Real Estate Business Assets

REAL ESTATE BUSINESS ASSETS PURCHASE AGREEMENT

Parties and Transaction Recitals

This Real Estate Business Assets Purchase Agreement (the Agreement) is made and entered into as of (Effective Date), by and between:

Individual    Corporation    Limited Liability Company    Partnership    Other:

Individual    Corporation    Limited Liability Company    Partnership    Other:

Property Identification

The assets and business operations being acquired relate to real property commonly known as:

Assets Included and Excluded

The Seller agrees to sell, transfer and assign to Buyer, and Buyer agrees to purchase, all tangible and intangible assets of Seller used in the operation of the real estate business at the Property, subject to the exclusions set forth below.

Furniture, Fixtures & Equipment (FF&E)    Assignable Leases and Tenant Security Deposits    Service Contracts and Warranties
Licenses and Permits    Accounts Receivable    Goodwill, Trade Names and Customer Lists
Software and Intellectual Property    Other:

Purchase Price and Payment Terms

The total purchase price for the Assets shall be (Purchase Price), payable as follows:

Financing contingency period: days from Effective Date. Inspection contingency period: days from Effective Date.

Title, Conveyance and Closing Deliverables

At Closing, Seller shall deliver and Buyer shall accept the instruments listed below, all in form and substance reasonably satisfactory to Buyer:

Representations and Warranties

Seller represents and warrants to Buyer that, as of the Effective Date and as of Closing: (a) Seller has good and marketable title to the Assets, free and clear of all liens and encumbrances except those disclosed in writing; (b) Seller has full corporate or other power and authority to execute and deliver this Agreement and perform its obligations; (c) there are no material pending litigation, claims or administrative actions adversely affecting the Assets or the operation of the business except as disclosed; (d) all material taxes relating to the Assets have been timely paid or adequately reserved for; and (e) all leases, contracts and licenses material to the operation of the business are set forth on the Included Asset Schedule or have been disclosed in writing, and are to Seller's knowledge assignable or subject to consent as disclosed.

Buyer represents and warrants to Seller that Buyer has the requisite organization, authority and financial capacity to consummate the transactions contemplated by this Agreement, and that Buyer will comply with applicable law in taking ownership and operation of the Assets.

Environmental and Compliance Matters

To Seller's knowledge, there are no hazardous substances or environmental conditions on, under or migrating from the Property that would reasonably be expected to result in a material environmental liability, except as specified below. Buyer shall have the right to conduct environmental inspections during the inspection period.

Taxes, Prorations and Adjustments

Real property taxes, rents, utilities and other recurring charges shall be prorated as of the Closing Date. Seller shall be responsible for any taxes imposed on Seller as a result of the sale, unless otherwise agreed in writing, and Buyer shall withhold and remit any amounts required by applicable law.

Employees and Contracts

Seller shall disclose all employees associated with the Assets and specify any obligations to continued employment. Seller shall provide copies of material contracts and disclosure of any required consents for assignment. Buyer and Seller agree that any employees retained by Buyer shall not be deemed to have acquired any additional rights beyond those set forth in such employment arrangements.

Indemnification; Survival

Each party shall indemnify, defend and hold harmless the other party from and against any and all losses, liabilities, claims, damages and expenses arising out of or relating to any breach of such party's representations, warranties or covenants. The representations, warranties and indemnification obligations of the parties shall survive the Closing for a period of months, except that claims for fraud or willful misconduct shall survive indefinitely.

Default and Remedies

If Buyer defaults, Seller may retain the Earnest Money as liquidated damages in addition to any other remedies at law or in equity. If Seller defaults, Buyer may seek specific performance or monetary damages. The parties acknowledge that damages may be difficult to calculate and that specific performance is an appropriate remedy for breach of this Agreement with respect to unique assets.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of . This Agreement, together with schedules and exhibits expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings.

Notices

All notices and communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing.

Attachments and Schedules

The following documents, if attached and initialed by the parties, are incorporated into this Agreement: Asset Schedule, List of Contracts, Leases and Tenant Estoppels, Environmental Reports, Title Exceptions and Permits.

Miscellaneous Provisions

This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Headings are for convenience only and do not affect interpretation.

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