and delivery by Seller of this Agreement or the performance by Seller of the obligations to be performed by Seller under this Agreement.

          (b) Except as set forth on Exhibit M attached hereto, Seller has not received from any governmental authority written notice, and Seller has no actual knowledge (without any duty of inquiry or investigation) of any violation of any zoning, building, fire or health code or any other statute, ordinance, rule or regulation applicable to the Property, or any part thereof, that will not have been corrected prior to Closing nor, to Seller’s actual knowledge, has it received any written notice from any governmental authority regarding any change to the zoning classification or any proceedings to widen or realign any streets or highways adjacent to the Property or of any condemnation proceedings.

          (c) To Seller’s actual knowledge, (i) the operating statements, income and expense reports and all other contracts or documents required to be delivered to Purchaser pursuant to this Agreement are true, correct and complete copies; and (ii) all contracts or

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documents required to be delivered to Purchaser pursuant to this Agreement are in full force and effect, without material default by any party and without any right of set-off except as disclosed in writing at the time of such delivery.

          (d) There is no master lease of the Property to any affiliate of Seller, or if such master lease exists, Seller shall cause such master lease to be terminated at Closing without Purchaser paying any termination fee. The Rent Roll attached hereto as Exhibit B is true, correct and complete in all material respects as of the date set forth on the Rent Roll. As of the Closing, the Rent Roll delivered at the Closing will be true, correct and complete. The copies of the Leases delivered to Purchaser are true, correct and complete copies and, to Seller’s actual knowledge, are in full force and effect, without default by any party and without any right of setoff, except as expressly provided by the terms of such Leases or as disclosed on the Rent Roll attached hereto. The copies of the Leases and other agreements with the tenants under the Leases (the “Tenants”) delivered to Purchaser pursuant to this Agreement constitute the entire agreements with such Tenants relating to the Real Property, have not been materially amended, modified or supplemented, except for such amendments, modifications and supplements delivered to Purchaser, and there are no other leases or tenancy agreements affecting the Real Property.

          (e) Exhibit J attached hereto is a true and complete schedule of all of the Contracts (as hereinafter defined in Section 7), true, complete and correct copies of which have been delivered to Purchaser for Purchaser’s approval within ten (10) business days hereof. Exhibit J-1 attached hereto is a true and correct copy of the management agreement currently in effect with respect to the Property. To Seller’s actual knowledge, the Contracts are in full force and effect, without material default by any party and without any claims made for the right of

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setoff, except as expressly provided by the terms of such Contracts or as disclosed to Purchaser in writing at the time of such delivery. The Contracts constitute the entire agreements with such vendors relating to the Property, have not been materially amended, modified or supplemented, except for such amendments, modifications and supplements as have been delivered to Purchaser, and there are no other agreements with any third parties (excluding, however, the Leases and Permitted Encumbrances) affecting the Property which will survive the Closing.

          (f) At the Closing, there will be no outstanding contracts made by Seller for the construction or repair of any improvements to the Improvements which have not been fully paid for, and Seller shall cause to be discharged all mechanics’ or materialmen’s liens arising from any labor or materials furnished to the Improvements prior to the Closing.

          (g) Except as set forth in Exhibit K attached hereto, there are no pending or, to Seller’s actual knowledge (without any duty of inquiry or investigation), threatened legal proceedings or actions of any kind or character affecting the Property or Seller’s interest therein, including, without limitation, condemnation proceedings.

          (h) Seller has not received any actual written notice, and Seller has no actual knowledge (without any duty of inquiry or investigation) of any civil, criminal or administrative suit, claim, hearing, violation, investigation, proceeding or demand pending or threatened against Seller or the Property relating in any way to a Release or compliance with Environmental Laws. For purposes of this Agreement, the phrase “Environmental Laws” shall mean any federal, state or local law, statute, ordinance, order, decree, rule or regulation and any common laws regarding health, safety, radioactive materials, or the environment, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq. (“CERCLA”); the Resource Conservation and Recovery Act, 42

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U.S.C. § 6901, et seq. (“RCRA”); the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq. (“TSCA”), the Occupational, Safety and Health Act, 29 U.S.C. § 651, et seq. (“OSHA”), the Clean Air Act, 42 U.S.C. § 7401, et seq. (“CAA”), the Federal Water Pollution Control Act, 33 U.S.C. § 1251, et seq. (“FWPCA”), the Safe Drinking Water Act, 42 U.S.C. § 3001, et seq. (“SDWA”), the Hazardous Materials Transportation Act, 49 U.S.C. § 1802, et seq. (“HMTA”) and the Emergency Planning and Community Right to Know Act, 42 U.S.C. § 11001, et seq. (“EPCRA”), the Endangered Species Act of 1973, 16 U.S.C. § 1531 et seq. (“ESA”), the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq. (“FIFRA”) and other comparable federal, state or local laws, each as amended, and all rules, regulations and guidance documents promulgated pursuant thereto or published thereunder. The phrase “Hazardous Materials” shall mean each and every element, compound, chemical mixture, contaminant, pollutant, material, waste or other substance which is defined, determined or identified as hazardous or toxic under Environmental Laws or the Release of which is regulated under Environmental Laws. The term “Release” shall mean the discharge, disposal, deposit, injection, dumping, spilling, leaking, leaching, placing, presence, pumping, pouring, emitting, emptying, escaping, or other release of any Hazardous Material. For purposes of the representations and warranties set forth in this Section 5(h), “Hazardous Materials” shall not include consumer products, office supplies, pool chemicals and cleaning and maintenance supplies stored and used in the ordinary course of operation of the Property and in compliance with applicable Environmental Laws.

          (i) As of the Effective Date, the outstanding principal balance of the Assumed Loan is $16,235,000.00. All accrued interest has been paid to date. Seller has timely paid all amounts and performed all monetary obligations required of it by the loan documents pursuant to

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which the Assumed Loan was made (the “Assumed Loan Documents”). As of July 31, 2010, the amount of escrows or reserves held by Seller for maintenance and capital repairs to the Property is $652.00 and the amount held for such purposes by the Assumed Loan Lender (as hereinafter defined) is $127,424.00. Seller has received no written notice of any defaults under the Assumed Loan Documents, and to Seller’s actual knowledge (without any duty of inquiry or investigation), no defaults are pending under the Assumed Loan Documents and no facts or circumstances exist which, with the passage of time and/or the giving of notice, would constitute a material default under the Assumed Loan Documents. The Assumed Loan is a “qualified liability” within the meaning of Treasury Regulations section 1.707-5(a)(6) that was incurred more than two years prior to the Effective Date and has encumbered the Property throughout the two-year period prior to the Effective Date.

          (j) Seller is not a foreign limited partnership, person or other entity within the meaning of Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), and Seller will furnish to Purchaser, prior to the Closing, an affidavit in the form attached hereto as Exhibit L.

          (k) Seller represents and warrants to Purchaser that, as of the Closing, each of the warranties and representations set forth in this Section 5 shall be true, complete and correct in all material respects except for changes in the operation of the Property occurring prior to Closing which are specifically permitted by this Agreement, and that all management contracts pertaining to the Property shall be terminated (at no cost to Purchaser) at Closing unless otherwise directed in writing by Purchaser. In the event that, prior to Closing, Purchaser discovers a material breach of a representation or warranty contained in this Agreement and made by Seller, Purchaser may, as its sole and exclusive remedy, either (i) terminate this

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Agreement and receive back the Earnest Money Note, and in the event such material breach is also intentional, a reimbursement of Purchaser’s actual out-of-pocket costs and expenses incurred in connection the transaction contemplated by this Agreement (including, without limitation, reasonable attorneys’ fees) up to a maximum of One Hundred Eighty Thousand Two Hundred Seventy and No/100 Dollars ($180,270.00) (the “Cap”), or (ii) waive such breach and proceed to Closing with no reduction in the Purchase Price.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER

          (a) Purchaser is a limited partnership duly formed and validly existing under the laws of the Commonwealth of Virginia. Purchaser hereby represents and warrants to Seller that this Agreement has been, and all the documents to be delivered by Purchaser to Seller or any Beneficial Owners, as applicable, at the Closing (including, without limitation, all documents in connection with the assumption of the Assumed Loan and the issuance of the OP Units, to the extent executed by Purchaser) will be, duly authorized, executed and delivered by Purchaser, are, and in the case of the documents to be delivered will be, legal and binding obligations of Purchaser, are, and in the case of the documents to be delivered will be, enforceable in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally), and do not, and will not at the Closing, violate any provisions of any material agreement to which Purchaser is a party.

          (b) Purchaser is sophisticated and experienced in the acquisition, ownership and operation of multi-family housing projects similar to the Property, and has full knowledge of all applicable federal, state and local laws, rules, regulations and ordinances in connection therewith.

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          (c) No pending or, to the knowledge of Purchaser, threatened litigation exists which if determined adversely would restrain the consummation of the transactions contemplated by this Agreement or would declare illegal, invalid or non-binding any of Purchaser’s obligations or covenants to Seller hereunder.

          (d) The issuance of the OP Units has been duly authorized, and when the OP Units are issued to the applicable Beneficial Owners who have executed and delivered to Purchaser the documents required by Section 3(c) hereof, such newly issued OP Units will be validly issued by Purchaser and will be free and clear of liens and encumbrances (but shall be subject to the provisions of the Partnership Agreement). The Partnership Agreement attached hereto is a true and complete copy thereof. There are no pending or, to Purchaser’s actual knowledge (without any duty of inquiry or investigation), threatened legal proceedings or actions against the Purchaser which if adversely determined would have a material adverse effect on Purchaser’s finances or assets as a whole.

7. SELLER’S DELIVERIES

          (a) Seller has delivered or made available on a secure data base (and if not previously delivered or made available in the data base, Seller will deliver to Purchaser no later than five (5) days following the request by Purchaser), the following documents and the documents listed on Exhibit A-1 (the “Due Diligence Documents”), to the extent in Seller’s possession or reasonable control, and Seller shall deliver any updates to the Due Diligence Documents, if any, as and when requested by Purchaser or Assumed Loan Lender:

          (i) A current rent roll pertaining to the Real Property (the “Rent Roll”) setting forth in respect of each Tenant unit: the name of the Tenant occupying such unit, the security deposit or other deposit paid by the Tenant and held by Seller, the term of the Lease for such unit, the commencement date for the term of the Lease for

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such space, the annual rent for each unit and the expiration date of the term of such Lease.

          (ii) A statement of insurance coverage and premiums by policy type and copies of insurance policies for the fire, extended coverage and public liability insurance maintained by or for the benefit of Seller (the “Existing Insurance Policies”), provided that Seller need not deliver such Policies to the extent coverage is provided by Seller’s blanket policies.

          (iii) A copy of all income and expense statements, year end financial and monthly operating statements for the Property (the “Operating Statements”) for the three (3) most recent full calendar years prior to the Closing and, to the extent available, the current year, and copies of operating budgets for the current fiscal year.

          (iv) A copy of “as built” plans and specifications of the Improvements (together with any other plans and specifications relating to the Real Property in the possession or control of Seller).

          (v) Copies of any inspection, soils, engineering, environmental or architectural notices, plans, diagrams, studies or reports in the possession or control of Seller which relate to the physical condition or operation of the Real Property or the Personal Property or recommended improvements thereto.

          (vi) A copy of the bill or bills issued for the most recent year for which bills have been issued for all real estate taxes (including assessed value) and personal property taxes, and a copy of any and all notices in the possession or control of Seller pertaining to real estate taxes or assessments applicable to the Real Property or the Personal Property (the “Tax Bills”).

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          (vii) A copy of all outstanding management, leasing, maintenance, repair, service, pest control and supply contracts (including, without limitation, janitorial, scavenger and landscaping agreements), equipment rental agreements, all contracts for repair or capital replacement to be performed at the Real Property, all contracts in Seller’s possession or control for repair or capital replacement covering work performed at the Real Property during the three (3) years immediately preceding the date hereof if the contract price was in excess of $10,000, and any other contracts relating to or affecting the Property (other than Leases) which will be binding upon the Property or Purchaser subsequent to the Closing, all as amended (collectively, the “Contracts”).

          (viii) A copy of all Leases and any other agreements which are in effect thereto with the Tenants of the Real Property, all as amended, together with any financial statements of such Tenants (to the extent such disclosure or financial statements are not restricted by any applicable confidential agreement and to the extent such financial statements are in the possession or control of Seller).

          (ix) Copies of all certificate(s) of occupancy, licenses, permits, authorizations and approvals in the possession or control of Seller which were obtained by Seller with respect to the Property, or any portion thereof, occupancy thereof or any present use thereof, including, without limitation, such permits as are necessary for the present operation of the Property with full use of all Improvements located thereon (the “Governmental Approvals”).

          (x) A copy of all guarantees and warranties relating to the Property in the possession or control of Seller and a copy of all of the Assumed Loan Documents.

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          (xi) Copies of pending insurance claims or litigation documents relating to the Property.

          (xii) Any other documents and information in the possession or control of Seller reasonably requested by Purchaser and used or useful in connection with Seller’s ownership or operation of the Property.

          (b) Purchaser and its agents or representatives shall have no right to enter upon the Property except with Seller’s prior approval, which shall not be unreasonably withheld. Any such entry shall be upon not less than forty-eight (48) hours’ prior notice (except as otherwise set forth herein), shall be during normal business hours and shall be for the sole purpose of examining or inspecting the Property, including for the purpose of allowing Assumed Loan Lender to examine or inspect the Property, and such rights shall include the right to conduct a Phase I Environmental Site Assessment (a “Phase I”); provided that (i) no such entry upon the Property shall interfere with the operations of Seller’s business on the Property or the rights of tenants, and (ii) Purchaser maintains (and upon Seller’s request shall furnish to Seller a certificate of insurance evidencing the same) insurance insuring Seller against loss by reasons of matters set forth in the following sentence. Purchaser hereby agrees to pay, protect, defend, indemnify and save Seller harmless against all liabilities, obligations, claims (including mechanic’s lien claims), damages, penalties, causes of action, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) imposed upon, incurred by or asserted against Seller involving either bodily injury or property damage in connection with or arising out of the entry by Purchaser or its agents or representatives upon the Property, either prior to or after execution and delivery of this Agreement and caused by Purchaser’s employees, agents or independent contractors and the actions of such persons on the Property. In

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the event any portion of the Property is or has been damaged or excavated by Purchaser, its employees, agents or independent contractors, Purchaser agrees to return the Property to its condition immediately prior to such damage or excavation. Any inspection of units shall be made during ordinary business hours upon forty-eight (48) hours’ prior written notice to Seller, subject to rights under the Leases. Notwithstanding anything contained in this Agreement to the contrary, Purchaser shall have no right to conduct a Phase II Environmental Site Assessment (a “Phase II”) unless (i) the results of Purchaser’s or its lender’s Phase I recommends such Phase II, and (ii) Seller consents to such Phase II, which consent shall not be unreasonably withheld. In the event that Seller fails to grant its consent to such Phase II, or in the event that the lender of the Assumed Loan (the “Assumed Loan Lender”) is not satisfied with the results of such lender’s inspections, examinations and investigations of the Property within the Lender’s Approval Period (as defined in Section 8(a)(i) below), then Purchaser may, as its sole remedy, terminate this Agreement, whereupon the Earnest Money Note shall be returned to Purchaser, and neither party shall have any rights or obligations under this Agreement except those that expressly survive a termination of this Agreement.

          (c) Notwithstanding any provision to the contrary herein, including, without limitation, any provision stating that this Agreement shall become null and void following a return or application of the Earnest Money Note or any portion thereof, Purchaser’s obligations under this Section 7 shall survive the expiration or termination of this Agreement, and shall survive Closing.

          (d) Purchaser hereby acknowledges and agrees that it has no rights of inspection or examination of the Property except as set forth herein, provided, however, that in no event shall any discoveries or findings made during such inspections or examinations entitle

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Purchaser to terminate this Agreement except as expressly set forth herein, it being the intent of the parties hereto that, except as expressly set forth herein, Purchaser has no due diligence period under this Agreement.

          (e) Purchaser shall give Seller written notice of those Contracts Purchaser desires Seller to terminate not less than forty-five (45) days prior to Closing, and Seller shall arrange to terminate those Contracts designated by Purchaser as of the Closing.

          (f) PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5 OR OTHERWISE IN THIS AGREEMENT, SELLER IS SELLING AND PURCHASER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT PURCHASER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical condition of the Property, including, but not limited to, the structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing, sewage and utility systems, facilities and appliances, (ii) the quality, nature, adequacy and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property, (vi) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants,

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conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence of Hazardous Materials on, under or about the Property or the adjoining or neighboring property, (viii) the quality of any labor and materials used in any improvements on the Real Property, (ix) the condition of title to the Property, (x) the Leases or Contracts and (xi) the economics of the operation of the Property.

          (g) Without limiting the above, except with respect to a breach by Seller of any of the representations and warranties contained in Section 5 hereof or Seller’s obligations hereunder, or Seller’s fraud, Purchaser on behalf of itself and its successors and assigns waives its right to recover from, and forever releases and discharges, Seller, Seller’s affiliates, Seller’s investment manager, the partners, trustees, shareholders, directors, officers, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns, from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the physical condition of the Property or any law or regulation applicable thereto, including, without limitation, the Environmental Laws.

          (h) The provisions of this Section 7 shall survive the Closing.

8. CONDITIONS PRECEDENT TO CLOSING

          (a) The following shall be conditions precedent to Purchaser’s obligation to consummate the purchase and sale transaction contemplated herein (“Purchaser’s Conditions Precedent”):

          (i) Prior to the expiration of the period commencing on the Effective Date and continuing for ninety (90) days thereafter (as such initial 90-day period may be

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extended by Purchaser as provided below, the “Lender’s Approval Period”), Purchaser shall have obtained, on terms acceptable to Purchaser in its sole discretion, approval from the Assumed Loan Lender for the assumption of the Assumed Loan by Purchaser, the assignment of the Assumed Loan by Seller and the release of Seller or any guarantor of the Assumed Loan affiliated with Seller from their respective obligations under the Assumed Loan Documents from and after the Closing, and shall have delivered reasonably satisfactory written evidence of the same to Seller (the “Assumption Approval”). The “Assumption Approval” shall be deemed to include (1) the satisfactory completion by the Assumed Loan Lender of all diligence investigations, inspections and tests, and (2) the full negotiation and final approval of the Loan Assumption Documents (as defined below) by Purchaser, Seller and the Assumed Loan Lender. Purchaser shall have the one-time right to extend the initial 90-day Lender’s Approval Period for an additional period of up to ninety (90) days, provided that (A) Purchaser delivers written notice to Seller of its election to so extend the initial 90-day Lender’s Approval Period five (5) business days prior to the expiration of the initial 90-day Lender’s Approval Period (the “Extension Notice”), (B) simultaneously with Purchaser’s delivery of the Extension Notice, Purchaser shall deliver to Seller an additional Promissory Note in the form attached hereto as Exhibit E and in the face amount of one percent (1%) of the Purchase Price, or One Hundred Eighty Thousand Two Hundred Seventy and No/100 Dollars ($180,270.00) (which, for purposes of this Agreement, shall be deemed to constitute and be a part of the “Earnest Money Note” and shall be held by Seller pursuant to the terms of Section 3 above), and (C) Assumed Loan Lender shall not have refused to grant the Assumption Approval at any time prior to Purchaser’s delivery of the

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Extension Notice. Seller agrees to cooperate with and to take all reasonable action to facilitate Purchaser’s receipt of the Assumption Approval, however, Purchaser shall be solely responsible to pay to Assumed Loan Lender any and all costs, fees and expenses required in connection with the Assumed Loan assignment, assumption and release (other than Seller’s legal fees to review the Loan Assumption Documents). Purchaser and Seller shall execute and deliver at Closing, a loan assumption agreement and any other documents required in connection with the assignment and assumption of the Assumed Loan and the release of Seller and any guarantor affiliated with Seller on the terms reflected in the Assumption Approval, in form and content reasonably satisfactory to Purchaser and Seller (the “Loan Assumption Documents”). In the event that Seller or Purchaser fails to execute and deliver the Loan Assumption Documents or the Assumed Loan Lender fails to approve the assignment, assumption and release as aforesaid, either Seller or Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the Earnest Money Note to Purchaser. Purchaser shall apply to Assumed Loan Lender for Assumption Approval within sixty (60) days after the Effective Date (the “Assumption Commencement”) and use good faith and diligent efforts to obtain such consent from the Assumed Loan Lender prior to the expiration of the Lender’s Approval Period; provided, however, so long as Purchaser complies with its obligations under this Section 8(a), in no event shall Purchaser have any liability for its failure to achieve such consent.

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          (ii) Prior to the expiration of the Lender’s Approval Period, the OP Units to be issued to the Beneficial Owners pursuant to this Agreement, together with the OP Units to be issued by Purchaser to the beneficial interest holders of the seven other Delaware statutory trusts known as Mission Barton Creek, DST, Mission Battleground Park, DST, Mission Briley Parkway, DST, Mission Capital Crossing, DST, Mission Brentwood, DST, Mission Preston Wood, DST, and Mission Tanglewood, DST (collectively, the “Other DSTs”) in accordance with the seven purchase and sale agreements of contemporaneous date herewith between Purchaser and the Other DSTs shall have been duly registered (collectively, the “Registrations”) pursuant to an effective registration statement with the U.S. Securities and Exchange Commission (“SEC”) and in each state or provincial jurisdiction where registration is required in accordance with all applicable federal, state and provincial laws, rules and regulations (each, a “Registration Statement” and collectively, the “Registration Statements”). Purchaser agrees to use good faith and diligent efforts to prepare and file the Registration Statements and to cause the Registration Statements to be declared effective in each jurisdiction where required, and shall commence the process of obtaining the Registrations within the Assumption Commencement. Seller agrees to provide Purchaser and its auditor with reasonable assistance and cooperation, at no cost or expense to Seller, in preparing the Registration Statements, including, without limitation, by providing Seller with access to any audited and unaudited financial statements previously prepared by Seller and its auditors, bank statements, general ledgers, accountant’s work papers, property records, and such other books and records as Purchaser may reasonably request, and by providing an assurance or representation letter on Purchaser’s auditor’s form and

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a response to the Audit Inquiry Letter (as defined below) from Seller’s counsel on such counsel’s standard form of response to an audit inquiry letter, all in order to prepare such Registration Statements (provided that in no event shall Seller or any affiliate of Seller have any liability to Purchaser or its auditor for the assurances or representations made therein). In the event that the Purchaser’s Condition Precedent contained in this Section 8(a)(ii) is not satisfied prior to the expiration of the Lender’s Approval Period, Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the Earnest Money Note to Purchaser. In the event that (a) the OP Units are duly registered pursuant to a Registration Statement that has been declared effective by the SEC and by each other jurisdiction where each of the Beneficial Owners reside, but the Registration Statement is not yet effective in certain other jurisdictions where each of the beneficial owners of the Other DSTs reside, and (b) Purchaser has received comments and feedback on the Registration Statements from each jurisdiction such that Purchaser reasonably determines that material changes will be required to the disclosure statement contained in the Registration Statement before it will become effective in those remaining jurisdictions in accordance with the laws, rules and regulations of each such jurisdiction, then Purchaser may elect to defer Closing on the Property under this Agreement until such time as the Registration Statements become effective in such other jurisdictions or the Purchaser believes no further material changes will be required to the disclosure statement contained in the Registration Statements. For the avoidance of doubt, Seller and Purchaser intend to proceed to Closing as soon as reasonably practicable, and Purchaser

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will only defer Closing to the extent it has a reasonable belief that material changes to the disclosure statement contained in the Registration Statements will be required. Purchaser will provide regular status updates to Seller with respect the effectiveness of the Registration Statements in each jurisdiction, and, to the extent Purchaser believes a material change to the disclosure statement contained in the Registration Statements will be required, Purchaser will share any correspondence received from any jurisdiction on the issue and will discuss the issue with Seller and explain the basis of Purchaser’s belief that such a material change will be required. Notwithstanding the foregoing, Seller understands and acknowledges that any determination regarding the materiality of any change in or issue relating to the Registration Statement shall be made by Purchaser.

