Item A: Beam Development Purchase and Sale Agreement Terms

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B’P-LE;CL. 5.5 Under separate negotiations, UYERS REEASING FFORTS ITY EASE Beam and City shall have either entered into or agreed upon the material terms of a lease. Exhibit F The material terms of the City Lease shall be set forth in . B’ADDD 5.6 UYERS PPROVAL OR ISAPPROVAL OF THE UE ILIGENCE I;DEM. Prior to expiration of the Due NVESTIGATION ELIVERY OF ARNEST ONEY Diligence Investigation Period, Buyer shall have the right to approve the results of Buyer’s due diligence investigation by delivering the Earnest Money to the Escrow Agent or to Seller not later than the expiration of the Due Diligence Investigation Period. In such event, the Earnest Money shall thereafter be nonrefundable except upon a material default by Seller. In the event Buyer disapproves any aspect of its due diligence investigation or fails to deliver the Earnest Money as set forth in this Section 5.6, Buyer shall be deemed to have disapproved the matters that were subject to review under this Section 5. Upon Buyer’s disapproval, this Agreement shall terminate and be of no further effect. If this Agreement is terminated pursuant to this section, each party shall pay one-half of all title and escrow fees and neither party shall have any further rights against the other. 6. S’CC . Seller’s obligation to sell the Property is ELLERS ONDITIONS TO LOSING contingent on satisfaction of each of the following conditions prior to Closing: B’O-GP-LE. 6.1 In accordance with the separate UYERS NOING REEASING FFORTS agreement between the City and Beam, Beam shall, in good faith and using its best efforts, market and obtain commercial leases and lease commitments for all available space in the Centre Court Building, the Newly Constructed Building and the Washburne Building. For purposes of this Agreement, “available space” shall mean all of the commercial space in each of the buildings, including the space in the Newly Constructed Building that is the subject of the City Lease. Prior to the Effective Date of this Agreement and supplemented, from time to time, Beam shall produce and provide Seller with logs and other records that demonstrate Beam’s leasing efforts, including but not limited to the companies and individuals contacted, the amount of space discussed, lease rates, term of proposed lease, status of responses and copies of all signed leases and lease commitments. All leasing efforts by Beam shall be offered at commercially reasonable levels. Any lease incentives, reduced rental rates and the like agreed upon with other tenants must also be provided to City and the City Lease shall be amended to incorporate such incentives into its lease terms. The City and Beam entered into the City Lease or other separate written arrangements when one of Beam’s prospective anchor tenants withdrew from negotiations so that Beam could secure construction financing from Senior Lender and move forward with the acquisition and redevelopment of the Property. In the event Beam, in using its best efforts to obtain other tenants, is able to fulfill Senior Lender’s pre-leasing requirements prior to Closing or before Project Completion, Beam shall allow City, at no cost to the City and pursuant to the City Lease, to opt out of or reduce the lease rate and/or square footage of the premises described in the City Lease. Exhibit F Such changes to the City Lease, if any, shall be reflected in amendments to ; Page 11 - PURCHASE AND SALE AGREEMENT – DRAFT #3 (20 May 2008)