Item A: Beam Development Purchase and Sale Agreement Terms

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(vi) pre-leasing logs and, if applicable, amendments to the City Lease. PT;P. 4.2.3 Seller is exempt from real property ROPERTY AXES RORATIONS taxes and assessments. There shall be no pro-ration of real property taxes and assessments on the date of Closing, and Buyer shall be responsible for any real property taxes and assessments against the Property as of and after the Closing Date. Seller shall be responsible for paying utilities and operating expenses relating to the Property through the Closing Date. Buyer shall be responsible for all such costs and expenses after the Closing Date. P. 4.2.4 Escrow Agent shall close escrow as follows: ROCEDURE (i) obtain the release of the Property from any liens described in the Title Report except the Permitted Exceptions; (ii)obtain fully executed Loan Documents in connection with the Acquisition Loan, including all documents and instruments required by the Loan Documents; (iii) record the Deed; (iv)record the Acquisition Loan Trust Deed; (v) retain for recording, as instructed, the fully executed Quit Claim Deed and the Escrow Instructions for Quit Claim Deed; (vi) complete the prorations; (vii) issue and deliver the Title Policy to Buyer; and (viii) forward to Buyer and Seller, in duplicate, a separate accounting of all funds received and disbursed for each party and copies of all executed and recorded or filed documents deposited into Escrow, with such recording and filing date endorsed thereon. IEI. 4.2.5 This Agreement and the NCORPORATION OF SCROW NSTRUCTIONS Escrow Instructions for the Quit Claim Deed shall serve as escrow instructions, and an executed copy of this Agreement shall be deposited by Seller with Escrow Agent following its execution. The parties may execute additional escrow instructions provided that such additional escrow instructions shall not change or contradict the terms of this Agreement or the Escrow Instructions for the Quit Claim Deed and provided, further, that such additional escrow instructions meet with the approval of both of the parties. 5. B’DDI . During the Due Diligence Investigation UYERS UE ILIGENCE NVESTIGATION Period, Buyer shall have the right to inspect the Property, review title and the Acquisition Loan Page 9 - PURCHASE AND SALE AGREEMENT – DRAFT #3 (20 May 2008)