          (iii) Immediately following the time that the Registration Statement filed with the SEC and each applicable state or other jurisdiction is declared effective, Seller shall have confirmed to Purchaser its acceptance of the Net Purchase Price in the form OP Units, which acceptance shall be in Seller’s sole discretion.

          (iv) Title shall have been approved by Purchaser under Section 4 with Title Insurer standing ready to issue an owner’s policy of title insurance (and an endorsement to the existing mortgagee’s title insurance policy in the form required by the Assumed Loan Lender) in the form customarily delivered in the State insuring Purchaser’s interest in the Real Property, dated the day of the Closing, with liability in the amount of the Purchase Price, subject only to the Permitted Encumbrances and the encumbrances related to the Assumed Loan, together with such endorsements as Purchaser reasonably may require and as are available in the State in which the Real Property is located (the “Title Policy”).

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          (v) Seller shall have executed and delivered to Purchaser a certificate (the “Certificate”) in the form attached hereto as Exhibit M updating the representations and warranties of Seller through Closing, which Certificate Seller covenants to deliver unless material new matters or knowledge of a material defect arises, in which case Seller shall deliver a Certificate stating such matter. Purchaser may then (i) waive such matter and consummate the transaction contemplated hereby or (ii) terminate this Agreement, in which case neither party shall have any further obligations or liabilities hereunder and any documents shall be returned to the party depositing the same and the Earnest Money shall be returned to Purchaser.

          (vi) There shall be no Hazardous Materials at the Property that were not shown in the Phase I or Phase II (if applicable).

          In the event that any Purchaser’s Conditions Precedent is not satisfied, Purchaser shall give written notice thereof to the Seller, and unless Purchaser waives such Purchaser’s Conditions Precedent, this Agreement shall terminate and both Seller and Purchaser shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Section 7, and the Earnest Money Note shall be returned to Purchaser.

          (b) As a condition precedent to Seller’s obligations to consummate the purchase and sale transaction contemplated herein (“Seller’s Conditions Precedent”), (i) Purchaser shall have duly performed in all material respects each and every covenant and agreement to be performed by Purchaser pursuant to this Agreement, (ii) Purchaser’s representations, warranties and covenants shall be true and correct in all material respects as of the Closing Date, (iii) Assumed Loan Lender shall have granted the Assumption Approval

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pursuant to the terms of Section 8(a)(i) above, and (iv) Purchaser shall have obtained the Registrations pursuant to the terms of Section 8(a)(ii) above. In the event that any Seller’s Conditions Precedent are not satisfied, Seller shall give written notice thereof to the Purchaser, and unless Seller waives such Seller’s Conditions Precedent, this Agreement shall terminate and both Purchaser and Seller shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Section 7.

9. ADDITIONAL COVENANTS OF SELLER

          Seller hereby covenants with Purchaser, as follows:

          (a) Seller shall not enter into any Contract with respect to the Property which will survive the Closing or will otherwise affect the use, operation or enjoyment of the Property after the Closing, unless Seller first shall have obtained Purchaser’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. If Purchaser has not notified Seller within five (5) business days of receipt of a request for approval of its decision, Purchaser shall be deemed to have approved the matter.

          (b) The Existing Insurance Policies, or equivalent coverage, shall remain continuously in force through the day of the Closing.

          (c) At all times prior to the Closing, Seller shall (i) operate and manage the Property in substantially the same manner it presently operates and manages the Property (provided, however, that Seller shall not be required to make any capital repairs to the Property or any component thereof) and Seller, shall not make any withdrawals from any capital reserve accounts in amounts in excess of $10,000.00 without providing written notice to Purchaser, (ii) maintain all material present services, (iii) maintain the Property in good repair and working order, reasonable wear and tear excepted, and (iv) perform when due all of Seller’s material obligations under the Leases, the instruments securing any mortgage lien on the Property,

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Contracts, Governmental Approvals and other agreements relating to the Property and otherwise in accordance with applicable laws, ordinances, rules and regulations affecting the Property. Prior to and as of the Closing, Seller shall cause all vacant units to be made rent-ready and available for occupancy based on standards and methods used by Seller prior to execution of this Agreement and shall cause all appliances in all vacant units to be clean and in working order (the “Appliance Standards”). Purchaser shall receive a credit of One Thousand and No/100 Dollars ($1,000.00) for each unit that became vacant on a date that is five (5) or more days prior to Closing and that is not rent-ready (as reasonably determined by Purchaser based on standards customary in the industry) and available for occupancy as of the day of Closing, provided that such $1,000.00 shall not include any costs to cause the appliances to meet the Appliance Standards. After full execution of this Agreement and until the Closing, Seller shall maintain all existing personnel on the Property in their current employment positions at their current rates of compensation. In the event of the Closing of the purchase of the Property, Purchaser shall not retain the existing employees and management agents of Seller for the Property, and, accordingly, on the Closing, Seller shall (i) cause all employment and management agreements respecting the Property to be terminated, and deliver evidence of such termination to Purchaser, and (iii) remove all employees and management personnel from the Property. Except for the obligation of Seller to use its reasonable efforts to fully enforce the material obligations of Tenants under the Leases, nothing contained in this Section 9(c) shall be deemed or construed as imposing any obligations of such Tenants onto Seller. Seller shall terminate, as of the day of the Closing, those of the Contracts designated in writing by Purchaser (no less than forty-five (45) days prior to Closing) which may by their terms be so terminated. None of the Personal Property

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shall be removed from the Real Property, unless replaced by Personal Property of equal or greater utility and value unless such Personal Property has no value or use at the Property.

          (d) Seller shall pay or contest the same (with notice to Purchaser of any such contests) in full, prior to the Closing, all bills and invoices for labor, goods, utility charges, material and services of any kind relating to the Property.

          (e) Seller agrees to pay any brokerage or leasing fee or similar commission or other compensation with respect to the Leases, if any (“Leasing Commissions”), which is or will become due and payable prior to the Closing, except for lease renewals, or exercises of expansion options, entered into after the date of this Agreement which shall be Purchaser’s obligation if the Closing occurs. The amount of such fees or commissions due on an absolute basis prior to Closing will be credited against the Purchase Price payable by Purchaser at the Closing; provided, however, that all such fees or commissions or other compensation due or payable after the Closing on an absolute or contingent basis (including fees or commissions or other compensation with respect to renewals, but only to the extent disclosed on Exhibit I) shall become obligations of Purchaser after the Closing.

          (f) After the date hereof and prior to the Closing, (i) Seller shall not enter into any new leases with respect to the Property without Purchaser’s prior written consent unless such new leases are on Seller’s standard form residential lease, the rent and landlord concessions and incentives are consistent with Seller’s current practices, and the leases are otherwise entered into in the ordinary course of Seller’s business of leasing and operating the Property, (ii) except for leases described above, no part of the Property, or any interest therein, shall be alienated, liened, encumbered or otherwise transferred, and (iii) Seller shall make all payments of principal and interest required under any mortgages encumbering the Property due prior to the Closing.

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          (g) Seller shall promptly notify Purchaser of any change in any condition with respect to the Real Property or of any event or circumstance which makes any representation or warranty of Seller to Purchaser under this Agreement materially untrue or misleading, or any covenant of Seller under this Agreement incapable or less likely of being performed.

          (h) Seller shall deliver to Purchaser on a monthly basis until Closing updated operating statements and Rent Rolls.

          (i) Seller shall not apply any tenant’s security deposit unless the tenant is out of its premises as of Closing.

          (j) Seller shall give Purchaser prompt notice of any fire or other casualty affecting the Property.

          (k) Seller shall give Purchaser prompt notice of any violation issued in writing and received by Seller by any governmental authorities with respect to the Property.

10. SELLER’S CLOSING DOCUMENTS

          At the Closing, Seller shall deliver to Purchaser the following, in form and substance reasonably acceptable to Purchaser:

          (a) A special warranty deed executed by Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan.

          (b) A Bill of Sale, executed by Seller (the “Bill of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and

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adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any.

          (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable).

          (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing.

          (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals.

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          (f) Any keys in the possession of Seller to all locks located in the Property.

          (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction.

          (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto.

          (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct.

          (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

          (k) The Certificate.

          (l) A standard termite bond if Purchaser’s inspections reveal active infestation by wood destroying insects.

          (m) Executed counterparts of the Loan Assumption Documents.

          (n) The original Earnest Money Note.

          (o) Any other documents, instruments or agreements called for hereunder which have not previously been delivered and are reasonably necessary or required (A) by Title Insurer to issue the Title Policy or (B) by the Assumed Loan Lender or Purchaser in connection with the assumption of the Assumed Loan by Purchaser (including, the Loan Assumption Documents), the release of Seller or any guarantor that is affiliated with Seller from all obligations under the Assumed Loan from and after the Closing and the transfer from Seller to

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Purchaser of any and all escrow or reserve accounts related to the Property (whether held by Seller or the Assumed Loan Lender) and security deposits related to the Leases.

11. PURCHASER’S CLOSING DOCUMENTS

          At the Closing, Purchaser shall deliver to Seller:

          (a) An executed counterpart of the Contract Assignment.

          (b) An executed counterpart of the Lease Assignment.

          (c) The Purchase Price, net of prorations, by issuance of the OP Units in accordance with the terms of Section 3(c) above.

          (d) Executed counterparts of the Loan Assumption Documents.

          (e) Reasonable proof of the authority of Purchaser’s signatories.

          (f) An executed counterpart of the Tax Protection Agreement in the form attached hereto as Exhibit H, for each Beneficial Owner that has also executed a Tax Protection Agreement.

          (g) The documents necessary to transfer the OP Units to each Beneficial Owner that has executed and delivered the documents required by Section 3(c).

          (h) Any other documents, instruments or agreements reasonably necessary to close the transaction as contemplated by this Agreement or by the Assumed Loan Lender or Seller in connection with the assignment of the Assumed Loan by Seller (including, the Loan Assumption Documents), the release of Seller or any guarantor that is affiliated with Seller from all obligations under the Assumed Loan from and after the Closing and the transfer from Seller to Purchaser of any and all escrow or reserve accounts related to the Property (whether held by Seller or the Assumed Loan Lender) and security deposits related to the Leases.

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12. PRORATIONS AND ADJUSTMENTS

          The following shall be prorated and adjusted between Seller and Purchaser as of the day of the Closing, except as otherwise specified:

          (a) Collected Rents and other charges, other than for Tenants who owe Delinquent Rents (as hereinafter defined), shall be prorated by credit to Purchaser. Prepaid rents and other charges shall be credited to Purchaser. The rent and all other sums which are due and payable to Seller by any tenant but uncollected as of the Closing shall not be adjusted, but Purchaser shall cause the rent and other sums for the period prior to Closing to be remitted to Seller if, as, and when collected (but Purchaser shall not be required to take legal action for such amounts accruing prior to the Closing). At Closing, Seller shall deliver to Purchaser a schedule of all rent, charges and other amounts payable by tenants after the Closing with respect to which Seller is entitled to receive a share under this Agreement, and any amount due and owing to Seller before the Closing by tenants under the Leases which are unpaid on the date of Closing (such amounts are collectively referred to herein as the “Delinquent Amounts”). Rental and other payments received by Purchaser from tenants shall first be applied toward Purchaser’s actual out-of-pocket costs (including reasonable attorneys’ fees) of collection, and then toward the payment of current rent and other charges owed to Purchaser for periods after the Closing, and any excess monies received shall be applied toward the payment of Delinquent Amounts; provided, however, that any rent received by Purchaser from tenants who owe Delinquent Amounts during the month in which the Closing occurs shall first be applied to the payment of such tenants’ Delinquent Amounts, if any, with respect to the month in which the Closing occurs, and not toward the payment of rent and other charges for previous or subsequent months. Purchaser may not waive any Delinquent Amounts or modify a Lease so as to reduce amounts or charges owed under Leases for any period in which Seller is entitled to receive a share of charges

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or amounts, without first obtaining the written consent of Seller. If a Delinquent Amount due Seller is not paid by a tenant within the later of (x) sixty (60) days after Closing or (y) sixty (60) days after billing therefor, Seller shall have the right to attempt to effect collection by litigation or otherwise so long as Seller does not take any action which would affect such tenant’s right to occupy its leased premises or terminate its lease. With respect to Delinquent Amounts owed by tenants that are no longer tenants of the Property as of the date of Closing, Seller shall retain all rights relating thereto.

          (b) The amount of all security and other Tenant deposits and interest due thereon, if any, shall be transferred to Purchaser. Purchaser shall assume at Closing the obligation, if any, to pay security and other deposits to tenants under the Leases, to the extent that such deposits are transferred to Purchaser at Closing. Seller shall indemnify and hold Purchaser harmless for the amounts, if material, by which (i) the amount of security and other deposits (together with interest due thereon as may be required by law or by the Lease), required to be held under the terms of the Leases exceeds (ii) the amount actually transferred to Purchaser at Closing.

          (c) To the extent not covered by any tax escrows to be assigned to Purchaser at Closing pursuant to Section 12(g) below, accrued general real estate, personal property and ad valorem taxes and assessments for the current tax year shall be prorated on the basis of bills, if available prior to the Closing, which shall be re-prorated after Closing on the basis of actual bills received covering the period which includes the Closing Date.

          (d) Fuel, water and sewer service charges, and charges for gas, electricity, telephone and all other utility and fuel charges, as well as all deposits to utility companies, governmental entities or any other person shall be prorated ratably on the basis of the last

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ascertainable bills (and reprorated upon receipt of the actual bills or invoices) to the extent not paid directly by tenants under their respective Leases unless final meter readings and final invoices can be obtained. To the extent practicable, Seller shall cause meters for utilities to be read not more than one (1) day prior to the date of Closing.

          (e) Amounts due, commissions, up-front revenues and incentives, and prepayments under the Contracts to be assigned to Purchaser. All amounts for services rendered or materials furnished under the Contracts assumed by Purchaser and accruing after the Closing Date shall be the responsibility of Purchaser.

          (f) Assignable license and permit fees paid on an annual or other periodic basis.

          (g) All escrow and reserve accounts (including without limitation, all capital improvement reserves and taxes and insurance escrows) held by Assumed Loan Lender in connection with the Assumed Loan and those held by Seller, if any, shall be assigned to Purchaser but there will be no adjustment to the Purchase Price or proration thereof.

          (h) Such other items that are customarily prorated in transactions of this nature (including, without limitation, any utilities paid by Seller under the Leases) shall be prorated; provided, however, that any insurance premiums shall not be prorated, but rather Seller shall cancel the Existing Insurance Policies as of Closing (and seek a separate refund from its insurer of any unearned premiums) and thereafter Purchaser shall obtain its own property insurance in conformance with the Assumed Loan Documents.

          Purchaser shall be deemed to be the owner of the Property and, therefore, entitled to the income from the Property and responsible for the expenses of the Property for the entire day upon which the Closing occurs. All such prorations shall be made on the basis of the actual

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number of days of the month which shall have elapsed as of the day of the Closing. To the extent information necessary to make such prorations is not available at the Closing or is determined to be inaccurate or incomplete after Closing, the amount of such prorations shall be subject to adjustment in cash after the Closing as and when complete and accurate information becomes available. All prorations shall otherwise be final. Seller and Purchaser agree to cooperate and use their best efforts to make such adjustments no later than sixty (60) days after the Closing as to all items except tax prorations, subject to mutual agreement to extend such sixty (60) day period, and with respect to tax prorations, to the extent not covered by any tax escrows to be assigned to Purchaser at Closing pursuant to Section 12(g) above, the parties shall make such adjustments upon receipt of the actual tax bills covering the period in which the Closing Date occurs. Except as set forth in this Section 12, all items of income and expense for the period prior to the Closing Date will be for the account of Seller, and all items of income and expense for the period on and after the Closing Date will be for the account of Purchaser, all as determined by the accrual method of accounting. Bills received after the Closing Date which relate to expenses incurred, services performed or other amounts allocable to the period prior to the Closing Date shall be paid by Seller.

          (i) Amounts on deposit with utility companies shall be credited to Seller at Closing, and promptly following the Closing, Purchaser shall inform such utilities of such change in ownership of the Property. Seller shall, from and after the Closing, at Seller’s sole cost and expense, have control over any ongoing tax appeals as to the Property that were commenced prior to the Closing and that pertain solely to the periods that Seller owned the Property. Seller shall, as applicable, retain all proceeds or reductions obtained from such appeals

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or pay all additional taxes or delinquencies imposed for such periods. Seller shall keep Purchaser informed as to any such appeals.

13. CLOSING

          The “Closing” of the transaction contemplated by this Agreement (that is, the payment of the Purchase Price by issuing or becoming irrevocably committed to issue, as applicable, the OP Units, the return to Purchaser of the Earnest Money Note, the transfer of title to the Property, and the satisfaction of all other terms and conditions of this Agreement) shall occur in escrow by each party delivering their respective documents and funds to the Title Insurer with closing instructions consistent with this Agreement, or if deemed to be necessary, at 10:00 a.m. local time at the offices of the Title Insurer (or at such other location as agreed upon by the parties) on the date that is five (5) business days after the satisfaction of all Purchaser’s Conditions Precedent and Seller’s Conditions Precedent. The “Closing Date” shall be the date of Closing. Within ninety (90) days following Closing, Purchaser shall re-name the Property so as to exclude any reference to “Mission” or any derivation thereof, as applicable, unless Grubb & Ellis Property Management TRS, LLC, a Delaware limited liability company and an affiliate of Purchaser, Mission Residential Management, LLC, a Virginia limited liability company, MR Holdings, LLC, a Virginia limited liability company, Forward Capital, LLC, a Delaware limited liability company, and Christopher C. Finlay, an individual resident of the Commonwealth of Virginia, all affiliates of Seller, shall have closed under that certain Asset Purchase Agreement dated as of the Effective Date. Purchaser may continue to use the name “Mission” or any derivation thereof with respect to the Property during such 90-day period, and if requested by Purchaser, Seller agrees to grant a license to Purchaser, at not cost to Purchaser, to use the name “Mission” or any derivation thereof with respect to the Property during such 90-day period.

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14. CLOSING COSTS

          Purchaser shall pay the cost of the Title Policy and its lender’s title policy and/or endorsement, the Survey, all transfer and recordation taxes and fees, all of the Title Insurer’s closing fees (including those for a “New York Style” closing) and recording fees. Seller shall be responsible for all accrued taxes of Seller prior to Closing and income taxes and other such taxes of Seller attributable to the sale of the Property to Purchaser. Purchaser shall be solely responsible for all costs associated with assuming the Assumed Loan, including, without limitation, paying all assumption and review fees, costs and expenses, if any. Each party shall bear the expense of its own counsel. In addition, all costs of Purchaser’s due diligence activities incurred prior to the Effective Date, including any engineering, environmental reports and lease and expense audits, as well as the cost of any examinations or inspections pursuant to Section 7 above, shall be paid by Purchaser.

15. LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION

          (a) In the event that prior to the Closing, the Improvements, or any part thereof, are destroyed or materially damaged (as defined in Section 15(e)), Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such damage or destruction, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Earnest Money Note shall be returned to Purchaser, or (ii) to accept the Improvements in their then condition and to proceed with the Closing with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction. If Purchaser elects to proceed under clause (ii) above,

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Seller shall not compromise, settle or adjust any claims to such proceeds without Purchaser’s prior written consent.

          (b) In the event that prior to the Closing there is any non-material damage to the Improvements, or any part thereof, Seller shall repair or replace such damage prior to the Closing. Notwithstanding the preceding sentence, in the event Seller is unwilling or unable to repair or replace such damage, Seller shall notify Purchaser of such fact (“Seller’s Notice”) and Purchaser thereafter shall have the right, exercisable by giving Seller notice within fifteen (15) business days after receiving Seller’s Notice either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Earnest Money Note shall be returned to Purchaser, or (ii) to accept the Improvements in their then condition with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to insurance proceeds payable by reason of such non-material damage. For purposes of contemplating any repairs or replacements under this Section 15(b), the Closing may be extended for a reasonable time to allow such repairs or replacements to be made by Seller.

          (c) In the event that prior to the Closing, all or any material portion (as defined in Section 15(e)) of the Land and Improvements are subject to a taking by public authority, Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such taking, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing

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the same and the Earnest Money Note shall be returned to Purchaser, or (ii) to accept the Land and Improvements in their then condition, without a reduction in the Purchase Price, and to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent.

          (d) In the event that prior to the Closing, any non-material portion of the Land or Improvements is subject to a taking, Purchaser shall accept the Property in its then condition and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to any award in connection with such taking. In the event of any such non-material taking, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent.

          (e) For the purpose of this Section 15, damage to the Improvements or a taking of a portion thereof shall be deemed to involve a material portion thereof if the reasonably estimated cost of restoration or repair of such damage or the amount of the condemnation award with respect of such taking shall exceed One Hundred Thousand and No/100 Dollars ($100,000.00), or if the number of parking spaces is reduced or if the entrances and entrance signs are relocated.

          (f) Seller agrees to give Purchaser prompt notice of any taking, damage or destruction of the Land or Improvements.

          (g) The provisions of this Section 15 shall survive the Closing.

16. DEFAULT

          (a) Notwithstanding anything to the contrary contained in this Agreement, if after Seller materially breaches a representation or warranty of Seller hereunder or defaults under the terms of this Agreement, at Purchaser’s option, Purchaser may elect as its sole remedy (i) to

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terminate this Agreement, whereupon the Earnest Money Note shall be returned to Purchaser and neither party shall have any rights or obligations under this Agreement, except those that expressly survive a termination of this Agreement, and in the event such material breach is also intentional, Seller shall reimburse Purchaser for Purchaser’s actual out-of-pocket costs and expenses incurred in connection the transaction contemplated by this Agreement (including, without limitation, reasonable attorneys’ fees) up to the Cap, or (ii) Purchaser may sue Seller for specific performance of the sale of the Property in accordance with the terms of this Agreement.

          (b) Notwithstanding anything to the contrary contained in this Agreement, if Purchaser defaults under the terms of this Agreement, the Earnest Money Note shall become due and payable to Seller as liquidated damages, which shall be Seller’s sole and exclusive remedy at law or equity against Purchaser, and neither party shall have any rights or obligations under this Agreement except those that expressly survive a termination of this Agreement. Seller and Purchaser acknowledge and agree that (1) the Earnest Money Note is a reasonable estimate of and bears a reasonable relationship to the damages that would be suffered and costs incurred by Seller as a result of having withdrawn the Property from sale and the failure of Closing to occur due to a default of Purchaser under this Agreement; (2) the actual damages suffered and costs incurred by Seller as a result of such withdrawal and failure to close due to a default of Purchaser under this Agreement would be extremely difficult and impractical to determine; (3) Purchaser seeks to limit its liability under this Agreement to the amount of the Earnest Money Note in the event this Agreement is terminated and the transaction contemplated by this Agreement does not close due to a default of Purchaser under this Agreement; and (4) the Earnest Money Note shall be and constitute valid liquidated damages and not a penalty.

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17. INTENTIONALLY OMITTED

18. BROKERS

          (a) Purchaser hereby acknowledges that it is liable for, and agrees to pay at Closing, a brokerage commission to FBR Capital Markets & Co. (“FBR”) pursuant to the terms of that certain agreement entered into by FBR and an affiliate of Seller on January 29, 2010, as amended by that certain first amendment to engagement letter dated August 21, 2010. Seller represents and warrants to Purchaser that no other brokerage commissions, finder’s fees or other compensation is due or payable by reason of the actions of Seller with respect to the transaction contemplated hereby. Seller agrees to indemnify and hold Purchaser harmless from and against any losses, damages, costs and expenses (including attorneys’ fees) incurred by Purchaser by reason of any breach or inaccuracy of the representation and warranty contained in this Section 18(a).

          (b) Except as provided above, Purchaser represents and warrants to Seller that Purchaser has not entered into any agreement or incurred any obligation which might result in the obligation to pay any brokerage commission, finder’s fee or other compensation with respect to the transaction contemplated hereby. Purchaser agrees to indemnify and hold Seller harmless from and against any losses, damages, costs and expenses (including attorneys’ fees) incurred by Seller by reason of any breach or inaccuracy of the representation and warranty contained in this Section 18(b).

          (c) The provisions of this Section 18 shall survive the Closing.

19. MISCELLANEOUS

          (a) Each individual and entity executing this Agreement hereby represents and warrants that he or it has the capacity set forth on the signature pages hereof with full power

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and authority to bind the party on whose behalf he or it is executing this Agreement to the terms hereof.

          (b) This Agreement is the entire Agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements between the parties with respect to the matters contained in this Agreement. Any waiver, modification, consent or acquiescence with respect to any provision of this Agreement shall be set forth in writing and duly executed by or in behalf of the party to be bound thereby. No waiver by any party of any breach hereunder shall be deemed a waiver of any other or subsequent breach.

          (c) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by other parties to this Agreement attached thereto.

          (d) Any communication, notice or demand of any kind whatsoever which either party may be required or may desire to give to or serve upon the other shall be in writing and delivered by personal service (including express or courier service), by overnight courier or by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

Seller:	Mission Mayfield Downs, DST 10467 White Granite Drive, Suite 300 Oakton, Virginia 22124 Attn: Christopher Finlay
Purchaser:	Grubb & Ellis Apartment REIT Holdings, L.P. 1606 Santa Rosa Road, Suite 109 Richmond, Virginia 23229 Attn: Gus R. Remppies

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Any party may change its address for notice by written notice given to the other in the manner provided in this Section. Any such communication, notice or demand shall be deemed to have been duly given or served on the date personally served, if by personal service, or on the date shown on the return receipt or other evidence of delivery, if mailed or sent by overnight delivery.

          (e) The parties agree to execute such other instruments and to do such further acts as may be reasonably necessary to carry out the provisions of this Agreement.

          (f) The making, execution and delivery of this Agreement by the parties hereto has been induced by no representations, statements, warranties or agreements other than those expressly set forth herein.

          (g) Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law, but, if any provision of this Agreement shall be invalid or prohibited thereunder, such invalidity or prohibition shall be construed as if such invalid or prohibited provision had not been inserted herein and shall not affect the remainder of such provision or the remaining provisions of this Agreement.

          (h) The language in all parts of this Agreement shall be in all cases construed simply according to its fair meaning and not strictly for or against any of the parties hereto. Section headings of this Agreement are solely for convenience of reference and shall not govern the interpretation of any of the provisions of this Agreement.

          (i) This Agreement shall be governed by and construed in accordance with the laws of the State.

          (j) This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and to their respective transferees, successors, and assigns; provided, however, that neither this Agreement nor any of the rights or obligations of Seller hereunder shall be

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transferred or assigned by Seller without the prior written consent of Purchaser except in connection with like-kind exchanges under Section 1031 of the Internal Revenue Code, provided that no such assignment shall relieve Seller of its obligations hereunder. Purchaser shall have the right to assign all of its right, title and interest under this Agreement without the prior written consent of Seller (but with prior written notice to Seller) to a wholly-owned subsidiary of Purchaser, to an entity managed or controlled by Purchaser or to an affiliate of Purchaser, provided that no such assignments shall relieve Purchaser of its obligations hereunder.

          (k) All Exhibits attached hereto are incorporated herein by reference.

          (l) Notwithstanding anything to the contrary contained herein, this Agreement shall not be deemed or construed to make the parties hereto partners or joint venturers, or to render either party liable for any of the debts or obligations of the other, it being the intention of the parties to merely create the relationship of seller and purchaser with respect to the Property to be conveyed as contemplated hereby.

          (m) This Agreement shall not be recorded or filed in the public land or other public records of any jurisdiction by either party and any attempt to do so may be treated by the other party as a breach of this Agreement.

          (n) During the period from the date of execution of this Agreement until the Closing or this Agreement is terminated, Seller agrees not to market the Property for sale, accept any offer for purchase, offer the Property for joint venture, apply for any financing, divulge to any potential purchaser or joint venturer or lender any written material with respect to the Property nor divulge nor communicate in any way to any potential purchaser or joint venturer or lender with respect to the Property, any information with respect to the Property.

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          (o) Unless provided to the contrary in any particular provision, all time periods shall refer to calendar days and shall expire at 5:00 p.m. Eastern Time on the last of such days; provided, however, that if the time for the performance of any obligation expires on a day which is not a “business day” (which term shall mean a Saturday, Sunday and days on which banks in the state where the Property is located are closed), the time for performance shall be extended to the next business day.

          (p) Seller acknowledges that Purchaser is a subsidiary of Grubb & Ellis Apartment REIT, Inc. (“Parent”), a publicly registered company that is required to disclose the existence of this Agreement upon full execution and to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Period”) for the Property. To assist Parent in preparing the SEC Filings, Sellers agree to (a) deliver an audit inquiry letter regarding pending litigation and other matters in the form attached hereto as Exhibit S (the “Audit Inquiry Letter”) to Sellers’ counsel prior to Closing, and (b) provide Parent with the following within thirty (30) days after the Closing: (i) access to bank statements for the Audited Year and Stub Period, (ii) Rent Roll as of the end of the Audited Year and Stub Period, (iii) operating statements for the Audited Year and Stub Period (iv) access to the general ledger for the Audited Year and Stub Period, (v) cash receipts schedule for each month in the Audited Year and Stub Period, (vi) access to invoices for expenses and capital improvements in the Audited Year and Stub Period, (vii) accounts payable ledger and accrued expense reconciliations in the Audited Year and Stub Period, (viii) check register for the three (3) months following the Audited Year and Stub Period, (ix) copies of all insurance documentation for the Audited Year and Stub Period, (x) copies of accounts receivable aging as

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of the end of the Audited Year and Stub Period along with an explanation for all accounts over thirty (30) days past due as of the end of the Audited Year and Stub Period, (xi) an executed assurance or representation letter from Seller to Parent’s auditor on such auditor’s form (provided that in no event shall Seller have any liability to Purchaser, Parent or such auditor for the assurances or representations made therein, but Seller shall reasonably cooperate, at no cost or expense to Seller, in connection with such audit, including, if required by Parent’s auditor, answering a standard SAS 99 questionnaire from such auditor), and (xii) an executed letter from Seller’s counsel in response to the Audit Inquiry Letter on such counsel’s standard form of response to an audit inquiry letter. The provisions of the foregoing two (2) sentences shall survive the Closing for a period of 180 days.

          (q) In the event of a default by either party of its obligations under this Agreement, the prevailing party in any action or proceeding in any court in connection therewith (including any action for specific performance) shall be entitled to recover from such other party its costs and expenses, including reasonable legal fees and associated court costs.

          (r) Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the parties hereto, to any person or entity other than the parties hereto.

          (s) The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof.

20. REPRESENTATIONS. WARRANTIES AND COVENANTS WITH RESPECT TO THE USA PATRIOT ACT.

     All capitalized words and phrases and all defined terms used in the USA Patriot Act of 2001, 107 Public Law 56 (October 26, 2001) (as amended, the “Patriot Act”) and in other statutes and all orders, rules and regulations of the United States government and its various

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executive departments, agencies and offices related to the subject matter of the Patriot Act, including, but not limited to, Executive Order 13224 effective September 24, 2001, are hereinafter collectively referred to as the “Patriot Rules” and are incorporated into this paragraph.

          (a) Purchaser hereby represents and warrants to Seller that each and every “person” or “entity” affiliated with the respective party or that has an economic interest in the respective party or that has or will have an interest in the transaction contemplated by this Agreement or will participate, in any manner whatsoever, in the purchase of the Property, are:

          (i) not a “blocked” person listed in the Annex to Executive Order Nos. 12947, 13099 and 13224;

          (ii) in full compliance with the requirements of the Patriot Rules and all other requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”);

          (iii) operated under policies, procedures and practices, if any, that are in compliance with the Patriot Rules and available to Seller for Seller’s review and inspection during normal business hours and upon reasonable prior notice;

          (iv) not in receipt of any notice from the Secretary of State or the Attorney General of the United States or any other department, agency or office of the United States claiming a violation or possible violation of the Patriot Rules;

          (v) not listed as a Specially Designated Terrorist or as a blocked person on any lists maintained by the OFAC pursuant to the Patriot Rules or any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and

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regulations of the OFAC issued pursuant to the Patriot Rules or on any other list of terrorists or terrorist organizations maintained pursuant to the Patriot Rules;

          (vi) not a person who has been determined by competent authority to be subject to any of the prohibitions contained in the Patriot Rules; and

          (vii) not owned or controlled by or now acting and or will in the future act for or on behalf of any person or entity named in the Annex or any other list promulgated under the Patriot Rules or any other person who has been determined to be subject to the prohibitions contained in the Patriot Rules.

          (b) Purchaser covenants and agrees that in the event it receives any notice that it or any of its beneficial owners or affiliates or participants become listed on the Annex or any other list promulgated under the Patriot Rules or indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, it shall immediately notify Seller and, in such event, this Agreement shall automatically be deemed terminated, in which event all Earnest Money shall be returned to Purchaser and the parties shall have no further rights or obligations under this Agreement, except for all other rights, liabilities or obligations that survive a termination of this Agreement.

[Remainder of Page Intentionally Blank]

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          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

SELLER:	MISSION MAYFIELD DOWNS, DST, a Delaware statutory trust
	By:	Mission Trust Services, LLC
	Its:	Signatory Trustee
		By:	/s/ Christopher C. Finlay
		Name:	Christopher C. Finlay
		Title:	Manager
PURCHASER:	GRUBB & ELLIS APARTMENT REIT HOLDINGS, L.P., a Virginia limited partnership
	By:	Grubb & Ellis Apartment REIT, Inc.
	Its:	General Partner
		By:	/s/ Stanley J. Olander, Jr.
		Its:	Stanley J. Olander, Jr.
		Title:	Chief Executive Officer

S-1

EX-10.9

Exhibit 10.9

PURCHASE AND SALE AGREEMENT

by

and

between

MISSION BRENTWOOD, DST, a Delaware statutory trust,

“Seller”

and

GRUBB & ELLIS APARTMENT REIT HOLDINGS, L.P.,
a Virginia limited partnership

“Purchaser”

PURCHASE AND SALE AGREEMENT

INDEX

1. IDENTIFICATION OF PARTIES	1
2. DESCRIPTION OF THE PROPERTY	2
3. THE PURCHASE PRICE	3
4. TITLE	5
5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER	7
6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER	13
7. SELLER’S DELIVERIES	14
8. CONDITIONS PRECEDENT TO CLOSING	20
9. ADDITIONAL COVENANTS OF SELLER	27
10. SELLER’S CLOSING DOCUMENTS	30
11. PURCHASER’S CLOSING DOCUMENTS	33
12. PRORATIONS AND ADJUSTMENTS	34
13. CLOSING	38
14. CLOSING COSTS	39
15. LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION	39
16. DEFAULT	41
17. INTENTIONALLY OMITTED	43
18. BROKERS	43
19. MISCELLANEOUS	43
20. REPRESENTATIONS. WARRANTIES AND COVENANTS WITH RESPECT TO THE USA PATRIOT ACT	48

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EXHIBITS

EXHIBIT A	- Legal Description of the Land
EXHIBIT A-1	- Due Diligence Delivery Documents
EXHIBIT B	- Rent Roll
EXHIBIT C	- List of Personal Property
EXHIBIT D	- List of Intangible Personal Property
EXHIBIT E	- Form of Earnest Money Note
EXHIBIT F	- Partnership Agreement
EXHIBIT G	- Form of Beneficial Owner’s Tax Basis Certification
EXHIBIT H	- Tax Protection Agreement
EXHIBIT I	- Schedule of Commissions
EXHIBIT J	- Schedule of Contracts
EXHIBIT J-1	- Existing Management Agreement
EXHIBIT K	- Schedule of Litigation and Disclosure Items
EXHIBIT L	- Form of Seller’s Certification of Non-Foreign Status
EXHIBIT L-1	- Form of Beneficial Owner’s Certification of Non-Foreign Status
EXHIBIT M	- Form of Certificate Regarding Representations and Warranties
EXHIBIT N	- Form of Limited Power of Attorney
EXHIBIT O	- Form of Bill of Sale
EXHIBIT P	- Form of Contract Assignment
EXHIBIT Q	- Form of Lease Assignment
EXHIBIT R	- Form of Notice to Tenants
EXHIBIT S	- Form of Audit Inquiry Letter

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PURCHASE AND SALE AGREEMENT

     1. IDENTIFICATION OF PARTIES

          THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of ______________, 2010, between MISSION BRENTWOOD, DST, a Delaware statutory trust (“Seller”) and GRUBB & ELLIS APARTMENT REIT HOLDINGS, L.P., a Virginia limited partnership, or its permitted assigns (“Purchaser”).

R E C I T A L S

     A. Seller owns that certain real property located in the City of Nashville in Davidson County, Tennessee (the “State”), consisting of approximately 31.25 acres of land, commonly known as “Mission Brentwood Apartments,” and more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the “Land”), together with the improvements located thereon, containing 380 apartment units, and all other improvements located thereon (the “Improvements”).

     B. Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, all of Seller’s right, title and interest in and to the Property (hereinafter defined) for the price and on the terms and conditions hereinafter set forth.

     C. The date Purchaser receives a fully executed original counterpart of this Agreement shall be the “Effective Date.”

     NOW, THEREFORE, in consideration of the foregoing, the covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

     2. DESCRIPTION OF THE PROPERTY

          Seller hereby agrees to sell and convey to Purchaser and Purchaser hereby agrees to purchase from Seller all of Seller’s right, title and interest in and to the following:

          (a) The Land, together with the Improvements;

          (b) All of Seller’s interest as lessor in all leases covering the Land and the Improvements (said leases, together with any and all amendments, modifications or supplements thereto, are hereinafter referred to collectively as the “Leases” and are identified in the Rent Roll (hereinafter defined) attached hereto as Exhibit B);

          (c) All rights, privileges, easements and appurtenances appertaining to the Land and the Improvements including, without limitation, all easements, rights-of-way and other appurtenances used, connected with or inuring to the beneficial use or enjoyment of the Land and the Improvements. The Land, the Improvements and all such rights, privileges, easements and appurtenances (including, without limitation, Seller’s interest as lessor under the Leases) are sometimes hereinafter collectively referred to as the “Real Property;”

          (d) All personal property, equipment, supplies and fixtures (collectively, the “Personal Property”) owned by Seller and used in the operation of the Real Property including, without limitation, all property described in Exhibit C attached hereto; and

          (e) All intangible property used in connection with the foregoing including, without limitation, all trademarks, trade names (including, without limitation, the exclusive right to use the name “Mission Brentwood Apartments”), and the contract rights, licenses (to the extent transferable), permits (to the extent transferable) and warranties (to the extent transferable), more particularly described in Exhibit D attached hereto (the “Intangible Personal Property”). The Real Property, the Personal Property and the Intangible Personal Property are sometimes hereinafter collectively referred to as the “Property.”

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          (f) All of Seller’s right, title and interest in and to the Assumed Loan (as hereinafter defined).

     3. THE PURCHASE PRICE

          The purchase price for the Property is Twenty-Seven Million Eight Hundred Fifty Seven Thousand and No/100 Dollars ($27,857,000.00) (the “Purchase Price”) and shall be paid to Seller as follows:

          (a) Earnest Money.

          (i) Within three (3) business days after the Effective Date, Purchaser shall deliver to Seller a Promissory Note in the form attached hereto as Exhibit E and in face amount of one percent (1%) of the Purchase Price, or Two Hundred Seventy Eight Thousand Five Hundred Seventy and No/100 Dollars ($278,570.00), which is referred to in this Agreement as the “Earnest Money Note”. The Earnest Money Note shall be returned to Purchaser (A) in the event of failure to close this transaction by reason of a default by Seller or if Purchaser is expressly otherwise entitled to the return of the Earnest Money Note pursuant to the terms of this Agreement or (B) at Closing.

          (ii) If the transaction contemplated by this Agreement closes in accordance with the terms and conditions of this Agreement, at Closing (as hereinafter defined), the Earnest Money Note shall be returned to Purchaser and shall not be credited toward the Purchase Price.

          (b) Payment at Closing. At Closing, Purchaser shall pay to Seller the Purchase Price less the outstanding balance of the Assumed Loan and plus or minus the adjustments and prorations required by this Agreement (the “Net Purchase Price”). The Net Purchase Price shall be paid in the form of limited partner units (the “OP Units”) in Purchaser, which OP Units represent a limited partner interest in Purchaser with the rights and preferences

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as set forth in Purchaser’s Amended and Restated Agreement of Limited Partnership dated as of August 27, 2010, a copy of which is attached hereto as Exhibit F (the “Partnership Agreement”) and which OP Units shall be paid to the beneficial interest holders in Seller (the “Beneficial Owners”) as set forth herein. The total number of OP Units to be delivered by Purchaser to the Beneficial Owners shall be determined by dividing the Net Purchase Price by nine (9), and rounding up such number such that each Beneficial Owner shall receive a whole number of OP Units. Seller shall notify Purchaser and certify to Purchaser as true and correct the percentage ownership interest of each Beneficial Owner at or before Closing.

          (c) Notwithstanding that the Property shall be conveyed to Purchaser at Closing and that the Purchaser shall be irrevocably committed, as of Closing, to issue the OP Units in the amount described in Section 3(b) above, the Purchase Price shall be paid to the respective Beneficial Owners by issuance of the OP Units, on a rolling basis, if necessary, only upon Purchaser’s receipt from Seller, on behalf of that particular Beneficial Owner, of the following: (i) a counterpart signature page to the Partnership Agreement executed by such Beneficial Owner, (ii) an affidavit from such Beneficial Owner in the form attached hereto as Exhibit L-1, (iii) if such Beneficial Owner desires to enter into the Tax Protection Agreement, a counterpart signature page to the Tax Protection Agreement executed by such Beneficial Owner in the form attached hereto as Exhibit H, (iv) an IRS Form W-9, (v) a limited power of attorney in the form attached hereto as Exhibit N, and (vi) any other information or documents that may be required by Article IX of the Partnership Agreement, provided, however, that any distributions that otherwise would be payable to such Beneficial Owners during the period between the Closing and the delivery of such documents and information shall be held by the Purchaser for the benefit of such Beneficial Owners and be released to them simultaneously with

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the issuance of OP Units to such Beneficial Owners. In the event that any particular Beneficial Owner fails to deliver any of the foregoing documents within sixty (60) days following the Closing, such Beneficial Owner shall become an economic interest holder in Purchaser, as described in Section 9.01(c) of Purchaser’s Partnership Agreement, and the distributions held on the Beneficial Owner’s behalf shall be distributed to such Beneficial Owner (subject in all events to any applicable withholding taxes, including, but not limited to, FIRPTA withholding and federal income tax backup withholding). Additionally, Seller shall request from each Beneficial Owner (and Seller shall use diligent efforts to obtain from each Beneficial Owner and deliver to Purchaser) an executed certification as to such Beneficial Owner’s tax basis in its interest in the Seller in the form attached hereto as Exhibit G (which tax basis shall be as of the end of the tax year reflected in the final income tax returns most recently filed by such Beneficial Owner with the applicable taxing authorities). If any Beneficial Owner does not execute and deliver the certification of tax basis in the form attached hereto as Exhibit G within sixty (60) days following the Closing (but not later than the end of the calendar year of Closing), then such Beneficial Owner shall be assumed to have no income tax basis in their beneficial interest in Seller, and Purchaser will elect to use the “remedial method” of making Internal Revenue Code Section 704(c) allocations as provided in Treasury Regulations Section 1.704-3(d) with respect to the beneficial interest in Seller.

          (d) Subject to the terms and conditions of this Agreement, Seller shall assign to Purchaser and Purchaser shall assume from Seller, the Assumed Loan.

     4. TITLE

          (a) Within three (3) business days after the Effective Date, Purchaser shall order, at Purchaser’s expense, from Chicago Title Insurance Company (in such capacity, “Title Insurer”), whose address is 5501 LBJ Freeway, Suite 200, Dallas, Texas 75240, Attention:

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Debbie Moore, an owner’s title commitment on the Real Property and a commitment to endorse the existing mortgagee policy for the Assumed Loan from the title insurance company that issued such mortgagee policy (collectively, the “Commitment”), together with legible copies of all documents relating to the title exceptions referred to in the Commitment.

          (b) Within three (3) business days after the Effective Date, Purchaser shall order, at Purchaser’s own expense, an updated survey of the Real Property sufficient to enable Title Insurer to issue an ALTA owner’s policy of title insurance (the “Survey”), showing lot lines and monuments, building lines, easements both burdening and benefiting the Real Property, utilities, including water and sewer lines to the point of connection with the public system, the Improvements (including parking spaces), encroachments, if any, on the Real Property or over adjoining properties, and other matters located on or affecting the Real Property, together with a certificate as to whether the Real Property lies within a flood zone as determined by the U.S. Department of Housing and Urban Development. The Survey shall be certified as true and correct by the surveyor for the benefit of Purchaser, the Purchaser’s lender and Title Insurer.

          (c) If the Commitment or Survey discloses exceptions to title objectionable to Purchaser, in its sole discretion, as to the Property (except for the first mortgage lien encumbering the Property and securing the loan from JPMorgan Chase Bank, N.A. in the original principal sum of $20,000,000.00, of which $20,000,000.00 is outstanding as of the Effective Date, which loan shall be assumed by Purchaser at Closing (the “Assumed Loan”)) Purchaser shall deliver a copy of the Title Commitment and the Survey to Seller and shall so notify Seller within ten (10) business days following Purchaser’s receipt of the latest to be received of the Commitment and the Survey (the “Title Objection Date”), and Seller shall have ten (10) business days from the date of such notice to have each such unpermitted exceptions to

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title removed, or to have the Title Insurer commit to insure over such unpermitted exception, or to correct each such other matter. If within such ten (10) business day period, Seller fails to have each such unpermitted exception removed, insured over or corrected as aforesaid, Purchaser may elect within three (3) business days after such ten (10) business day period, as its sole and exclusive remedy in such event, to either (i) terminate this Agreement and immediately receive from Seller the Earnest Money Note, whereupon this Agreement shall be null and void and of no further force or effect (except for any obligations which expressly survive a termination of this Agreement), or (ii) elect to accept title to such Property subject to such objectionable exception (with a right to deduct from the Purchase Price any liens or encumbrances of a definite or ascertainable amount up to an aggregate of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) whereupon such exception(s) which had been objected to shall be deemed approved and shall constitute Permitted Encumbrances. If Purchaser fails to make either such election, Purchaser shall be deemed to have elected option (ii). Any matters disclosed by the Commitment or the Survey and not objected to by Purchaser on or before the Title Objection Date (other than those relating to the Assumed Loan) shall be deemed approved by Purchaser and shall constitute Permitted Encumbrances. If requested by Purchaser, Seller shall deliver to the Title Company an affidavit required by the Title Company for an amendment to the rights of parties in possession exception to “rights of apartment tenants in possession, as apartment tenants only, pursuant to written but unrecorded rental or lease agreements”.

     5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER

          Seller hereby represents, warrants and covenants to Purchaser that the following matters are true and correct as of the execution of this Agreement and will also be true and correct as of the Closing, and all references to “Seller’s actual knowledge” shall mean the actual knowledge of Christopher C. Finlay or Jeff Goldshine:

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          (a) Seller is a statutory trust duly formed and validly existing under the laws of the State of Delaware. This Agreement has been, and all the documents executed by Seller which are to be delivered to Purchaser at the Closing will be, duly authorized, executed and delivered by Seller and will be legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the right of contracting parties generally), will be sufficient to convey title (if they purport to do so) and will not violate any provisions of any material agreement to which Seller is a party or to which the Property or Seller is subject or bound. Subject to the satisfaction of Section 8(a)(i) below, no consent, waiver or approval by any third party is required in connection with the execution and delivery by Seller of this Agreement or the performance by Seller of the obligations to be performed by Seller under this Agreement.

          (b) Except as set forth on Exhibit M attached hereto, Seller has not received from any governmental authority written notice, and Seller has no actual knowledge (without any duty of inquiry or investigation) of any violation of any zoning, building, fire or health code or any other statute, ordinance, rule or regulation applicable to the Property, or any part thereof, that will not have been corrected prior to Closing nor, to Seller’s actual knowledge, has it received any written notice from any governmental authority regarding any change to the zoning classification or any proceedings to widen or realign any streets or highways adjacent to the Property or of any condemnation proceedings.

          (c) To Seller’s actual knowledge, (i) the operating statements, income and expense reports and all other contracts or documents required to be delivered to Purchaser pursuant to this Agreement are true, correct and complete copies; and (ii) all contracts or

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documents required to be delivered to Purchaser pursuant to this Agreement are in full force and effect, without material default by any party and without any right of set-off except as disclosed in writing at the time of such delivery.

          (d) There is no master lease of the Property to any affiliate of Seller, or if such master lease exists, Seller shall cause such master lease to be terminated at Closing without Purchaser paying any termination fee. The Rent Roll attached hereto as Exhibit B is true, correct and complete in all material respects as of the date set forth on the Rent Roll. As of the Closing, the Rent Roll delivered at the Closing will be true, correct and complete. The copies of the Leases delivered to Purchaser are true, correct and complete copies and, to Seller’s actual knowledge, are in full force and effect, without default by any party and without any right of setoff, except as expressly provided by the terms of such Leases or as disclosed on the Rent Roll attached hereto. The copies of the Leases and other agreements with the tenants under the Leases (the “Tenants”) delivered to Purchaser pursuant to this Agreement constitute the entire agreements with such Tenants relating to the Real Property, have not been materially amended, modified or supplemented, except for such amendments, modifications and supplements delivered to Purchaser, and there are no other leases or tenancy agreements affecting the Real Property.

          (e) Exhibit J attached hereto is a true and complete schedule of all of the Contracts (as hereinafter defined in Section 7), true, complete and correct copies of which have been delivered to Purchaser for Purchaser’s approval within ten (10) business days hereof. Exhibit J-1 attached hereto is a true and correct copy of the management agreement currently in effect with respect to the Property. To Seller’s actual knowledge, the Contracts are in full force and effect, without material default by any party and without any claims made for the right of

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setoff, except as expressly provided by the terms of such Contracts or as disclosed to Purchaser in writing at the time of such delivery. The Contracts constitute the entire agreements with such vendors relating to the Property, have not been materially amended, modified or supplemented, except for such amendments, modifications and supplements as have been delivered to Purchaser, and there are no other agreements with any third parties (excluding, however, the Leases and Permitted Encumbrances) affecting the Property which will survive the Closing.

          (f) At the Closing, there will be no outstanding contracts made by Seller for the construction or repair of any improvements to the Improvements which have not been fully paid for, and Seller shall cause to be discharged all mechanics’ or materialmen’s liens arising from any labor or materials furnished to the Improvements prior to the Closing.

          (g) Except as set forth in Exhibit K attached hereto, there are no pending or, to Seller’s actual knowledge (without any duty of inquiry or investigation), threatened legal proceedings or actions of any kind or character affecting the Property or Seller’s interest therein, including, without limitation, condemnation proceedings.

          (h) Seller has not received any actual written notice, and Seller has no actual knowledge (without any duty of inquiry or investigation) of any civil, criminal or administrative suit, claim, hearing, violation, investigation, proceeding or demand pending or threatened against Seller or the Property relating in any way to a Release or compliance with Environmental Laws. For purposes of this Agreement, the phrase “Environmental Laws” shall mean any federal, state or local law, statute, ordinance, order, decree, rule or regulation and any common laws regarding health, safety, radioactive materials, or the environment, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq. (“CERCLA”); the Resource Conservation and Recovery Act, 42

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U.S.C. § 6901, et seq. (“RCRA”); the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq. (“TSCA”), the Occupational, Safety and Health Act, 29 U.S.C. § 651, et seq. (“OSHA”), the Clean Air Act, 42 U.S.C. § 7401, et seq. (“CAA”), the Federal Water Pollution Control Act, 33 U.S.C. § 1251, et seq. (“FWPCA”), the Safe Drinking Water Act, 42 U.S.C. § 3001, et seq. (“SDWA”), the Hazardous Materials Transportation Act, 49 U.S.C. § 1802, et seq. (“HMTA”) and the Emergency Planning and Community Right to Know Act, 42 U.S.C. § 11001, et seq. (“EPCRA”), the Endangered Species Act of 1973, 16 U.S.C. § 1531 et seq. (“ESA”), the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq. (“FIFRA”) and other comparable federal, state or local laws, each as amended, and all rules, regulations and guidance documents promulgated pursuant thereto or published thereunder. The phrase “Hazardous Materials” shall mean each and every element, compound, chemical mixture, contaminant, pollutant, material, waste or other substance which is defined, determined or identified as hazardous or toxic under Environmental Laws or the Release of which is regulated under Environmental Laws. The term “Release” shall mean the discharge, disposal, deposit, injection, dumping, spilling, leaking, leaching, placing, presence, pumping, pouring, emitting, emptying, escaping, or other release of any Hazardous Material. For purposes of the representations and warranties set forth in this Section 5(h), “Hazardous Materials” shall not include consumer products, office supplies, pool chemicals and cleaning and maintenance supplies stored and used in the ordinary course of operation of the Property and in compliance with applicable Environmental Laws.

          (i) As of the Effective Date, the outstanding principal balance of the Assumed Loan is $20,000,000.00. All accrued interest has been paid to date. Seller has timely paid all amounts and performed all monetary obligations required of it by the loan documents pursuant to

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which the Assumed Loan was made (the “Assumed Loan Documents”). As of July 31, 2010, the amount of escrows or reserves held by Seller for maintenance and capital repairs to the Property is $10,994.00 and the amount held for such purposes by the Assumed Loan Lender (as hereinafter defined) is $398,128.00. Seller has received no written notice of any defaults under the Assumed Loan Documents, and to Seller’s actual knowledge (without any duty of inquiry or investigation), no defaults are pending under the Assumed Loan Documents and no facts or circumstances exist which, with the passage of time and/or the giving of notice, would constitute a material default under the Assumed Loan Documents. The Assumed Loan is a “qualified liability” within the meaning of Treasury Regulations section 1.707-5(a)(6) that was incurred more than two years prior to the Effective Date and has encumbered the Property throughout the two-year period prior to the Effective Date.

          (j) Seller is not a foreign limited partnership, person or other entity within the meaning of Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), and Seller will furnish to Purchaser, prior to the Closing, an affidavit in the form attached hereto as Exhibit L.

          (k) Seller represents and warrants to Purchaser that, as of the Closing, each of the warranties and representations set forth in this Section 5 shall be true, complete and correct in all material respects except for changes in the operation of the Property occurring prior to Closing which are specifically permitted by this Agreement, and that all management contracts pertaining to the Property shall be terminated (at no cost to Purchaser) at Closing unless otherwise directed in writing by Purchaser. In the event that, prior to Closing, Purchaser discovers a material breach of a representation or warranty contained in this Agreement and made by Seller, Purchaser may, as its sole and exclusive remedy, either (i) terminate this

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Agreement and receive back the Earnest Money Note, and in the event such material breach is also intentional, a reimbursement of Purchaser’s actual out-of-pocket costs and expenses incurred in connection the transaction contemplated by this Agreement (including, without limitation, reasonable attorneys’ fees) up to a maximum of Two Hundred Seventy-Eight Thousand Five Hundred Seventy and No/100 Dollars ($278,570.00) (the “Cap”), or (ii) waive such breach and proceed to Closing with no reduction in the Purchase Price.

     6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER

          (a) Purchaser is a limited partnership duly formed and validly existing under the laws of the Commonwealth of Virginia. Purchaser hereby represents and warrants to Seller that this Agreement has been, and all the documents to be delivered by Purchaser to Seller or any Beneficial Owners, as applicable, at the Closing (including, without limitation, all documents in connection with the assumption of the Assumed Loan and the issuance of the OP Units, to the extent executed by Purchaser) will be, duly authorized, executed and delivered by Purchaser, are, and in the case of the documents to be delivered will be, legal and binding obligations of Purchaser, are, and in the case of the documents to be delivered will be, enforceable in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally), and do not, and will not at the Closing, violate any provisions of any material agreement to which Purchaser is a party.

          (b) Purchaser is sophisticated and experienced in the acquisition, ownership and operation of multi-family housing projects similar to the Property, and has full knowledge of all applicable federal, state and local laws, rules, regulations and ordinances in connection therewith.

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          (c) No pending or, to the knowledge of Purchaser, threatened litigation exists which if determined adversely would restrain the consummation of the transactions contemplated by this Agreement or would declare illegal, invalid or non-binding any of Purchaser’s obligations or covenants to Seller hereunder.

          (d) The issuance of the OP Units has been duly authorized, and when the OP Units are issued to the applicable Beneficial Owners who have executed and delivered to Purchaser the documents required by Section 3(c) hereof, such newly issued OP Units will be validly issued by Purchaser and will be free and clear of liens and encumbrances (but shall be subject to the provisions of the Partnership Agreement). The Partnership Agreement attached hereto is a true and complete copy thereof. There are no pending or, to Purchaser’s actual knowledge (without any duty of inquiry or investigation), threatened legal proceedings or actions against the Purchaser which if adversely determined would have a material adverse effect on Purchaser’s finances or assets as a whole.

     7. SELLER’S DELIVERIES

          (a) Seller has delivered or made available on a secure data base (and if not previously delivered or made available in the data base, Seller will deliver to Purchaser no later than five (5) days following the request by Purchaser), the following documents and the documents listed on Exhibit A-1 (the “Due Diligence Documents”), to the extent in Seller’s possession or reasonable control, and Seller shall deliver any updates to the Due Diligence Documents, if any, as and when requested by Purchaser or Assumed Loan Lender:

          (i) A current rent roll pertaining to the Real Property (the “Rent Roll”) setting forth in respect of each Tenant unit: the name of the Tenant occupying such unit, the security deposit or other deposit paid by the Tenant and held by Seller, the term of the Lease for such unit, the commencement date for the term of the Lease for

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such space, the annual rent for each unit and the expiration date of the term of such Lease.

          (ii) A statement of insurance coverage and premiums by policy type and copies of insurance policies for the fire, extended coverage and public liability insurance maintained by or for the benefit of Seller (the “Existing Insurance Policies”), provided that Seller need not deliver such Policies to the extent coverage is provided by Seller’s blanket policies.

          (iii) A copy of all income and expense statements, year end financial and monthly operating statements for the Property (the “Operating Statements”) for the three (3) most recent full calendar years prior to the Closing and, to the extent available, the current year, and copies of operating budgets for the current fiscal year.

          (iv) A copy of “as built” plans and specifications of the Improvements (together with any other plans and specifications relating to the Real Property in the possession or control of Seller).

          (v) Copies of any inspection, soils, engineering, environmental or architectural notices, plans, diagrams, studies or reports in the possession or control of Seller which relate to the physical condition or operation of the Real Property or the Personal Property or recommended improvements thereto.

          (vi) A copy of the bill or bills issued for the most recent year for which bills have been issued for all real estate taxes (including assessed value) and personal property taxes, and a copy of any and all notices in the possession or control of Seller pertaining to real estate taxes or assessments applicable to the Real Property or the Personal Property (the “Tax Bills”).

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          (vii) A copy of all outstanding management, leasing, maintenance, repair, service, pest control and supply contracts (including, without limitation, janitorial, scavenger and landscaping agreements), equipment rental agreements, all contracts for repair or capital replacement to be performed at the Real Property, all contracts in Seller’s possession or control for repair or capital replacement covering work performed at the Real Property during the three (3) years immediately preceding the date hereof if the contract price was in excess of $10,000, and any other contracts relating to or affecting the Property (other than Leases) which will be binding upon the Property or Purchaser subsequent to the Closing, all as amended (collectively, the “Contracts”).

          (viii) A copy of all Leases and any other agreements which are in effect thereto with the Tenants of the Real Property, all as amended, together with any financial statements of such Tenants (to the extent such disclosure or financial statements are not restricted by any applicable confidential agreement and to the extent such financial statements are in the possession or control of Seller).

          (ix) Copies of all certificate(s) of occupancy, licenses, permits, authorizations and approvals in the possession or control of Seller which were obtained by Seller with respect to the Property, or any portion thereof, occupancy thereof or any present use thereof, including, without limitation, such permits as are necessary for the present operation of the Property with full use of all Improvements located thereon (the “Governmental Approvals”).

          (x) A copy of all guarantees and warranties relating to the Property in the possession or control of Seller and a copy of all of the Assumed Loan Documents.

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          (xi) Copies of pending insurance claims or litigation documents relating to the Property.

          (xii) Any other documents and information in the possession or control of Seller reasonably requested by Purchaser and used or useful in connection with Seller’s ownership or operation of the Property.

          (b) Purchaser and its agents or representatives shall have no right to enter upon the Property except with Seller’s prior approval, which shall not be unreasonably withheld. Any such entry shall be upon not less than forty-eight (48) hours’ prior notice (except as otherwise set forth herein), shall be during normal business hours and shall be for the sole purpose of examining or inspecting the Property, including for the purpose of allowing Assumed Loan Lender to examine or inspect the Property, and such rights shall include the right to conduct a Phase I Environmental Site Assessment (a “Phase I”); provided that (i) no such entry upon the Property shall interfere with the operations of Seller’s business on the Property or the rights of tenants, and (ii) Purchaser maintains (and upon Seller’s request shall furnish to Seller a certificate of insurance evidencing the same) insurance insuring Seller against loss by reasons of matters set forth in the following sentence. Purchaser hereby agrees to pay, protect, defend, indemnify and save Seller harmless against all liabilities, obligations, claims (including mechanic’s lien claims), damages, penalties, causes of action, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) imposed upon, incurred by or asserted against Seller involving either bodily injury or property damage in connection with or arising out of the entry by Purchaser or its agents or representatives upon the Property, either prior to or after execution and delivery of this Agreement and caused by Purchaser’s employees, agents or independent contractors and the actions of such persons on the Property. In

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the event any portion of the Property is or has been damaged or excavated by Purchaser, its employees, agents or independent contractors, Purchaser agrees to return the Property to its condition immediately prior to such damage or excavation. Any inspection of units shall be made during ordinary business hours upon forty-eight (48) hours’ prior written notice to Seller, subject to rights under the Leases. Notwithstanding anything contained in this Agreement to the contrary, Purchaser shall have no right to conduct a Phase II Environmental Site Assessment (a “Phase II”) unless (i) the results of Purchaser’s or its lender’s Phase I recommends such Phase II, and (ii) Seller consents to such Phase II, which consent shall not be unreasonably withheld. In the event that Seller fails to grant its consent to such Phase II, or in the event that the lender of the Assumed Loan (the “Assumed Loan Lender”) is not satisfied with the results of such lender’s inspections, examinations and investigations of the Property within the Lender’s Approval Period (as defined in Section 8(a)(i) below), then Purchaser may, as its sole remedy, terminate this Agreement, whereupon the Earnest Money Note shall be returned to Purchaser, and neither party shall have any rights or obligations under this Agreement except those that expressly survive a termination of this Agreement.

          (c) Notwithstanding any provision to the contrary herein, including, without limitation, any provision stating that this Agreement shall become null and void following a return or application of the Earnest Money Note or any portion thereof, Purchaser’s obligations under this Section 7 shall survive the expiration or termination of this Agreement, and shall survive Closing.

          (d) Purchaser hereby acknowledges and agrees that it has no rights of inspection or examination of the Property except as set forth herein, provided, however, that in no event shall any discoveries or findings made during such inspections or examinations entitle

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Purchaser to terminate this Agreement except as expressly set forth herein, it being the intent of the parties hereto that, except as expressly set forth herein, Purchaser has no due diligence period under this Agreement.

          (e) Purchaser shall give Seller written notice of those Contracts Purchaser desires Seller to terminate not less than forty-five (45) days prior to Closing, and Seller shall arrange to terminate those Contracts designated by Purchaser as of the Closing.

          (f) PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5 OR OTHERWISE IN THIS AGREEMENT, SELLER IS SELLING AND PURCHASER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT PURCHASER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical condition of the Property, including, but not limited to, the structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing, sewage and utility systems, facilities and appliances, (ii) the quality, nature, adequacy and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property, (vi) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants,

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conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence of Hazardous Materials on, under or about the Property or the adjoining or neighboring property, (viii) the quality of any labor and materials used in any improvements on the Real Property, (ix) the condition of title to the Property, (x) the Leases or Contracts and (xi) the economics of the operation of the Property.

          (g) Without limiting the above, except with respect to a breach by Seller of any of the representations and warranties contained in Section 5 hereof or Seller’s obligations hereunder, or Seller’s fraud, Purchaser on behalf of itself and its successors and assigns waives its right to recover from, and forever releases and discharges, Seller, Seller’s affiliates, Seller’s investment manager, the partners, trustees, shareholders, directors, officers, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns, from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the physical condition of the Property or any law or regulation applicable thereto, including, without limitation, the Environmental Laws.

          (h) The provisions of this Section 7 shall survive the Closing.

     8. CONDITIONS PRECEDENT TO CLOSING

          (a) The following shall be conditions precedent to Purchaser’s obligation to consummate the purchase and sale transaction contemplated herein (“Purchaser’s Conditions Precedent”):

          (i) Prior to the expiration of the period commencing on the Effective Date and continuing for ninety (90) days thereafter (as such initial 90-day period may be

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extended by Purchaser as provided below, the “Lender’s Approval Period”), Purchaser shall have obtained, on terms acceptable to Purchaser in its sole discretion, approval from the Assumed Loan Lender for the assumption of the Assumed Loan by Purchaser, the assignment of the Assumed Loan by Seller and the release of Seller or any guarantor of the Assumed Loan affiliated with Seller from their respective obligations under the Assumed Loan Documents from and after the Closing, and shall have delivered reasonably satisfactory written evidence of the same to Seller (the “Assumption Approval”). The “Assumption Approval” shall be deemed to include (1) the satisfactory completion by the Assumed Loan Lender of all diligence investigations, inspections and tests, and (2) the full negotiation and final approval of the Loan Assumption Documents (as defined below) by Purchaser, Seller and the Assumed Loan Lender. Purchaser shall have the one-time right to extend the initial 90-day Lender’s Approval Period for an additional period of up to ninety (90) days, provided that (A) Purchaser delivers written notice to Seller of its election to so extend the initial 90-day Lender’s Approval Period five (5) business days prior to the expiration of the initial 90-day Lender’s Approval Period (the “Extension Notice”), (B) simultaneously with Purchaser’s delivery of the Extension Notice, Purchaser shall deliver to Seller an additional Promissory Note in the form attached hereto as Exhibit E and in the face amount of one percent (1%) of the Purchase Price, or Two Hundred Seventy Eight Thousand Five Hundred Seventy and No/100 Dollars ($278,570.00) (which, for purposes of this Agreement, shall be deemed to constitute and be a part of the “Earnest Money Note” and shall be held by Seller pursuant to the terms of Section 3 above), and (C) Assumed Loan Lender shall not have refused to grant the Assumption Approval at any time prior to Purchaser’s delivery of the

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Extension Notice. Seller agrees to cooperate with and to take all reasonable action to facilitate Purchaser’s receipt of the Assumption Approval, however, Purchaser shall be solely responsible to pay to Assumed Loan Lender any and all costs, fees and expenses required in connection with the Assumed Loan assignment, assumption and release (other than Seller’s legal fees to review the Loan Assumption Documents). Purchaser and Seller shall execute and deliver at Closing, a loan assumption agreement and any other documents required in connection with the assignment and assumption of the Assumed Loan and the release of Seller and any guarantor affiliated with Seller on the terms reflected in the Assumption Approval, in form and content reasonably satisfactory to Purchaser and Seller (the “Loan Assumption Documents”). In the event that Seller or Purchaser fails to execute and deliver the Loan Assumption Documents or the Assumed Loan Lender fails to approve the assignment, assumption and release as aforesaid, either Seller or Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the Earnest Money Note to Purchaser. Purchaser shall apply to Assumed Loan Lender for Assumption Approval within sixty (60) days after the Effective Date (the “Assumption Commencement”) and use good faith and diligent efforts to obtain such consent from the Assumed Loan Lender prior to the expiration of the Lender’s Approval Period; provided, however, so long as Purchaser complies with its obligations under this Section 8(a), in no event shall Purchaser have any liability for its failure to achieve such consent.

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          (ii) Prior to the expiration of the Lender’s Approval Period, the OP Units to be issued to the Beneficial Owners pursuant to this Agreement, together with the OP Units to be issued by Purchaser to the beneficial interest holders of the seven other Delaware statutory trusts known as Mission Barton Creek, DST, Mission Battleground Park, DST, Mission Briley Parkway, DST, Mission Capital Crossing, DST, Mission Mayflower Downs, DST, Mission Preston Wood, DST, and Mission Tanglewood, DST (collectively, the “Other DSTs”) in accordance with the seven purchase and sale agreements of contemporaneous date herewith between Purchaser and the Other DSTs shall have been duly registered (collectively, the “Registrations”) pursuant to an effective registration statement with the U.S. Securities and Exchange Commission (“SEC”) and in each state or provincial jurisdiction where registration is required in accordance with all applicable federal, state and provincial laws, rules and regulations (each, a “Registration Statement” and collectively, the “Registration Statements”). Purchaser agrees to use good faith and diligent efforts to prepare and file the Registration Statements and to cause the Registration Statements to be declared effective in each jurisdiction where required, and shall commence the process of obtaining the Registrations within the Assumption Commencement. Seller agrees to provide Purchaser and its auditor with reasonable assistance and cooperation, at no cost or expense to Seller, in preparing the Registration Statements, including, without limitation, by providing Seller with access to any audited and unaudited financial statements previously prepared by Seller and its auditors, bank statements, general ledgers, accountant’s work papers, property records, and such other books and records as Purchaser may reasonably request, and by providing an assurance or representation letter on Purchaser’s auditor’s form and

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a response to the Audit Inquiry Letter (as defined below) from Seller’s counsel on such counsel’s standard form of response to an audit inquiry letter, all in order to prepare such Registration Statements (provided that in no event shall Seller or any affiliate of Seller have any liability to Purchaser or its auditor for the assurances or representations made therein). In the event that the Purchaser’s Condition Precedent contained in this Section 8(a)(ii) is not satisfied prior to the expiration of the Lender’s Approval Period, Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the Earnest Money Note to Purchaser. In the event that (a) the OP Units are duly registered pursuant to a Registration Statement that has been declared effective by the SEC and by each other jurisdiction where each of the Beneficial Owners reside, but the Registration Statement is not yet effective in certain other jurisdictions where each of the beneficial owners of the Other DSTs reside, and (b) Purchaser has received comments and feedback on the Registration Statements from each jurisdiction such that Purchaser reasonably determines that material changes will be required to the disclosure statement contained in the Registration Statement before it will become effective in those remaining jurisdictions in accordance with the laws, rules and regulations of each such jurisdiction, then Purchaser may elect to defer Closing on the Property under this Agreement until such time as the Registration Statements become effective in such other jurisdictions or the Purchaser believes no further material changes will be required to the disclosure statement contained in the Registration Statements. For the avoidance of doubt, Seller and Purchaser intend to proceed to Closing as soon as reasonably practicable, and Purchaser

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will only defer Closing to the extent it has a reasonable belief that material changes to the disclosure statement contained in the Registration Statements will be required. Purchaser will provide regular status updates to Seller with respect the effectiveness of the Registration Statements in each jurisdiction, and, to the extent Purchaser believes a material change to the disclosure statement contained in the Registration Statements will be required, Purchaser will share any correspondence received from any jurisdiction on the issue and will discuss the issue with Seller and explain the basis of Purchaser’s belief that such a material change will be required. Notwithstanding the foregoing, Seller understands and acknowledges that any determination regarding the materiality of any change in or issue relating to the Registration Statement shall be made by Purchaser.

          (iii) Immediately following the time that the Registration Statement filed with the SEC and each applicable state or other jurisdiction is declared effective, Seller shall have confirmed to Purchaser its acceptance of the Net Purchase Price in the form OP Units, which acceptance shall be in Seller’s sole discretion.

          (iv) Title shall have been approved by Purchaser under Section 4 with Title Insurer standing ready to issue an owner’s policy of title insurance (and an endorsement to the existing mortgagee’s title insurance policy in the form required by the Assumed Loan Lender) in the form customarily delivered in the State insuring Purchaser’s interest in the Real Property, dated the day of the Closing, with liability in the amount of the Purchase Price, subject only to the Permitted Encumbrances and the encumbrances related to the Assumed Loan, together with such endorsements as Purchaser reasonably may require and as are available in the State in which the Real Property is located (the “Title Policy”).

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          (v) Seller shall have executed and delivered to Purchaser a certificate (the “Certificate”) in the form attached hereto as Exhibit M updating the representations and warranties of Seller through Closing, which Certificate Seller covenants to deliver unless material new matters or knowledge of a material defect arises, in which case Seller shall deliver a Certificate stating such matter. Purchaser may then (i) waive such matter and consummate the transaction contemplated hereby or (ii) terminate this Agreement, in which case neither party shall have any further obligations or liabilities hereunder and any documents shall be returned to the party depositing the same and the Earnest Money shall be returned to Purchaser.

          (vi) There shall be no Hazardous Materials at the Property that were not shown in the Phase I or Phase II (if applicable).

          In the event that any Purchaser’s Conditions Precedent is not satisfied, Purchaser shall give written notice thereof to the Seller, and unless Purchaser waives such Purchaser’s Conditions Precedent, this Agreement shall terminate and both Seller and Purchaser shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Section 7, and the Earnest Money Note shall be returned to Purchaser.

          (b) As a condition precedent to Seller’s obligations to consummate the purchase and sale transaction contemplated herein (“Seller’s Conditions Precedent”), (i) Purchaser shall have duly performed in all material respects each and every covenant and agreement to be performed by Purchaser pursuant to this Agreement, (ii) Purchaser’s representations, warranties and covenants shall be true and correct in all material respects as of the Closing Date, (iii) Assumed Loan Lender shall have granted the Assumption Approval

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pursuant to the terms of Section 8(a)(i) above, and (iv) Purchaser shall have obtained the Registrations pursuant to the terms of Section 8(a)(ii) above. In the event that any Seller’s Conditions Precedent are not satisfied, Seller shall give written notice thereof to the Purchaser, and unless Seller waives such Seller’s Conditions Precedent, this Agreement shall terminate and both Purchaser and Seller shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Section 7.

     9. ADDITIONAL COVENANTS OF SELLER

          Seller hereby covenants with Purchaser, as follows:

          (a) Seller shall not enter into any Contract with respect to the Property which will survive the Closing or will otherwise affect the use, operation or enjoyment of the Property after the Closing, unless Seller first shall have obtained Purchaser’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. If Purchaser has not notified Seller within five (5) business days of receipt of a request for approval of its decision, Purchaser shall be deemed to have approved the matter.

          (b) The Existing Insurance Policies, or equivalent coverage, shall remain continuously in force through the day of the Closing.

          (c) At all times prior to the Closing, Seller shall (i) operate and manage the Property in substantially the same manner it presently operates and manages the Property (provided, however, that Seller shall not be required to make any capital repairs to the Property or any component thereof) and Seller, shall not make any withdrawals from any capital reserve accounts in amounts in excess of $10,000.00 without providing written notice to Purchaser, (ii) maintain all material present services, (iii) maintain the Property in good repair and working order, reasonable wear and tear excepted, and (iv) perform when due all of Seller’s material obligations under the Leases, the instruments securing any mortgage lien on the Property,

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Contracts, Governmental Approvals and other agreements relating to the Property and otherwise in accordance with applicable laws, ordinances, rules and regulations affecting the Property. Prior to and as of the Closing, Seller shall cause all vacant units to be made rent-ready and available for occupancy based on standards and methods used by Seller prior to execution of this Agreement and shall cause all appliances in all vacant units to be clean and in working order (the “Appliance Standards”). Purchaser shall receive a credit of One Thousand and No/100 Dollars ($1,000.00) for each unit that became vacant on a date that is five (5) or more days prior to Closing and that is not rent-ready (as reasonably determined by Purchaser based on standards customary in the industry) and available for occupancy as of the day of Closing, provided that such $1,000.00 shall not include any costs to cause the appliances to meet the Appliance Standards. After full execution of this Agreement and until the Closing, Seller shall maintain all existing personnel on the Property in their current employment positions at their current rates of compensation. In the event of the Closing of the purchase of the Property, Purchaser shall not retain the existing employees and management agents of Seller for the Property, and, accordingly, on the Closing, Seller shall (i) cause all employment and management agreements respecting the Property to be terminated, and deliver evidence of such termination to Purchaser, and (iii) remove all employees and management personnel from the Property. Except for the obligation of Seller to use its reasonable efforts to fully enforce the material obligations of Tenants under the Leases, nothing contained in this Section 9(c) shall be deemed or construed as imposing any obligations of such Tenants onto Seller. Seller shall terminate, as of the day of the Closing, those of the Contracts designated in writing by Purchaser (no less than forty-five (45) days prior to Closing) which may by their terms be so terminated. None of the Personal Property

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shall be removed from the Real Property, unless replaced by Personal Property of equal or greater utility and value unless such Personal Property has no value or use at the Property.

          (d) Seller shall pay or contest the same (with notice to Purchaser of any such contests) in full, prior to the Closing, all bills and invoices for labor, goods, utility charges, material and services of any kind relating to the Property.

          (e) Seller agrees to pay any brokerage or leasing fee or similar commission or other compensation with respect to the Leases, if any (“Leasing Commissions”), which is or will become due and payable prior to the Closing, except for lease renewals, or exercises of expansion options, entered into after the date of this Agreement which shall be Purchaser’s obligation if the Closing occurs. The amount of such fees or commissions due on an absolute basis prior to Closing will be credited against the Purchase Price payable by Purchaser at the Closing; provided, however, that all such fees or commissions or other compensation due or payable after the Closing on an absolute or contingent basis (including fees or commissions or other compensation with respect to renewals, but only to the extent disclosed on Exhibit I) shall become obligations of Purchaser after the Closing.

          (f) After the date hereof and prior to the Closing, (i) Seller shall not enter into any new leases with respect to the Property without Purchaser’s prior written consent unless such new leases are on Seller’s standard form residential lease, the rent and landlord concessions and incentives are consistent with Seller’s current practices, and the leases are otherwise entered into in the ordinary course of Seller’s business of leasing and operating the Property, (ii) except for leases described above, no part of the Property, or any interest therein, shall be alienated, liened, encumbered or otherwise transferred, and (iii) Seller shall make all payments of principal and interest required under any mortgages encumbering the Property due prior to the Closing.

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          (g) Seller shall promptly notify Purchaser of any change in any condition with respect to the Real Property or of any event or circumstance which makes any representation or warranty of Seller to Purchaser under this Agreement materially untrue or misleading, or any covenant of Seller under this Agreement incapable or less likely of being performed.

          (h) Seller shall deliver to Purchaser on a monthly basis until Closing updated operating statements and Rent Rolls.

          (i) Seller shall not apply any tenant’s security deposit unless the tenant is out of its premises as of Closing.

          (j) Seller shall give Purchaser prompt notice of any fire or other casualty affecting the Property.

          (k) Seller shall give Purchaser prompt notice of any violation issued in writing and received by Seller by any governmental authorities with respect to the Property.

     10. SELLER’S CLOSING DOCUMENTS

          At the Closing, Seller shall deliver to Purchaser the following, in form and substance reasonably acceptable to Purchaser:

          (a) A special warranty deed executed by Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan.

          (b) A Bill of Sale, executed by Seller (the “Bill of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and

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adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any.

          (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable).

          (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing.

          (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals.

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          (f) Any keys in the possession of Seller to all locks located in the Property.

          (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction.

          (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto.

          (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct.

          (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

          (k) The Certificate.

          (l) A standard termite bond if Purchaser’s inspections reveal active infestation by wood destroying insects.

          (m) Executed counterparts of the Loan Assumption Documents.

          (n) The original Earnest Money Note.

          (o) Any other documents, instruments or agreements called for hereunder which have not previously been delivered and are reasonably necessary or required (A) by Title Insurer to issue the Title Policy or (B) by the Assumed Loan Lender or Purchaser in connection with the assumption of the Assumed Loan by Purchaser (including, the Loan Assumption Documents), the release of Seller or any guarantor that is affiliated with Seller from all obligations under the Assumed Loan from and after the Closing and the transfer from Seller to

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Purchaser of any and all escrow or reserve accounts related to the Property (whether held by Seller or the Assumed Loan Lender) and security deposits related to the Leases.

     11. PURCHASER’S CLOSING DOCUMENTS

          At the Closing, Purchaser shall deliver to Seller:

          (a) An executed counterpart of the Contract Assignment.

          (b) An executed counterpart of the Lease Assignment.

          (c) The Purchase Price, net of prorations, by issuance of the OP Units in accordance with the terms of Section 3(c) above.

          (d) Executed counterparts of the Loan Assumption Documents.

          (e) Reasonable proof of the authority of Purchaser’s signatories.

          (f) An executed counterpart of the Tax Protection Agreement in the form attached hereto as Exhibit H, for each Beneficial Owner that has also executed a Tax Protection Agreement.

          (g) The documents necessary to transfer the OP Units to each Beneficial Owner that has executed and delivered the documents required by Section 3(c).

          (h) Any other documents, instruments or agreements reasonably necessary to close the transaction as contemplated by this Agreement or by the Assumed Loan Lender or Seller in connection with the assignment of the Assumed Loan by Seller (including, the Loan Assumption Documents), the release of Seller or any guarantor that is affiliated with Seller from all obligations under the Assumed Loan from and after the Closing and the transfer from Seller to Purchaser of any and all escrow or reserve accounts related to the Property (whether held by Seller or the Assumed Loan Lender) and security deposits related to the Leases.

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     12. PRORATIONS AND ADJUSTMENTS

          The following shall be prorated and adjusted between Seller and Purchaser as of the day of the Closing, except as otherwise specified:

          (a) Collected Rents and other charges, other than for Tenants who owe Delinquent Rents (as hereinafter defined), shall be prorated by credit to Purchaser. Prepaid rents and other charges shall be credited to Purchaser. The rent and all other sums which are due and payable to Seller by any tenant but uncollected as of the Closing shall not be adjusted, but Purchaser shall cause the rent and other sums for the period prior to Closing to be remitted to Seller if, as, and when collected (but Purchaser shall not be required to take legal action for such amounts accruing prior to the Closing). At Closing, Seller shall deliver to Purchaser a schedule of all rent, charges and other amounts payable by tenants after the Closing with respect to which Seller is entitled to receive a share under this Agreement, and any amount due and owing to Seller before the Closing by tenants under the Leases which are unpaid on the date of Closing (such amounts are collectively referred to herein as the “Delinquent Amounts”). Rental and other payments received by Purchaser from tenants shall first be applied toward Purchaser’s actual out-of-pocket costs (including reasonable attorneys’ fees) of collection, and then toward the payment of current rent and other charges owed to Purchaser for periods after the Closing, and any excess monies received shall be applied toward the payment of Delinquent Amounts; provided, however, that any rent received by Purchaser from tenants who owe Delinquent Amounts during the month in which the Closing occurs shall first be applied to the payment of such tenants’ Delinquent Amounts, if any, with respect to the month in which the Closing occurs, and not toward the payment of rent and other charges for previous or subsequent months. Purchaser may not waive any Delinquent Amounts or modify a Lease so as to reduce amounts or charges owed under Leases for any period in which Seller is entitled to receive a share of charges

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or amounts, without first obtaining the written consent of Seller. If a Delinquent Amount due Seller is not paid by a tenant within the later of (x) sixty (60) days after Closing or (y) sixty (60) days after billing therefor, Seller shall have the right to attempt to effect collection by litigation or otherwise so long as Seller does not take any action which would affect such tenant’s right to occupy its leased premises or terminate its lease. With respect to Delinquent Amounts owed by tenants that are no longer tenants of the Property as of the date of Closing, Seller shall retain all rights relating thereto.

          (b) The amount of all security and other Tenant deposits and interest due thereon, if any, shall be transferred to Purchaser. Purchaser shall assume at Closing the obligation, if any, to pay security and other deposits to tenants under the Leases, to the extent that such deposits are transferred to Purchaser at Closing. Seller shall indemnify and hold Purchaser harmless for the amounts, if material, by which (i) the amount of security and other deposits (together with interest due thereon as may be required by law or by the Lease), required to be held under the terms of the Leases exceeds (ii) the amount actually transferred to Purchaser at Closing.

          (c) To the extent not covered by any tax escrows to be assigned to Purchaser at Closing pursuant to Section 12(g) below, accrued general real estate, personal property and ad valorem taxes and assessments for the current tax year shall be prorated on the basis of bills, if available prior to the Closing, which shall be re-prorated after Closing on the basis of actual bills received covering the period which includes the Closing Date.

          (d) Fuel, water and sewer service charges, and charges for gas, electricity, telephone and all other utility and fuel charges, as well as all deposits to utility companies, governmental entities or any other person shall be prorated ratably on the basis of the last

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ascertainable bills (and reprorated upon receipt of the actual bills or invoices) to the extent not paid directly by tenants under their respective Leases unless final meter readings and final invoices can be obtained. To the extent practicable, Seller shall cause meters for utilities to be read not more than one (1) day prior to the date of Closing.

          (e) Amounts due, commissions, up-front revenues and incentives, and prepayments under the Contracts to be assigned to Purchaser. All amounts for services rendered or materials furnished under the Contracts assumed by Purchaser and accruing after the Closing Date shall be the responsibility of Purchaser.

          (f) Assignable license and permit fees paid on an annual or other periodic basis.

          (g) All escrow and reserve accounts (including without limitation, all capital improvement reserves and taxes and insurance escrows) held by Assumed Loan Lender in connection with the Assumed Loan and those held by Seller, if any, shall be assigned to Purchaser but there will be no adjustment to the Purchase Price or proration thereof.

          (h) Such other items that are customarily prorated in transactions of this nature (including, without limitation, any utilities paid by Seller under the Leases) shall be prorated; provided, however, that any insurance premiums shall not be prorated, but rather Seller shall cancel the Existing Insurance Policies as of Closing (and seek a separate refund from its insurer of any unearned premiums) and thereafter Purchaser shall obtain its own property insurance in conformance with the Assumed Loan Documents.

          Purchaser shall be deemed to be the owner of the Property and, therefore, entitled to the income from the Property and responsible for the expenses of the Property for the entire day upon which the Closing occurs. All such prorations shall be made on the basis of the actual

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number of days of the month which shall have elapsed as of the day of the Closing. To the extent information necessary to make such prorations is not available at the Closing or is determined to be inaccurate or incomplete after Closing, the amount of such prorations shall be subject to adjustment in cash after the Closing as and when complete and accurate information becomes available. All prorations shall otherwise be final. Seller and Purchaser agree to cooperate and use their best efforts to make such adjustments no later than sixty (60) days after the Closing as to all items except tax prorations, subject to mutual agreement to extend such sixty (60) day period, and with respect to tax prorations, to the extent not covered by any tax escrows to be assigned to Purchaser at Closing pursuant to Section 12(g) above, the parties shall make such adjustments upon receipt of the actual tax bills covering the period in which the Closing Date occurs. Except as set forth in this Section 12, all items of income and expense for the period prior to the Closing Date will be for the account of Seller, and all items of income and expense for the period on and after the Closing Date will be for the account of Purchaser, all as determined by the accrual method of accounting. Bills received after the Closing Date which relate to expenses incurred, services performed or other amounts allocable to the period prior to the Closing Date shall be paid by Seller.

          (i) Amounts on deposit with utility companies shall be credited to Seller at Closing, and promptly following the Closing, Purchaser shall inform such utilities of such change in ownership of the Property. Seller shall, from and after the Closing, at Seller’s sole cost and expense, have control over any ongoing tax appeals as to the Property that were commenced prior to the Closing and that pertain solely to the periods that Seller owned the Property. Seller shall, as applicable, retain all proceeds or reductions obtained from such appeals

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or pay all additional taxes or delinquencies imposed for such periods. Seller shall keep Purchaser informed as to any such appeals.

     13. CLOSING

          The “Closing” of the transaction contemplated by this Agreement (that is, the payment of the Purchase Price by issuing or becoming irrevocably committed to issue, as applicable, the OP Units, the return to Purchaser of the Earnest Money Note, the transfer of title to the Property, and the satisfaction of all other terms and conditions of this Agreement) shall occur in escrow by each party delivering their respective documents and funds to the Title Insurer with closing instructions consistent with this Agreement, or if deemed to be necessary, at 10:00 a.m. local time at the offices of the Title Insurer (or at such other location as agreed upon by the parties) on the date that is five (5) business days after the satisfaction of all Purchaser’s Conditions Precedent and Seller’s Conditions Precedent. The “Closing Date” shall be the date of Closing. Within ninety (90) days following Closing, Purchaser shall re-name the Property so as to exclude any reference to “Mission” or any derivation thereof, as applicable, unless Grubb & Ellis Property Management TRS, LLC, a Delaware limited liability company and an affiliate of Purchaser, Mission Residential Management, LLC, a Virginia limited liability company, MR Holdings, LLC, a Virginia limited liability company, Forward Capital, LLC, a Delaware limited liability company, and Christopher C. Finlay, an individual resident of the Commonwealth of Virginia, all affiliates of Seller, shall have closed under that certain Asset Purchase Agreement dated as of the Effective Date. Purchaser may continue to use the name “Mission” or any derivation thereof with respect to the Property during such 90-day period, and if requested by Purchaser, Seller agrees to grant a license to Purchaser, at not cost to Purchaser, to use the name “Mission” or any derivation thereof with respect to the Property during such 90-day period.

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     14. CLOSING COSTS

          Purchaser shall pay the cost of the Title Policy and its lender’s title policy and/or endorsement, the Survey, all transfer and recordation taxes and fees, all of the Title Insurer’s closing fees (including those for a “New York Style” closing) and recording fees. Seller shall be responsible for all accrued taxes of Seller prior to Closing and income taxes and other such taxes of Seller attributable to the sale of the Property to Purchaser. Purchaser shall be solely responsible for all costs associated with assuming the Assumed Loan, including, without limitation, paying all assumption and review fees, costs and expenses, if any. Each party shall bear the expense of its own counsel. In addition, all costs of Purchaser’s due diligence activities incurred prior to the Effective Date, including any engineering, environmental reports and lease and expense audits, as well as the cost of any examinations or inspections pursuant to Section 7 above, shall be paid by Purchaser.

     15. LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION

          (a) In the event that prior to the Closing, the Improvements, or any part thereof, are destroyed or materially damaged (as defined in Section 15(e)), Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such damage or destruction, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Earnest Money Note shall be returned to Purchaser, or (ii) to accept the Improvements in their then condition and to proceed with the Closing with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction. If Purchaser elects to proceed under clause (ii) above,

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Seller shall not compromise, settle or adjust any claims to such proceeds without Purchaser’s prior written consent.

          (b) In the event that prior to the Closing there is any non-material damage to the Improvements, or any part thereof, Seller shall repair or replace such damage prior to the Closing. Notwithstanding the preceding sentence, in the event Seller is unwilling or unable to repair or replace such damage, Seller shall notify Purchaser of such fact (“Seller’s Notice”) and Purchaser thereafter shall have the right, exercisable by giving Seller notice within fifteen (15) business days after receiving Seller’s Notice either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Earnest Money Note shall be returned to Purchaser, or (ii) to accept the Improvements in their then condition with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to insurance proceeds payable by reason of such non-material damage. For purposes of contemplating any repairs or replacements under this Section 15(b), the Closing may be extended for a reasonable time to allow such repairs or replacements to be made by Seller.

          (c) In the event that prior to the Closing, all or any material portion (as defined in Section 15(e)) of the Land and Improvements are subject to a taking by public authority, Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such taking, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing

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the same and the Earnest Money Note shall be returned to Purchaser, or (ii) to accept the Land and Improvements in their then condition, without a reduction in the Purchase Price, and to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent.

          (d) In the event that prior to the Closing, any non-material portion of the Land or Improvements is subject to a taking, Purchaser shall accept the Property in its then condition and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to any award in connection with such taking. In the event of any such non-material taking, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent.

          (e) For the purpose of this Section 15, damage to the Improvements or a taking of a portion thereof shall be deemed to involve a material portion thereof if the reasonably estimated cost of restoration or repair of such damage or the amount of the condemnation award with respect of such taking shall exceed One Hundred Thousand and No/100 Dollars ($100,000.00), or if the number of parking spaces is reduced or if the entrances and entrance signs are relocated.

          (f) Seller agrees to give Purchaser prompt notice of any taking, damage or destruction of the Land or Improvements.

          (g) The provisions of this Section 15 shall survive the Closing.

     16. DEFAULT

          (a) Notwithstanding anything to the contrary contained in this Agreement, if after Seller materially breaches a representation or warranty of Seller hereunder or defaults under the terms of this Agreement, at Purchaser’s option, Purchaser may elect as its sole remedy (i) to

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terminate this Agreement, whereupon the Earnest Money Note shall be returned to Purchaser and neither party shall have any rights or obligations under this Agreement, except those that expressly survive a termination of this Agreement, and in the event such material breach is also intentional, Seller shall reimburse Purchaser for Purchaser’s actual out-of-pocket costs and expenses incurred in connection the transaction contemplated by this Agreement (including, without limitation, reasonable attorneys’ fees) up to the Cap, or (ii) Purchaser may sue Seller for specific performance of the sale of the Property in accordance with the terms of this Agreement.

          (b) Notwithstanding anything to the contrary contained in this Agreement, if Purchaser defaults under the terms of this Agreement, the Earnest Money Note shall become due and payable to Seller as liquidated damages, which shall be Seller’s sole and exclusive remedy at law or equity against Purchaser, and neither party shall have any rights or obligations under this Agreement except those that expressly survive a termination of this Agreement. Seller and Purchaser acknowledge and agree that (1) the Earnest Money Note is a reasonable estimate of and bears a reasonable relationship to the damages that would be suffered and costs incurred by Seller as a result of having withdrawn the Property from sale and the failure of Closing to occur due to a default of Purchaser under this Agreement; (2) the actual damages suffered and costs incurred by Seller as a result of such withdrawal and failure to close due to a default of Purchaser under this Agreement would be extremely difficult and impractical to determine; (3) Purchaser seeks to limit its liability under this Agreement to the amount of the Earnest Money Note in the event this Agreement is terminated and the transaction contemplated by this Agreement does not close due to a default of Purchaser under this Agreement; and (4) the Earnest Money Note shall be and constitute valid liquidated damages and not a penalty.

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     17. INTENTIONALLY OMITTED

     18. BROKERS

          (a) Purchaser hereby acknowledges that it is liable for, and agrees to pay at Closing, a brokerage commission to FBR Capital Markets & Co. (“FBR”) pursuant to the terms of that certain agreement entered into by FBR and an affiliate of Seller on January 29, 2010, as amended by that certain first amendment to engagement letter dated August 21, 2010. Seller represents and warrants to Purchaser that no other brokerage commissions, finder’s fees or other compensation is due or payable by reason of the actions of Seller with respect to the transaction contemplated hereby. Seller agrees to indemnify and hold Purchaser harmless from and against any losses, damages, costs and expenses (including attorneys’ fees) incurred by Purchaser by reason of any breach or inaccuracy of the representation and warranty contained in this Section 18(a).

          (b) Except as provided above, Purchaser represents and warrants to Seller that Purchaser has not entered into any agreement or incurred any obligation which might result in the obligation to pay any brokerage commission, finder’s fee or other compensation with respect to the transaction contemplated hereby. Purchaser agrees to indemnify and hold Seller harmless from and against any losses, damages, costs and expenses (including attorneys’ fees) incurred by Seller by reason of any breach or inaccuracy of the representation and warranty contained in this Section 18(b).

          (c) The provisions of this Section 18 shall survive the Closing.

     19. MISCELLANEOUS

          (a) Each individual and entity executing this Agreement hereby represents and warrants that he or it has the capacity set forth on the signature pages hereof with full power

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and authority to bind the party on whose behalf he or it is executing this Agreement to the terms hereof.

          (b) This Agreement is the entire Agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements between the parties with respect to the matters contained in this Agreement. Any waiver, modification, consent or acquiescence with respect to any provision of this Agreement shall be set forth in writing and duly executed by or in behalf of the party to be bound thereby. No waiver by any party of any breach hereunder shall be deemed a waiver of any other or subsequent breach.

          (c) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by other parties to this Agreement attached thereto.

          (d) Any communication, notice or demand of any kind whatsoever which either party may be required or may desire to give to or serve upon the other shall be in writing and delivered by personal service (including express or courier service), by overnight courier or by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

Seller:	Mission Brentwood, DST 10467 White Granite Drive, Suite 300 Oakton, Virginia 22124 Attn: Christopher Finlay
Purchaser:	Grubb & Ellis Apartment REIT Holdings, L.P. 1606 Santa Rosa Road, Suite 109 Richmond, Virginia 23229 Attn: Gus R. Remppies

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Any party may change its address for notice by written notice given to the other in the manner provided in this Section. Any such communication, notice or demand shall be deemed to have been duly given or served on the date personally served, if by personal service, or on the date shown on the return receipt or other evidence of delivery, if mailed or sent by overnight delivery.

          (e) The parties agree to execute such other instruments and to do such further acts as may be reasonably necessary to carry out the provisions of this Agreement.

          (f) The making, execution and delivery of this Agreement by the parties hereto has been induced by no representations, statements, warranties or agreements other than those expressly set forth herein.

          (g) Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law, but, if any provision of this Agreement shall be invalid or prohibited thereunder, such invalidity or prohibition shall be construed as if such invalid or prohibited provision had not been inserted herein and shall not affect the remainder of such provision or the remaining provisions of this Agreement.

          (h) The language in all parts of this Agreement shall be in all cases construed simply according to its fair meaning and not strictly for or against any of the parties hereto. Section headings of this Agreement are solely for convenience of reference and shall not govern the interpretation of any of the provisions of this Agreement.

          (i) This Agreement shall be governed by and construed in accordance with the laws of the State.

          (j) This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and to their respective transferees, successors, and assigns; provided, however, that neither this Agreement nor any of the rights or obligations of Seller hereunder shall be

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transferred or assigned by Seller without the prior written consent of Purchaser except in connection with like-kind exchanges under Section 1031 of the Internal Revenue Code, provided that no such assignment shall relieve Seller of its obligations hereunder. Purchaser shall have the right to assign all of its right, title and interest under this Agreement without the prior written consent of Seller (but with prior written notice to Seller) to a wholly-owned subsidiary of Purchaser, to an entity managed or controlled by Purchaser or to an affiliate of Purchaser, provided that no such assignments shall relieve Purchaser of its obligations hereunder.

          (k) All Exhibits attached hereto are incorporated herein by reference.

          (l) Notwithstanding anything to the contrary contained herein, this Agreement shall not be deemed or construed to make the parties hereto partners or joint venturers, or to render either party liable for any of the debts or obligations of the other, it being the intention of the parties to merely create the relationship of seller and purchaser with respect to the Property to be conveyed as contemplated hereby.

          (m) This Agreement shall not be recorded or filed in the public land or other public records of any jurisdiction by either party and any attempt to do so may be treated by the other party as a breach of this Agreement.

          (n) During the period from the date of execution of this Agreement until the Closing or this Agreement is terminated, Seller agrees not to market the Property for sale, accept any offer for purchase, offer the Property for joint venture, apply for any financing, divulge to any potential purchaser or joint venturer or lender any written material with respect to the Property nor divulge nor communicate in any way to any potential purchaser or joint venturer or lender with respect to the Property, any information with respect to the Property.

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          (o) Unless provided to the contrary in any particular provision, all time periods shall refer to calendar days and shall expire at 5:00 p.m. Eastern Time on the last of such days; provided, however, that if the time for the performance of any obligation expires on a day which is not a “business day” (which term shall mean a Saturday, Sunday and days on which banks in the state where the Property is located are closed), the time for performance shall be extended to the next business day.

          (p) Seller acknowledges that Purchaser is a subsidiary of Grubb & Ellis Apartment REIT, Inc. (“Parent”), a publicly registered company that is required to disclose the existence of this Agreement upon full execution and to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Period”) for the Property. To assist Parent in preparing the SEC Filings, Sellers agree to (a) deliver an audit inquiry letter regarding pending litigation and other matters in the form attached hereto as Exhibit S (the “Audit Inquiry Letter”) to Sellers’ counsel prior to Closing, and (b) provide Parent with the following within thirty (30) days after the Closing: (i) access to bank statements for the Audited Year and Stub Period, (ii) Rent Roll as of the end of the Audited Year and Stub Period, (iii) operating statements for the Audited Year and Stub Period (iv) access to the general ledger for the Audited Year and Stub Period, (v) cash receipts schedule for each month in the Audited Year and Stub Period, (vi) access to invoices for expenses and capital improvements in the Audited Year and Stub Period, (vii) accounts payable ledger and accrued expense reconciliations in the Audited Year and Stub Period, (viii) check register for the three (3) months following the Audited Year and Stub Period, (ix) copies of all insurance documentation for the Audited Year and Stub Period, (x) copies of accounts receivable aging as

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of the end of the Audited Year and Stub Period along with an explanation for all accounts over thirty (30) days past due as of the end of the Audited Year and Stub Period, (xi) an executed assurance or representation letter from Seller to Parent’s auditor on such auditor’s form (provided that in no event shall Seller have any liability to Purchaser, Parent or such auditor for the assurances or representations made therein, but Seller shall reasonably cooperate, at no cost or expense to Seller, in connection with such audit, including, if required by Parent’s auditor, answering a standard SAS 99 questionnaire from such auditor), and (xii) an executed letter from Seller’s counsel in response to the Audit Inquiry Letter on such counsel’s standard form of response to an audit inquiry letter. The provisions of the foregoing two (2) sentences shall survive the Closing for a period of 180 days.

          (q) In the event of a default by either party of its obligations under this Agreement, the prevailing party in any action or proceeding in any court in connection therewith (including any action for specific performance) shall be entitled to recover from such other party its costs and expenses, including reasonable legal fees and associated court costs.

          (r) Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the parties hereto, to any person or entity other than the parties hereto.

          (s) The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof.

     20. REPRESENTATIONS. WARRANTIES AND COVENANTS WITH RESPECT TO THE USA PATRIOT ACT.

          All capitalized words and phrases and all defined terms used in the USA Patriot Act of 2001, 107 Public Law 56 (October 26, 2001) (as amended, the “Patriot Act”) and in other statutes and all orders, rules and regulations of the United States government and its various

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executive departments, agencies and offices related to the subject matter of the Patriot Act, including, but not limited to, Executive Order 13224 effective September 24, 2001, are hereinafter collectively referred to as the “Patriot Rules” and are incorporated into this paragraph.

          (a) Purchaser hereby represents and warrants to Seller that each and every “person” or “entity” affiliated with the respective party or that has an economic interest in the respective party or that has or will have an interest in the transaction contemplated by this Agreement or will participate, in any manner whatsoever, in the purchase of the Property, are:

          (i) not a “blocked” person listed in the Annex to Executive Order Nos. 12947, 13099 and 13224;

          (ii) in full compliance with the requirements of the Patriot Rules and all other requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”);

          (iii) operated under policies, procedures and practices, if any, that are in compliance with the Patriot Rules and available to Seller for Seller’s review and inspection during normal business hours and upon reasonable prior notice;

          (iv) not in receipt of any notice from the Secretary of State or the Attorney General of the United States or any other department, agency or office of the United States claiming a violation or possible violation of the Patriot Rules;

          (v) not listed as a Specially Designated Terrorist or as a blocked person on any lists maintained by the OFAC pursuant to the Patriot Rules or any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and

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regulations of the OFAC issued pursuant to the Patriot Rules or on any other list of terrorists or terrorist organizations maintained pursuant to the Patriot Rules;

          (vi) not a person who has been determined by competent authority to be subject to any of the prohibitions contained in the Patriot Rules; and

          (vii) not owned or controlled by or now acting and or will in the future act for or on behalf of any person or entity named in the Annex or any other list promulgated under the Patriot Rules or any other person who has been determined to be subject to the prohibitions contained in the Patriot Rules.

          (b) Purchaser covenants and agrees that in the event it receives any notice that it or any of its beneficial owners or affiliates or participants become listed on the Annex or any other list promulgated under the Patriot Rules or indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, it shall immediately notify Seller and, in such event, this Agreement shall automatically be deemed terminated, in which event all Earnest Money shall be returned to Purchaser and the parties shall have no further rights or obligations under this Agreement, except for all other rights, liabilities or obligations that survive a termination of this Agreement.

[Remainder of Page Intentionally Blank]

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          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

SELLER:	MISSION BRENTWOOD, DST, a Delaware
	statutory trust
	By:	Mission Trust Services, LLC
	Its:	Signatory Trustee
		By:	/s/ Christopher C. Finlay
		Name:	Christopher C. Finlay
		Title:	Manager
PURCHASER:	GRUBB & ELLIS APARTMENT REIT HOLDINGS, L.P., a Virginia limited partnership
	By:	Grubb & Ellis Apartment REIT, Inc.
	Its:	General Partner
		By:	/s/ Stanley J. Olander, Jr.
		Its:	Stanley J. Olander, Jr.
		Title:	Chief Executive Officer

S-1

EX-10.10

Exhibit 10.10

PURCHASE AND SALE AGREEMENT

by

and

between

MISSION ROCK RIDGE, LP, a Texas limited partnership

“Seller”

and

GRUBB & ELLIS APARTMENT REIT HOLDINGS, L.P.,
a Virginia limited partnership

“Purchaser”

PURCHASE AND SALE AGREEMENT

INDEX

1. IDENTIFICATION OF PARTIES	1
2. DESCRIPTION OF THE PROPERTY	1
3. THE PURCHASE PRICE	3
4. TITLE	4
5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER	6
6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER	11
7. SELLER’S DELIVERIES	12
8. CONDITIONS PRECEDENT TO CLOSING	18
9. ADDITIONAL COVENANTS OF SELLER	20
10. SELLER’S CLOSING DOCUMENTS	24
11. PURCHASER’S CLOSING DOCUMENTS	26
12. PRORATIONS AND ADJUSTMENTS	26
13. CLOSING	29
14. CLOSING COSTS	30
15. LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION	31
16. DEFAULT	33
17. Intentionally Omitted	34
18. BROKERS	34
19. MISCELLANEOUS	35
20. REPRESENTATIONS. WARRANTIES AND COVENANTS WITH RESPECT TO THE USA PATRIOT ACT	40

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EXHIBITS

EXHIBIT A	- Legal Description of the Land
EXHIBIT A-1	- Due Diligence Delivery Documents
EXHIBIT B	- Rent Roll
EXHIBIT C	- List of Personal Property
EXHIBIT D	- List of Intangible Personal Property
EXHIBIT E	- Schedule of Commissions
EXHIBIT F	- Schedule of Contracts
EXHIBIT F-1	- Existing Management Agreement
EXHIBIT G	- Schedule of Litigation and Disclosure Items
EXHIBIT H	- Form of Certification of Non-Foreign Status
EXHIBIT I	- Form of Certificate Regarding Representations and Warranties
EXHIBIT J	- Form of Bill of Sale
EXHIBIT K	- Form of Contract Assignment
EXHIBIT L	- Form of Lease Assignment
EXHIBIT M	- Form of Notice to Tenants
EXHIBIT N	- Form of Audit Inquiry Letter

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PURCHASE AND SALE AGREEMENT

     1. IDENTIFICATION OF PARTIES

          THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of August 27, 2010, between MISSION ROCK RIDGE, LP, a Texas limited partnership (“Seller”) and GRUBB & ELLIS APARTMENT REIT HOLDINGS, L.P., a Virginia limited partnership, or its permitted assigns (“Purchaser”).

R E C I T A L S

     A. Seller owns that certain real property located in the City of Arlington in Tarrant County, Texas (the “State”), consisting of approximately 12.6 acres of land, commonly known as “Mission Rock Ridge Apartments” (formerly known as Rock Ridge Ranch Apartments), and more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the “Land”), together with the improvements located thereon, containing 226 apartment units, and all other improvements located thereon (the “Improvements”).

     B. Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, all of Seller’s right, title and interest in and to the Property (hereinafter defined) for the price and on the terms and conditions hereinafter set forth.

     C. The date Purchaser receives a fully executed original counterpart of this Agreement shall be the “Effective Date.”

     NOW, THEREFORE, in consideration of the foregoing, the covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

     2. DESCRIPTION OF THE PROPERTY

          Seller hereby agrees to sell and convey to Purchaser and Purchaser hereby agrees to purchase from Seller all of Seller’s right, title and interest in and to the following:

          (a) The Land, together with the Improvements;

          (b) All of Seller’s interest as lessor in all leases covering the Land and the Improvements (said leases, together with any and all amendments, modifications or supplements thereto, are hereinafter referred to collectively as the “Leases” and are identified in the Rent Roll (hereinafter defined) attached hereto as Exhibit B);

          (c) All rights, privileges, easements and appurtenances appertaining to the Land and the Improvements including, without limitation, all easements, rights-of-way and other appurtenances used, connected with or inuring to the beneficial use or enjoyment of the Land and the Improvements. The Land, the Improvements and all such rights, privileges, easements and appurtenances (including, without limitation, Seller’s interest as lessor under the Leases) are sometimes hereinafter collectively referred to as the “Real Property;”

          (d) All personal property, equipment, supplies and fixtures (collectively, the “Personal Property”) owned by Seller and used in the operation of the Real Property including, without limitation, all property described in Exhibit C attached hereto; and

          (e) All intangible property used in connection with the foregoing including, without limitation, all trademarks, trade names (including, without limitation, the exclusive right to use the name “Mission Rock Ridge Apartments”), and the contract rights, licenses (to the extent transferable), permits (to the extent transferable) and warranties (to the extent transferable), more particularly described in Exhibit D attached hereto (the “Intangible Personal Property”). The Real Property, the Personal Property and the Intangible Personal Property are sometimes hereinafter collectively referred to as the “Property.”

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     3. THE PURCHASE PRICE

          The purchase price for the Property is Nineteen Million Eight Hundred Fifty Seven and No/100 Dollars ($19,857,000.00) (the “Purchase Price”) and shall be paid to Seller as follows:

          (a) Earnest Money.

          (i) Within three (3) business days after the Effective Date, Purchaser shall deliver to Chicago Title Insurance Company (in such capacity, “Escrowee”), whose address is 5501 LBJ Freeway, Suite 200, Dallas, Texas 75240, Attention: Debbie Moore, the sum of one percent (1%) of the Purchase Price, or One Hundred Ninety-Eight Thousand Five Hundred Seventy and No/100 Dollars ($198,570.00) in the form of a check payable to Escrowee, or a federal funds wire transfer to an account designated by Escrowee, which together with any additional earnest money and any interest earned thereon is referred to in this Agreement as the “Earnest Money”. If Purchaser so directs the Escrowee, Escrowee shall invest the Earnest Money in an interest bearing savings account or short term U.S. Treasury Bills or similar cash equivalent securities. Any and all interest earned on the Earnest Money shall be reported to Purchaser’s federal tax identification number, and the interest earned on such funds shall be paid or credited to the party entitled to receive the Earnest Money as provided for in this agreement. The Earnest Money shall be held by Escrowee pursuant to a joint order escrow agreement between Seller and Purchaser on Escrowee’s customary form and otherwise reasonably acceptable to Seller and Purchaser. The Earnest Money shall be non-refundable except in the event of failure to close this transaction by reason of a default by Seller or if Purchaser is expressly otherwise entitled to the return of the Earnest Money pursuant to the terms of this Agreement.

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          (ii) If the transaction contemplated by this Agreement closes in accordance with the terms and conditions of this Agreement, at Closing (as hereinafter defined), the Earnest Money shall be delivered by the Escrowee to Seller as payment toward the Purchase Price.

          (b) Cash at Closing. At Closing, Purchaser shall pay to Seller the Purchase Price less the Earnest Money and plus or minus the adjustments and prorations required by this Agreement; such sum shall be paid by wire transfer of immediately available funds to an account designated by Escrowee and shall be made so as to be disbursed by Escrowee to Seller by 5:00 p.m. Central time on the date of the Closing.

     4. TITLE

          (a) Within three (3) business days after the Effective Date, Purchaser shall order, at Purchaser’s expense, from Escrowee (in such capacity “Title Insurer”) a title commitment on the Real Property (the “Commitment”), together with legible copies of all documents relating to the title exceptions referred to in the Commitment.

          (b) Within three (3) business days after the Effective Date, Purchaser shall order, at Purchaser’s own expense, an updated survey of the Real Property sufficient to enable Title Insurer to issue an ALTA owner’s policy of title insurance (the “Survey”), showing lot lines and monuments, building lines, easements both burdening and benefiting the Real Property, utilities, including water and sewer lines to the point of connection with the public system, the Improvements (including parking spaces), encroachments, if any, on the Real Property or over adjoining properties, and other matters located on or affecting the Real Property, together with a certificate as to whether the Real Property lies within a flood zone as determined by the U.S. Department of Housing and Urban Development. The Survey shall be certified as true and correct by the surveyor for the benefit of Purchaser, the Purchaser’s lender and Title Insurer.

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          (c) If the Commitment or Survey discloses exceptions to title objectionable to Purchaser, in its sole discretion, as to the Property (except for exceptions relating to Seller’s existing financing which Seller shall cause to be removed at Closing), Purchaser shall deliver a copy of the Title Commitment and the Survey to Seller and shall so notify Seller within ten (10) business days following Purchaser’s receipt of the latest to be received of the Commitment and the Survey (the “Title Objection Date”), and Seller shall have ten (10) business days from the date of such notice to have each such unpermitted exceptions to title removed, or to have the Title Insurer commit to insure over such unpermitted exception, or to correct each such other matter. If within such ten (10) business day period, Seller fails to have each such unpermitted exception removed, insured over or corrected as aforesaid, Purchaser may elect within three (3) business days after such ten (10) business day period, as its sole and exclusive remedy in such event, to either (i) terminate this Agreement and immediately receive from Escrowee the Earnest Money whereupon this Agreement shall be null and void and of no further force or effect (except for any obligations which expressly survive a termination of this Agreement), or (ii) elect to accept title to such Property subject to such objectionable exception (with a right to deduct from the Purchase Price any liens or encumbrances of a definite or ascertainable amount up to an aggregate of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) whereupon such exception(s) which had been objected to shall be deemed approved and shall constitute Permitted Encumbrances. If Purchaser fails to make either such election, Purchaser shall be deemed to have elected option (ii). Any matters disclosed by the Commitment or the Survey and not objected to by Purchaser on or before the Title Objection Date (other than those relating to Seller’s existing financing) shall be deemed approved by Purchaser and shall constitute Permitted Encumbrances. If requested by Purchaser, Seller shall deliver to the Title Company an

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affidavit required by the Title Company for an amendment to the rights of parties in possession exception to “rights of apartment tenants in possession, as apartment tenants only, pursuant to written but unrecorded rental or lease agreements”.

     5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER

          Seller hereby represents, warrants and covenants to Purchaser that the following matters are true and correct as of the execution of this Agreement and will also be true and correct as of the Closing, and all references to “Seller’s actual knowledge” shall mean the actual knowledge of Christopher C. Finlay or Jeff Goldshine:

          (a) Seller is a limited partnership duly formed and validly existing under the laws of the State of Texas. This Agreement has been, and all the documents executed by Seller which are to be delivered to Purchaser at the Closing will be, duly authorized, executed and delivered by Seller and will be legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the right of contracting parties generally), will be sufficient to convey title (if they purport to do so) and will not violate any provisions of any material agreement to which Seller is a party or to which the Property or Seller is subject or bound. Subject to the satisfaction of Section 8(a)(i) below, no consent, waiver or approval by any third party is required in connection with the execution and delivery by Seller of this Agreement or the performance by Seller of the obligations to be performed by Seller under this Agreement.

          (b) Except as set forth on Exhibit I attached hereto, Seller has not received from any governmental authority written notice, and Seller has no actual knowledge (without any duty of inquiry or investigation) of any violation of any zoning, building, fire or health code or any other statute, ordinance, rule or regulation applicable to the Property, or any part thereof, that

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will not have been corrected prior to Closing nor, to Seller’s actual knowledge, has it received any written notice from any governmental authority regarding any change to the zoning classification or any proceedings to widen or realign any streets or highways adjacent to the Property or of any condemnation proceedings.

          (c) To Seller’s actual knowledge, (i) the operating statements, income and expense reports and all other contracts or documents required to be delivered to Purchaser pursuant to this Agreement are true, correct and complete copies; and (ii) all contracts or documents required to be delivered to Purchaser pursuant to this Agreement are in full force and effect, without material default by any party and without any right of set-off except as disclosed in writing at the time of such delivery.

          (d) There is no master lease of the Property to any affiliate of Seller, or if such master lease exists, Seller shall cause such master lease to be terminated at Closing without Purchaser paying any termination fee. The Rent Roll attached hereto as Exhibit B is true, correct and complete in all material respects as of the date set forth on the Rent Roll. As of the Closing, the Rent Roll delivered at the Closing will be true, correct and complete. The copies of the Leases delivered to Purchaser are true, correct and complete copies and, to Seller’s actual knowledge, are in full force and effect, without default by any party and without any right of setoff, except as expressly provided by the terms of such Leases or as disclosed on the Rent Roll attached hereto. The copies of the Leases and other agreements with the tenants under the Leases (the “Tenants”) delivered to Purchaser pursuant to this Agreement constitute the entire agreements with such Tenants relating to the Real Property, have not been materially amended, modified or supplemented, except for such amendments, modifications and supplements

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delivered to Purchaser, and there are no other leases or tenancy agreements affecting the Real Property.

          (e) Exhibit F attached hereto is a true and complete schedule of all of the Contracts (as hereinafter defined in Section 7), true, complete and correct copies of which have been delivered to Purchaser for Purchaser’s approval within ten (10) business days hereof. Exhibit F-1 attached hereto is a true and correct copy of the management agreement currently in effect with respect to the Property. To Seller’s actual knowledge, the Contracts are in full force and effect, without material default by any party and without any claims made for the right of setoff, except as expressly provided by the terms of such Contracts or as disclosed to Purchaser in writing at the time of such delivery. The Contracts constitute the entire agreements with such vendors relating to the Property, have not been materially amended, modified or supplemented, except for such amendments, modifications and supplements as have been delivered to Purchaser, and there are no other agreements with any third parties (excluding, however, the Leases and Permitted Encumbrances) affecting the Property which will survive the Closing.

          (f) At the Closing, there will be no outstanding contracts made by Seller for the construction or repair of any improvements to the Improvements which have not been fully paid for, and Seller shall cause to be discharged all mechanics’ or materialmen’s liens arising from any labor or materials furnished to the Improvements prior to the Closing.

          (g) Except as set forth in Exhibit G attached hereto, there are no pending or, to Seller’s actual knowledge (without any duty of inquiry or investigation), threatened legal proceedings or actions of any kind or character affecting the Property or Seller’s interest therein, including, without limitation, condemnation proceedings.

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          (h) Seller has not received any actual written notice, and Seller has no actual knowledge (without any duty of inquiry or investigation) of any civil, criminal or administrative suit, claim, hearing, violation, investigation, proceeding or demand pending or threatened against Seller or the Property relating in any way to a Release or compliance with Environmental Laws. For purposes of this Agreement, the phrase “Environmental Laws” shall mean any federal, state or local law, statute, ordinance, order, decree, rule or regulation and any common laws regarding health, safety, radioactive materials, or the environment, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq. (“CERCLA”); the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq. (“RCRA”); the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq. (“TSCA”), the Occupational, Safety and Health Act, 29 U.S.C. § 651, et seq. (“OSHA”), the Clean Air Act, 42 U.S.C. § 7401, et seq. (“CAA”), the Federal Water Pollution Control Act, 33 U.S.C. § 1251, et seq. (“FWPCA”), the Safe Drinking Water Act, 42 U.S.C. § 3001, et seq. (“SDWA”), the Hazardous Materials Transportation Act, 49 U.S.C. § 1802, et seq. (“HMTA”) and the Emergency Planning and Community Right to Know Act, 42 U.S.C. § 11001, et seq. (“EPCRA”), the Endangered Species Act of 1973, 16 U.S.C. § 1531 et seq. (“ESA”), the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq. (“FIFRA”) and other comparable federal, state or local laws, each as amended, and all rules, regulations and guidance documents promulgated pursuant thereto or published thereunder. The phrase “Hazardous Materials” shall mean each and every element, compound, chemical mixture, contaminant, pollutant, material, waste or other substance which is defined, determined or identified as hazardous or toxic under Environmental Laws or the Release of which is regulated under Environmental Laws. The term “Release” shall mean the discharge, disposal, deposit, injection,

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dumping, spilling, leaking, leaching, placing, presence, pumping, pouring, emitting, emptying, escaping, or other release of any Hazardous Material. For purposes of the representations and warranties set forth in this Section 5(h), “Hazardous Materials” shall not include consumer products, office supplies, pool chemicals and cleaning and maintenance supplies stored and used in the ordinary course of operation of the Property and in compliance with applicable Environmental Laws.

          (i) Seller is not a foreign limited partnership, person or other entity within the meaning of Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), and Seller will furnish to Purchaser, prior to the Closing, an affidavit in the form attached hereto as Exhibit H.

          (j) Seller represents and warrants to Purchaser that, as of the Closing, each of the warranties and representations set forth in this Section 5 shall be true, complete and correct in all material respects except for changes in the operation of the Property occurring prior to Closing which are specifically permitted by this Agreement, and that all management contracts pertaining to the Property shall be terminated (at no cost to Purchaser) at Closing unless otherwise directed in writing by Purchaser. In the event that, prior to Closing, Purchaser discovers a material breach of a representation or warranty contained in this Agreement and made by Seller, Purchaser may, as its sole and exclusive remedy, either (i) terminate this Agreement and receive a refund of the Earnest Money, and in the event such material breach is also intentional, a reimbursement of Purchaser’s actual out-of-pocket costs and expenses incurred in connection the transaction contemplated by this Agreement (including, without limitation, reasonable attorneys’ fees) up to a maximum of One Hundred Ninety-Eight Thousand

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Five Hundred Seventy and No/100 Dollars ($198,570.00) (the “Cap”), or (ii) waive such breach and proceed to Closing with no reduction in the Purchase Price.

     6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER

          (a) Purchaser is a limited partnership duly formed and validly existing under the laws of the Commonwealth of Virginia. Purchaser hereby represents and warrants to Seller that this Agreement has been, and all the documents to be delivered by Purchaser to Seller at the Closing will be, duly authorized, executed and delivered by Purchaser, are, and in the case of the documents to be delivered will be, legal and binding obligations of Purchaser, are, and in the case of the documents to be delivered will be, enforceable in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally), and do not, and will not at the Closing, violate any provisions of any material agreement to which Purchaser is a party.

          (b) Purchaser is sophisticated and experienced in the acquisition, ownership and operation of multi-family housing projects similar to the Property, and has full knowledge of all applicable federal, state and local laws, rules, regulations and ordinances in connection therewith.

          (c) No pending or, to the knowledge of Purchaser, threatened litigation exists which if determined adversely would restrain the consummation of the transactions contemplated by this Agreement or would declare illegal, invalid or non-binding any of Purchaser’s obligations or covenants to Seller hereunder.

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     7. SELLER’S DELIVERIES

          (a) Seller has delivered or made available on a secure data base (if not previously delivered or made available in the data base, will deliver to Purchaser no later than five (5) days following the execution hereof by all parties), the following documents and the documents listed on Exhibit A-1 (the “Due Diligence Documents”), to the extent in Seller’s possession or reasonable control:

          (i) A current rent roll pertaining to the Real Property (the “Rent Roll”) setting forth in respect of each Tenant unit: the name of the Tenant occupying such unit, the security deposit or other deposit paid by the Tenant, the term of the Lease for such unit, the commencement date for the term of the Lease for such space, the annual rent for each unit and the expiration date of the term of such Lease.

          (ii) A statement of insurance coverage and premiums by policy type and copies of insurance policies for the fire, extended coverage and public liability insurance maintained by or for the benefit of Seller (the “Existing Insurance Policies”), provided that Seller need not deliver such Policies to the extent coverage is provided by Seller’s blanket policies.

          (iii) A copy of all income and expense statements, year end financial and monthly operating statements for the Property (the “Operating Statements”) for the three (3) most recent full calendar years prior to the Closing and, to the extent available, the current year, and copies of operating budgets for the current fiscal year.

          (iv) A copy of “as built” plans and specifications of the Improvements (together with any other plans and specifications relating to the Real Property in the possession or control of Seller).

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          (v) Copies of any inspection, soils, engineering, environmental or architectural notices, plans, diagrams, studies or reports in the possession or control of Seller which relate to the physical condition or operation of the Real Property or the Personal Property or recommended improvements thereto.

          (vi) A copy of the bill or bills issued for the most recent year for which bills have been issued for all real estate taxes (including assessed value) and personal property taxes, and a copy of any and all notices in the possession or control of Seller pertaining to real estate taxes or assessments applicable to the Real Property or the Personal Property (the “Tax Bills”).

          (vii) A copy of all outstanding management, leasing, maintenance, repair, service, pest control and supply contracts (including, without limitation, janitorial, scavenger and landscaping agreements), equipment rental agreements, all contracts for repair or capital replacement to be performed at the Real Property, all contracts in Seller’s possession or control for repair or capital replacement covering work performed at the Real Property during the three (3) years immediately preceding the date hereof if the contract price was in excess of $10,000, and any other contracts relating to or affecting the Property (other than Leases) which will be binding upon the Property or Purchaser subsequent to the Closing, all as amended (collectively, the “Contracts”).

          (viii) A copy of all Leases and any other agreements which are in effect thereto with the Tenants of the Real Property, all as amended, together with any financial statements of such Tenants (to the extent such disclosure or financial statements are not restricted by any applicable confidential agreement and to the extent such financial statements are in the possession or control of Seller).

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          (ix) Copies of all certificate(s) of occupancy, licenses, permits, authorizations and approvals in the possession or control of Seller which were obtained by Seller with respect to the Property, or any portion thereof, occupancy thereof or any present use thereof, including, without limitation, such permits as are necessary for the present operation of the Property with full use of all Improvements located thereon (the “Governmental Approvals”).

          (x) A copy of all guarantees and warranties relating to the Property in the possession or control of Seller.

          (xi) Copies of pending insurance claims or litigation documents relating to the Property.

          (xii) Any other documents and information in the possession or control of Seller reasonably requested by Purchaser and used or useful in connection with Seller’s ownership or operation of the Property.

          (b) Purchaser and its agents or representatives shall have no right to enter upon the Property except with Seller’s prior approval, which shall not be unreasonably withheld. Any such entry shall be upon not less than forty-eight (48) hours’ prior notice (except as otherwise set forth herein), shall be during normal business hours and shall be for the sole purpose of examining or inspecting the Property, including for the purpose of allowing any proposed lender of Purchaser to examine or inspect the Property, and such rights shall include the right to conduct a Phase I Environmental Site Assessment (a “Phase I”); provided that (i) no such entry upon the Property shall interfere with the operations of Seller’s business on the Property or the rights of tenants, and (ii) Purchaser maintains (and upon Seller’s request shall furnish to Seller a certificate of insurance evidencing the same) insurance insuring Seller against

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loss by reasons of matters set forth in the following sentence. Purchaser hereby agrees to pay, protect, defend, indemnify and save Seller harmless against all liabilities, obligations, claims (including mechanic’s lien claims), damages, penalties, causes of action, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) imposed upon, incurred by or asserted against Seller involving either bodily injury or property damage in connection with or arising out of the entry by Purchaser or its agents or representatives upon the Property, either prior to or after execution and delivery of this Agreement and caused by Purchaser’s employees, agents or independent contractors and the actions of such persons on the Property. In the event any portion of the Property is or has been damaged or excavated by Purchaser, its employees, agents or independent contractors, Purchaser agrees to return the Property to its condition immediately prior to such damage or excavation. Any inspection of units shall be made during ordinary business hours upon forty-eight (48) hours’ prior written notice to Seller, subject to rights under the Leases. Notwithstanding anything contained in this Agreement to the contrary, Purchaser shall have no right to conduct a Phase II Environmental Site Assessment (a “Phase II”) unless (i) the results of Purchaser’s or its lender’s Phase I recommends such Phase II, and (ii) Seller consents to such Phase II, which consent shall not be unreasonably withheld. In the event that Seller fails to grant its consent to such Phase II, or in the event that Purchaser’s lender is not satisfied with the results of such lender’s inspections, examinations and investigations of the Property within the Lender Approval Period (as defined in Section 8(a)(v) below), then Purchaser may, as its sole remedy, terminate this Agreement, whereupon the Earnest Money shall be returned to Purchaser, and neither party shall have any rights or obligations under this Agreement except those that expressly survive a termination of this Agreement.

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          (c) Notwithstanding any provision to the contrary herein, including, without limitation, any provision stating that this Agreement shall become null and void following a return or application of the Earnest Money or any portion thereof, Purchaser’s obligations under this Section 7 shall survive the expiration or termination of this Agreement, and shall survive Closing.

          (d) Purchaser hereby acknowledges and agrees that it has no rights of inspection or examination of the Property except as set forth herein, provided, however, that in no event shall any discoveries or findings made during such inspections or examinations entitle Purchaser to terminate this Agreement except as expressly set forth herein, it being the intent of the parties hereto that, except as expressly set forth herein, Purchaser has no due diligence period under this Agreement.

          (e) Purchaser shall give Seller written notice of those Contracts Purchaser desires Seller to terminate not less than forty-five (45) days prior to Closing, and Seller shall arrange to terminate those Contracts designated by Purchaser as of the Closing.

          (f) PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5 OR OTHERWISE IN THIS AGREEMENT, SELLER IS SELLING AND PURCHASER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT PURCHASER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical condition of the Property, including, but not limited to, the structural elements, foundation, roof, appurtenances, access,

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landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing, sewage and utility systems, facilities and appliances, (ii) the quality, nature, adequacy and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property, (vi) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence of Hazardous Materials on, under or about the Property or the adjoining or neighboring property, (viii) the quality of any labor and materials used in any improvements on the Real Property, (ix) the condition of title to the Property, (x) the Leases or Contracts and (xi) the economics of the operation of the Property.

          (g) Without limiting the above, except with respect to a breach by Seller of any of the representations and warranties contained in Section 5 hereof or Seller’s obligations hereunder, or Seller’s fraud, Purchaser on behalf of itself and its successors and assigns waives its right to recover from, and forever releases and discharges, Seller, Seller’s affiliates, Seller’s investment manager, the partners, trustees, shareholders, directors, officers, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns, from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the physical condition

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of the Property or any law or regulation applicable thereto, including, without limitation, the Environmental Laws.

          (h) The provisions of this Section 7 shall survive the Closing.

     8. CONDITIONS PRECEDENT TO CLOSING

          (a) The following shall be conditions precedent to Purchaser’s obligation to consummate the purchase and sale transaction contemplated herein (“Purchaser’s Conditions Precedent”):

          (i) Seller shall have obtained the consent of all limited partners and investors in Seller (collectively, “Investor Consent”) to the Seller’s execution and delivery of this Agreement and to the consummation of the sale of the Property to Purchaser in accordance with the terms of this Agreement. If Seller does not receive all such approvals and provide Purchaser with documentation of such approvals in a form acceptable to Purchaser in its sole and unfettered discretion on or before the date which is seven (7) days after the Effective Date, then Purchaser shall have the right to terminate this Agreement by delivering written notice of termination to Seller, whereupon all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Agreement which specifically survive such termination and the Earnest Money shall be returned to Purchaser).

          (ii) Title shall have been approved by Purchaser under Section 4 with Title Insurer standing ready to issue an owner’s policy of title insurance (and a mortgagee’s title insurance policy in the form required by the new lender) in the form customarily delivered in the State insuring Purchaser’s interest in the Real Property, dated the day of the Closing, with liability in the amount of the Purchase Price, subject only to the Permitted Encumbrances, together with such endorsements as Purchaser

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reasonably may require and as are available in the State in which the Real Property is located (the “Title Policy”).

          (iii) Seller shall have executed and delivered to Purchaser a certificate (the “Certificate”) in the form attached hereto as Exhibit I updating the representations and warranties of Seller through Closing, which Certificate Seller covenants to deliver unless material new matters or knowledge of a material defect arises, in which case Seller shall deliver a Certificate stating such matter. Purchaser may then (i) waive such matter and consummate the transaction contemplated hereby or (ii) terminate this Agreement, in which case neither party shall have any further obligations or liabilities hereunder and any documents shall be returned to the party depositing the same and the Earnest Money shall be returned to Purchaser.

          (iv) There shall be no Hazardous Materials at the Property that were not shown in the Phase I or Phase II (if applicable).

          (v) Purchaser shall have obtained a commitment from its lender that Purchaser is willing to accept, in its reasonable discretion, in order to fund all or any portion of the Purchase Price within thirty (30) days following the Effective Date (the “Lender Approval Period”). Purchaser agrees to utilize commercially reasonable and good faith efforts to obtain such commitment within the foregoing period.

          In the event that any Purchaser’s Conditions Precedent is not satisfied, Purchaser shall give written notice thereof to the Seller, and unless Purchaser waives such Purchaser’s Conditions Precedent, this Agreement shall terminate and both Seller and Purchaser shall thereafter be relieved from any and all liability under this Agreement except for the

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indemnification and hold harmless provisions contained in Section 7, and the Earnest Money shall be returned to Purchaser.

          (b) The following shall be conditions precedent to Seller’s obligations to consummate the purchase and sale transaction contemplated herein (“Seller’s Conditions Precedent”).

          (i) Seller shall have obtained Investor Consent to this Agreement and the transaction contemplated hereby.

          (ii) Purchaser shall have duly performed in all material respects each and every covenant and agreement to be performed by Purchaser pursuant to this Agreement and Purchaser’s representations, warranties and covenants shall be true and correct in all material respects as of the Closing Date.

          In the event that any Seller’s Conditions Precedent are not satisfied, Seller shall give written notice thereof to the Purchaser, and unless Seller waives such Seller’s Conditions Precedent, this Agreement shall terminate and both Purchaser and Seller shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Section 7, and in the event of the failure of Seller’s Condition Precedent set forth in (i) above, the Earnest Money shall be returned to Purchaser.

     9. ADDITIONAL COVENANTS OF SELLER

          Seller hereby covenants with Purchaser, as follows:

          (a) Seller shall not enter into any Contract with respect to the Property which will survive the Closing or will otherwise affect the use, operation or enjoyment of the Property after the Closing, unless Seller first shall have obtained Purchaser’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. If Purchaser has not notified Seller

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within five (5) business days of receipt of a request for approval of its decision, Purchaser shall be deemed to have approved the matter.

          (b) The Existing Insurance Policies, or equivalent coverage, shall remain continuously in force through the day of the Closing.

          (c) At all times prior to the Closing, Seller shall (i) operate and manage the Property in substantially the same manner it presently operates and manages the Property (provided, however, that Seller shall not be required to make any capital repairs to the Property or any component thereof), (ii) maintain all material present services, (iii) maintain the Property in good repair and working order, reasonable wear and tear excepted, and (iv) perform when due all of Seller’s material obligations under the Leases, the instruments securing any mortgage lien on the Property, Contracts, Governmental Approvals and other agreements relating to the Property and otherwise in accordance with applicable laws, ordinances, rules and regulations affecting the Property. Prior to and as of the Closing, Seller shall cause all vacant units to be made rent-ready and available for occupancy based on standards and methods used by Seller prior to execution of this Agreement and shall cause all appliances in all vacant units to be clean and in working order (the “Appliance Standards”). Purchaser shall receive a credit of One Thousand and No/100 Dollars ($1,000.00) for each unit that became vacant on a date that is five (5) or more days prior to Closing and that is not rent-ready (as reasonably determined by Purchaser based on standards customary in the industry) and available for occupancy as of the day of Closing, provided that such $1,000.00 shall not include any costs to cause the appliances to meet the Appliance Standards. After full execution of this Agreement and until the Closing, Seller shall maintain all existing personnel on the Property in their current employment positions at their current rates of compensation. In the event of the Closing of the purchase of the

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Property, Purchaser shall not retain the existing employees and management agents of Seller for the Property, and, accordingly, on the Closing, Seller shall (i) cause all employment and management agreements respecting the Property to be terminated, and deliver evidence of such termination to Purchaser, and (iii) remove all employees and management personnel from the Property. Except for the obligation of Seller to use its reasonable efforts to fully enforce the material obligations of Tenants under the Leases, nothing contained in this Section 9(c) shall be deemed or construed as imposing any obligations of such Tenants onto Seller. Seller shall terminate, as of the day of the Closing, those of the Contracts designated in writing by Purchaser (no less than forty-five (45) days prior to Closing) which may by their terms be so terminated. None of the Personal Property shall be removed from the Real Property, unless replaced by Personal Property of equal or greater utility and value unless such Personal Property has no value or use at the Property.

          (d) Seller shall pay or contest the same (with notice to Purchaser of any such contests) in full, prior to the Closing, all bills and invoices for labor, goods, utility charges, material and services of any kind relating to the Property.

          (e) Seller agrees to pay any brokerage or leasing fee or similar commission or other compensation with respect to the Leases, if any (“Leasing Commissions”), which is or will become due and payable prior to the Closing, except for lease renewals, or exercises of expansion options, entered into after the date of this Agreement which shall be Purchaser’s obligation if the Closing occurs. The amount of such fees or commissions due on an absolute basis prior to Closing will be credited against the Purchase Price payable by Purchaser at the Closing; provided, however, that all such fees or commissions or other compensation due or payable after the Closing on an absolute or contingent basis (including fees or commissions or

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other compensation with respect to renewals, but only to the extent disclosed on Exhibit E) shall become obligations of Purchaser after the Closing.

          (f) After the date hereof and prior to the Closing, (i) Seller shall not enter into any new leases with respect to the Property without Purchaser’s prior written consent unless such new leases are on Seller’s standard form residential lease, the rent and landlord concessions and incentives are consistent with Seller’s current practices, and the leases are otherwise entered into in the ordinary course of Seller’s business of leasing and operating the Property, (ii) except for leases described above, no part of the Property, or any interest therein, shall be alienated, liened, encumbered or otherwise transferred, and (iii) Seller shall make all payments of principal and interest required under any mortgages encumbering the Property due prior to the Closing.

          (g) Seller shall promptly notify Purchaser of any change in any condition with respect to the Real Property or of any event or circumstance which makes any representation or warranty of Seller to Purchaser under this Agreement materially untrue or misleading, or any covenant of Seller under this Agreement incapable or less likely of being performed.

          (h) Seller shall deliver to Purchaser on a monthly basis until Closing updated operating statements and Rent Rolls.

          (i) Seller shall not apply any tenant’s security deposit unless the tenant is out of its premises as of Closing.

          (j) Seller shall give Purchaser prompt notice of any fire or other casualty affecting the Property.

          (k) Seller shall give Purchaser prompt notice of any violation issued in writing and received by Seller by any governmental authorities with respect to the Property.

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     10. SELLER’S CLOSING DOCUMENTS

          At the Closing, Seller shall deliver to Purchaser the following, in form and substance reasonably acceptable to Purchaser:

          (a) A special warranty deed executed by Seller (the “Deed”), in the form attached hereto as Exhibit R and otherwise satisfactory to Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances.

          (b) A Bill of Sale, executed by Seller (the “Bill of Sale”) in the form attached hereto as Exhibit J, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances, together with the original certificates of title thereto, if any.

          (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit K, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable).

          (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit L executed by Seller, to Purchaser, together with an

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agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing.

          (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals.

          (f) Any keys in the possession of Seller to all locks located in the Property.

          (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit M attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction.

          (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto.

          (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct.

          (j) An affidavit from Seller in the form attached hereto as Exhibit H certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

          (k) The Certificate.

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          (l) A standard termite bond if Purchaser’s inspections reveal active infestation by wood destroying insects.

          (m) Any other documents, instruments or agreements called for hereunder which have not previously been delivered and are reasonably necessary or required by Title Insurer to issue the Title Policy.

     11. PURCHASER’S CLOSING DOCUMENTS

          At the Closing, Purchaser shall deliver to Seller:

          (a) An executed counterpart of the Contract Assignment.

          (b) An executed counterpart of the Lease Assignment.

          (c) The Purchase Price, net of prorations and the Earnest Money, by wire transfer.

          (d) Reasonable proof of the authority of Purchaser’s signatories.

          (e) Any other documents, instruments or agreements reasonably necessary to close the transaction as contemplated by this Agreement.

     12. PRORATIONS AND ADJUSTMENTS

          The following shall be prorated and adjusted between Seller and Purchaser as of the day of the Closing, except as otherwise specified:

          (a) Collected Rents and other charges, other than for Tenants who owe Delinquent Rents (as hereinafter defined), shall be prorated by credit to Purchaser. Prepaid rents and other charges shall be credited to Purchaser. The rent and all other sums which are due and payable to Seller by any tenant but uncollected as of the Closing shall not be adjusted, but Purchaser shall cause the rent and other sums for the period prior to Closing to be remitted to Seller if, as, and when collected (but Purchaser shall not be required to take legal action for such amounts accruing prior to the Closing). At Closing, Seller shall deliver to Purchaser a schedule

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of all rent, charges and other amounts payable by tenants after the Closing with respect to which Seller is entitled to receive a share under this Agreement, and any amount due and owing to Seller before the Closing by tenants under the Leases which are unpaid on the date of Closing (such amounts are collectively referred to herein as the “Delinquent Amounts”). Rental and other payments received by Purchaser from tenants shall first be applied toward Purchaser’s actual out-of-pocket costs (including reasonable attorneys’ fees) of collection, and then toward the payment of current rent and other charges owed to Purchaser for periods after the Closing, and any excess monies received shall be applied toward the payment of Delinquent Amounts; provided, however, that any rent received by Purchaser from tenants who owe Delinquent Amounts during the month in which the Closing occurs shall first be applied to the payment of such tenants’ Delinquent Amounts, if any, with respect to the month in which the Closing occurs, and not toward the payment of rent and other charges for previous or subsequent months. Purchaser may not waive any Delinquent Amounts or modify a Lease so as to reduce amounts or charges owed under Leases for any period in which Seller is entitled to receive a share of charges or amounts, without first obtaining the written consent of Seller. If a Delinquent Amount due Seller is not paid by a tenant within the later of (x) sixty (60) days after Closing or (y) sixty (60) days after billing therefor, Seller shall have the right to attempt to effect collection by litigation or otherwise so long as Seller does not take any action which would affect such tenant’s right to occupy its leased premises or terminate its lease. With respect to Delinquent Amounts owed by tenants that are no longer tenants of the Property as of the date of Closing, Seller shall retain all rights relating thereto.

          (b) The amount of all security and other Tenant deposits and interest due thereon, if any, shall be credited to Purchaser. Purchaser shall assume at Closing the obligation,

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if any, to pay security and other deposits to tenants under the Leases, to the extent that such deposits are credited to Purchaser at Closing.

          (c) Accrued general real estate, personal property and ad valorem taxes and assessments for the current tax year shall be prorated on the basis of bills, if available prior to the Closing.

          (d) Fuel, water and sewer service charges, and charges for gas, electricity, telephone and all other utility and fuel charges, as well as all deposits to utility companies, governmental entities or any other person shall be prorated ratably on the basis of the last ascertainable bills (and reprorated upon receipt of the actual bills or invoices) to the extent not paid directly by tenants under their respective Leases unless final meter readings and final invoices can be obtained. To the extent practicable, Seller shall cause meters for utilities to be read not more than one (1) day prior to the date of Closing.

          (e) Amounts due, commissions, up-front revenues and incentives, and prepayments under the Contracts to be assigned to Purchaser. All amounts for services rendered or materials furnished under the Contracts assumed by Purchaser and accruing after the Closing Date shall be the responsibility of Purchaser.

          (f) Assignable license and permit fees paid on an annual or other periodic basis.

          (g) Such other items that are customarily prorated in transactions of this nature (including, without limitation, any utilities paid by Seller under the Leases) shall be prorated.

          Purchaser shall be deemed to be the owner of the Property and, therefore, entitled to the income from the Property and responsible for the expenses of the Property for the entire

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day upon which the Closing occurs. All such prorations shall be made on the basis of the actual number of days of the month which shall have elapsed as of the day of the Closing. To the extent information necessary to make such prorations is not available at the Closing, the amount of such prorations shall be subject to adjustment in cash after the Closing as and when complete and accurate information becomes available. All prorations shall otherwise be final. Seller and Purchaser agree to cooperate and use their best efforts to make such adjustments no later than sixty (60) days after the Closing, subject to mutual agreement to extend such sixty (60) day period. Except as set forth in this Section 12, all items of income and expense for the period prior to the Closing Date will be for the account of Seller, and all items of income and expense for the period on and after the Closing Date will be for the account of Purchaser, all as determined by the accrual method of accounting. Bills received after the Closing Date which relate to expenses incurred, services performed or other amounts allocable to the period prior to the Closing Date shall be paid by Seller.

          (h) Amounts on deposit with utility companies shall be credited to Seller at Closing, and promptly following the Closing, Purchaser shall inform such utilities of such change in ownership of the Property. Seller shall, from and after the Closing, at Seller’s sole cost and expense, have control over any ongoing tax appeals as to the Property that were commenced prior to the Closing and that pertain solely to the periods that Seller owned the Property. Seller shall, as applicable, retain all proceeds or reductions obtained from such appeals or pay all additional taxes or delinquencies imposed for such periods. Seller shall keep Purchaser informed as to any such appeals.

     13. CLOSING

          The “Closing” of the transaction contemplated by this Agreement (that is, the payment of the Cash Balance, as applicable, the transfer of title to the Property, and the

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satisfaction of all other terms and conditions of this Agreement shall occur in escrow by each party delivering their respective documents and funds to the Escrowee with closing instructions consistent with this Agreement, or if deemed to be necessary, at 10:00 a.m. local time at the offices of the Escrowee (or at such other location as agreed upon by the parties) on the date that is sixty (60) days after the Effective Date, or such earlier date to which Seller and Purchaser shall mutually agree. Purchaser shall have the right to extend the Closing for one (1) thirty (30) day period provided that not less than five (5) business days prior to the Closing Date, Purchaser submits a written notice to Seller for such thirty (30) day extension, and simultaneously with such submittal to Seller, delivers to Escrowee the sum of one-half percent (.50%) of the Purchase Price, or Ninety-Nine Thousand Two Hundred Eighty-Five and No/100 Dollars ($99,285.00), which shall be held and disbursed by Escrowee in accordance with the terms of this Agreement. The “Closing Date” shall be the date of Closing.

     14. CLOSING COSTS

          Purchaser shall pay the cost of the Title Policy and its lender’s title policy, the Survey, all transfer and recordation taxes and fees, all of the Title Insurer’s closing fees (including those for a “New York Style” closing) and recording fees. Seller shall be responsible for all accrued taxes of Seller prior to Closing and income taxes and other such taxes of Seller attributable to the sale of the Property to Purchaser. Seller shall also be solely responsible for all costs associated with paying-off the existing loan secured by the Property, including, without limitation, paying all principal, interest, late fees, prepayment premiums, yield maintenance premiums, review fees and release fees, if any. Each party shall bear the expense of its own counsel. In addition, all costs of Purchaser’s due diligence activities incurred prior to the Effective Date, including any engineering, environmental reports and lease and expense audits,

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as well as the cost of any examinations or inspections pursuant to Section 7 above, shall be paid by Purchaser.

     15. LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION

          (a) In the event that prior to the Closing, the Improvements, or any part thereof, are destroyed or materially damaged (as defined in Section 15(e)), Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such damage or destruction, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Earnest Money shall be returned to Purchaser, or (ii) to accept the Improvements in their then condition and to proceed with the Closing with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such proceeds without Purchaser’s prior written consent.

          (b) In the event that prior to the Closing there is any non-material damage to the Improvements, or any part thereof, Seller shall repair or replace such damage prior to the Closing. Notwithstanding the preceding sentence, in the event Seller is unwilling or unable to repair or replace such damage, Seller shall notify Purchaser of such fact (“Seller’s Notice”) and Purchaser thereafter shall have the right, exercisable by giving Seller notice within fifteen (15) business days after receiving Seller’s Notice either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and

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the Earnest Money shall be returned to Purchaser, or (ii) to accept the Improvements in their then condition with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to insurance proceeds payable by reason of such non-material damage. For purposes of contemplating any repairs or replacements under this Section 15(b), the Closing may be extended for a reasonable time to allow such repairs or replacements to be made by Seller.

          (c) In the event that prior to the Closing, all or any material portion (as defined in Section 15(e)) of the Land and Improvements are subject to a taking by public authority, Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such taking, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Earnest Money shall be returned to Purchaser, or (ii) to accept the Land and Improvements in their then condition, without a reduction in the Purchase Price, and to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent.

          (d) In the event that prior to the Closing, any non-material portion of the Land or Improvements is subject to a taking, Purchaser shall accept the Property in its then condition and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to any award in connection with such taking. In the event of any such non-

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material taking, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent.

          (e) For the purpose of this Section 15, damage to the Improvements or a taking of a portion thereof shall be deemed to involve a material portion thereof if the reasonably estimated cost of restoration or repair of such damage or the amount of the condemnation award with respect of such taking shall exceed One Hundred Thousand and No/100 Dollars ($100,000.00), or if the number of parking spaces is reduced or if the entrances and entrance signs are relocated.

          (f) Seller agrees to give Purchaser prompt notice of any taking, damage or destruction of the Land or Improvements.

          (g) The provisions of this Section 15 shall survive the Closing.

     16. DEFAULT

          (a) Notwithstanding anything to the contrary contained in this Agreement, if after Seller materially breaches a representation or warranty of Seller hereunder or defaults under the terms of this Agreement, at Purchaser’s option, Purchaser may elect as its sole remedy (i) to terminate this Agreement, whereupon the Earnest Money shall be returned to Purchaser and neither party shall have any rights or obligations under this Agreement, except those that expressly survive a termination of this Agreement, and in the event such material breach is also intentional, Seller shall reimburse Purchaser for Purchaser’s actual out-of-pocket costs and expenses incurred in connection the transaction contemplated by this Agreement (including, without limitation, reasonable attorneys’ fees) up to the Cap, or (ii) Purchaser may sue Seller for specific performance of the sale of the Property in accordance with the terms of this Agreement.

          (b) Notwithstanding anything to the contrary contained in this Agreement, if Purchaser defaults under the terms of this Agreement, the Earnest Money shall be forfeited to

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Seller as liquidated damages, which shall be Seller’s sole and exclusive remedy at law or equity against Purchaser, and neither party shall have any rights or obligations under this Agreement except those that expressly survive a termination of this Agreement. Seller and Purchaser acknowledge and agree that (1) the Earnest Money is a reasonable estimate of and bears a reasonable relationship to the damages that would be suffered and costs incurred by Seller as a result of having withdrawn the Property from sale and the failure of Closing to occur due to a default of Purchaser under this Agreement; (2) the actual damages suffered and costs incurred by Seller as a result of such withdrawal and failure to close due to a default of Purchaser under this Agreement would be extremely difficult and impractical to determine; (3) Purchaser seeks to limit its liability under this Agreement to the amount of the Earnest Money in the event this Agreement is terminated and the transaction contemplated by this Agreement does not close due to a default of Purchaser under this Agreement; and (4) the Earnest Money shall be and constitute valid liquidated damages and not a penalty.

     17. INTENTIONALLY OMITTED

     18. BROKERS

          (a) Purchaser hereby acknowledges that it is liable for, and agrees to pay at Closing, a brokerage commission to FBR Capital Markets & Co. (“FBR”) pursuant to the terms of that certain agreement entered into by FBR and an affiliate of Seller on January 29, 2010. Seller represents and warrants to Purchaser that no other brokerage commissions, finder’s fees or other compensation is due or payable by reason of the actions of Seller with respect to the transaction contemplated hereby. Seller agrees to indemnify and hold Purchaser harmless from and against any losses, damages, costs and expenses (including attorneys’ fees) incurred by Purchaser by reason of any breach or inaccuracy of the representation and warranty contained in this Section 18(a).

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          (b) Except as provided above, Purchaser represents and warrants to Seller that Purchaser has not entered into any agreement or incurred any obligation which might result in the obligation to pay any brokerage commission, finder’s fee or other compensation with respect to the transaction contemplated hereby. Purchaser agrees to indemnify and hold Seller harmless from and against any losses, damages, costs and expenses (including attorneys’ fees) incurred by Seller by reason of any breach or inaccuracy of the representation and warranty contained in this Section 18(b).

          (c) The provisions of this Section 18 shall survive the Closing.

     19. MISCELLANEOUS

          (a) Each individual and entity executing this Agreement hereby represents and warrants that he or it has the capacity set forth on the signature pages hereof with full power and authority to bind the party on whose behalf he or it is executing this Agreement to the terms hereof.

          (b) This Agreement is the entire Agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements between the parties with respect to the matters contained in this Agreement. Any waiver, modification, consent or acquiescence with respect to any provision of this Agreement shall be set forth in writing and duly executed by or in behalf of the party to be bound thereby. No waiver by any party of any breach hereunder shall be deemed a waiver of any other or subsequent breach.

          (c) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to

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any other counterpart identical thereto except having additional signature pages executed by other parties to this Agreement attached thereto.

          (d) Any communication, notice or demand of any kind whatsoever which either party may be required or may desire to give to or serve upon the other shall be in writing and delivered by personal service (including express or courier service), by overnight courier or by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

Seller:	Mission Rock Ridge, LP
	10467 White Granite Drive, Suite 300
	Oakton, Virginia 22124
	Attn: Christopher Finlay
Purchaser:	Grubb & Ellis Apartment REIT Holdings, L.P.
	1606 Santa Rosa Road, Suite 109
	Richmond, Virginia 23229
	Attn: Gus R. Remppies

Any party may change its address for notice by written notice given to the other in the manner provided in this Section. Any such communication, notice or demand shall be deemed to have been duly given or served on the date personally served, if by personal service, or on the date shown on the return receipt or other evidence of delivery, if mailed or sent by overnight delivery.

          (e) The parties agree to execute such other instruments and to do such further acts as may be reasonably necessary to carry out the provisions of this Agreement.

          (f) The making, execution and delivery of this Agreement by the parties hereto has been induced by no representations, statements, warranties or agreements other than those expressly set forth herein.

          (g) Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law, but, if any provision of this Agreement shall be invalid or prohibited thereunder, such invalidity or prohibition shall be construed as if

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such invalid or prohibited provision had not been inserted herein and shall not affect the remainder of such provision or the remaining provisions of this Agreement.

          (h) The language in all parts of this Agreement shall be in all cases construed simply according to its fair meaning and not strictly for or against any of the parties hereto. Section headings of this Agreement are solely for convenience of reference and shall not govern the interpretation of any of the provisions of this Agreement.

          (i) This Agreement shall be governed by and construed in accordance with the laws of the State.

          (j) This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and to their respective transferees, successors, and assigns; provided, however, that neither this Agreement nor any of the rights or obligations of Seller hereunder shall be transferred or assigned by Seller without the prior written consent of Purchaser except in connection with like-kind exchanges under Section 1031 of the Internal Revenue Code, provided that no such assignment shall relieve Seller of its obligations hereunder. Purchaser shall have the right to assign all of its right, title and interest under this Agreement without the prior written consent of Seller (but with prior written notice to Seller) to a wholly-owned subsidiary of Purchaser, to an entity managed or controlled by Purchaser or to an affiliate of Purchaser, provided that no such assignments shall relieve Purchaser of its obligations hereunder.

          (k) All Exhibits attached hereto are incorporated herein by reference.

          (l) Notwithstanding anything to the contrary contained herein, this Agreement shall not be deemed or construed to make the parties hereto partners or joint venturers, or to render either party liable for any of the debts or obligations of the other, it being

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the intention of the parties to merely create the relationship of seller and purchaser with respect to the Property to be conveyed as contemplated hereby.

          (m) This Agreement shall not be recorded or filed in the public land or other public records of any jurisdiction by either party and any attempt to do so may be treated by the other party as a breach of this Agreement.

          (n) During the period from the date of execution of this Agreement until the Closing or this Agreement is terminated, Seller agrees not to market the Property for sale, accept any offer for purchase, offer the Property for joint venture, apply for any financing, divulge to any potential purchaser or joint venturer or lender any written material with respect to the Property nor divulge nor communicate in any way to any potential purchaser or joint venturer or lender with respect to the Property, any information with respect to the Property.

          (o) Unless provided to the contrary in any particular provision, all time periods shall refer to calendar days and shall expire at 5:00 p.m. Eastern Time on the last of such days; provided, however, that if the time for the performance of any obligation expires on a day which is not a “business day” (which term shall mean a Saturday, Sunday and days on which banks in the state where the Property is located are closed), the time for performance shall be extended to the next business day. Time is of the essence in connection with this Agreement.

          (p) Seller acknowledges that Purchaser is a subsidiary of Grubb & Ellis Apartment REIT, Inc. (“Parent”), a publicly registered company that is required to disclose the existence of this Agreement upon full execution and to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Period”) for the Property. To assist Parent in preparing the SEC Filings, Sellers agree to

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(a) deliver an audit inquiry letter regarding pending litigation and other matters in the form attached hereto as Exhibit N (the “Audit Inquiry Letter”) to Sellers’ counsel prior to Closing, and (b) provide Parent with the following within sixty (60) days after the Closing: (i) access to bank statements for the Audited Year and Stub Period, (ii) Rent Roll as of the end of the Audited Year and Stub Period, (iii) operating statements for the Audited Year and Stub Period (iv) access to the general ledger for the Audited Year and Stub Period, (v) cash receipts schedule for each month in the Audited Year and Stub Period, (vi) access to invoices for expenses and capital improvements in the Audited Year and Stub Period, (vii) accounts payable ledger and accrued expense reconciliations in the Audited Year and Stub Period, (viii) check register for the three (3) months following the Audited Year and Stub Period, (ix) copies of all insurance documentation for the Audited Year and Stub Period, (x) copies of accounts receivable aging as of the end of the Audited Year and Stub Period along with an explanation for all accounts over thirty (30) days past due as of the end of the Audited Year and Stub Period, (xi) an executed assurance or representation letter from Seller to Parent’s auditor in a form acceptable to Seller (provided that in no event shall Seller have any liability to Purchaser, Parent or such auditor for the assurances or representations made therein, but Seller shall reasonably cooperate, at no cost or expense to Seller, in connection with such audit, including, if required by Parent’s auditor, answering a standard SAS 99 questionnaire from such auditor), and (xii) an executed letter from Seller’s counsel in response to the Audit Inquiry Letter. The provisions of the foregoing two (2) sentences shall survive the Closing for a period of sixty (60) days.

          (q) In the event of a default by either party of its obligations under this Agreement, the prevailing party in any action or proceeding in any court in connection therewith

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(including any action for specific performance) shall be entitled to recover from such other party its costs and expenses, including reasonable legal fees and associated court costs.

          (r) Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the parties hereto, to any person or entity other than the parties hereto.

          (s) The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof.

     20. REPRESENTATIONS. WARRANTIES AND COVENANTS WITH RESPECT TO THE USA PATRIOT ACT.

     All capitalized words and phrases and all defined terms used in the USA Patriot Act of 2001, 107 Public Law 56 (October 26, 2001) (as amended, the “Patriot Act”) and in other statutes and all orders, rules and regulations of the United States government and its various executive departments, agencies and offices related to the subject matter of the Patriot Act, including, but not limited to, Executive Order 13224 effective September 24, 2001, are hereinafter collectively referred to as the “Patriot Rules” and are incorporated into this paragraph.

          (a) Purchaser hereby represents and warrants to Seller that each and every “person” or “entity” affiliated with the respective party or that has an economic interest in the respective party or that has or will have an interest in the transaction contemplated by this Agreement or will participate, in any manner whatsoever, in the purchase of the Property, are:

     (i) not a “blocked” person listed in the Annex to Executive Order Nos. 12947, 13099 and 13224;

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     (ii) in full compliance with the requirements of the Patriot Rules and all other requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”);

     (iii) operated under policies, procedures and practices, if any, that are in compliance with the Patriot Rules and available to Seller for Seller’s review and inspection during normal business hours and upon reasonable prior notice;

     (iv) not in receipt of any notice from the Secretary of State or the Attorney General of the United States or any other department, agency or office of the United States claiming a violation or possible violation of the Patriot Rules;

     (v) not listed as a Specially Designated Terrorist or as a blocked person on any lists maintained by the OFAC pursuant to the Patriot Rules or any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of the OFAC issued pursuant to the Patriot Rules or on any other list of terrorists or terrorist organizations maintained pursuant to the Patriot Rules;

     (vi) not a person who has been determined by competent authority to be subject to any of the prohibitions contained in the Patriot Rules; and

     (vii) not owned or controlled by or now acting and or will in the future act for or on behalf of any person or entity named in the Annex or any other list promulgated under the Patriot Rules or any other person who has been determined to be subject to the prohibitions contained in the Patriot Rules.

     (b) Purchaser covenants and agrees that in the event it receives any notice that it or any of its beneficial owners or affiliates or participants become listed on the Annex or any other list promulgated under the Patriot Rules or indicted, arraigned, or custodially detained on

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charges involving money laundering or predicate crimes to money laundering, it shall immediately notify Seller and, in such event, this Agreement shall automatically be deemed terminated, in which event all Earnest Money shall be returned to Purchaser and the parties shall have no further rights or obligations under this Agreement, except for all other rights, liabilities or obligations that survive a termination of this Agreement.

[Remainder of Page Intentionally Blank]

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          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

SELLER:	MISSION ROCK RIDGE, L.P., a
	Texas limited partnership
	By:	Mission Rock Ridge GP, Inc.
	Its:	General Partner
		By:	/s/ Christopher C. Finlay
		Name:	Christopher C. Finlay
		Title:	Manager
		Federal Tax ID Number:
PURCHASER:	GRUBB & ELLIS APARTMENT REIT
	HOLDINGS, L.P., a Virginia limited partnership
	By:	Grubb & Ellis Apartment REIT, Inc.
	Its:	General Partner
		By:	/s/ Stanley J. Olander, Jr.
		Its:	Stanley J. Olander, Jr.
		Title:	Chief Executive Officer
		Federal Tax ID Number:

S-1