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Exhibit 10.4

EXECUTION VERSION

AGREEMENTOFPURCHASEANDSALE

DallasMidtown,Dallas,Texas

KEYTERMSSUMMARY

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AGREEMENTOFPURCHASEANDSALE

THIS AGREEMENT OF PURCHASE AND SALE(“Agreement”) is enteredintoasof the Effective Date by Buyer and Seller. The parties agree as follows:

1.

Key Terms Summary; Enumeration of Exhibits; Consent. References in the body of thisAgreementtoaportionofthe KeyTerms Summary (e.g.,thedefinedtermsintheleft-handcolumn of theKeyTermsSummary)aredeemedandconstruedtoincorporateallthetermsprovidedundereachsuch referencedportionoftheKeyTermsSummary(asapplicable).ReferencesintheKeyTermsSummarytoa portion of the bodyofthisAgreement (e.g., Section references intheright-handcolumn ofthe KeyTerms Summary) are deemed and construed to incorporate all the terms provided under each such referenced portion of the body of the Agreement (as applicable). Notwithstanding the foregoing, if there is any inconsistency between the Key Terms Summary and another portion of thisAgreement, the terms of the Key Terms Summary control. The Exhibits enumerated in the Key Terms Summary and attached to this Agreement are incorporated in this Agreement by reference and are to be construed as a part of this Agreement.

2.

AgreementofSaleandPurchase.SubjecttothetermsofthisAgreement,Sellershallsell to Buyer, and Buyer shall purchase from Seller, the Property, which shall include the Land and all of the following (collectively, the “Property”):

2.1.

all buildings, structures, fixtures (to the extent of Seller’s interest therein) and improvements on the Land, including, without limitation, as applicable, Seller’s interest in streets, utility lines, drainage and stormwater infrastructure, other infrastructure, monuments and landscaping or other improvements (collectively, the “Improvements”) (the Land and the Improvements are collectively referred to herein as the “Real Property”);

2.2.

Seller’sright,titleandinterestinandto,allrightsandappurtenancespertainingto the Land, including, without limitation, as applicable, all (i) minerals, oil, gas, and other hydrocarbon substances thereon; (ii) adjacent strips, streets, roads, alleys and rights-of-way, public or private, open or proposed;(iii)developmentrights,covenants,easements,privileges,andhereditaments,whetheror notof record, and (iv) access, air, water, riparian, development, utility, and solar rights;

2.3.

all tangible personal property upon the Land owned by Seller and used in connection with the operation of such Land and/or the Improvements, which may include, without limitation, as applicable, equipment, appliances, tools, machinery, supplies, building materials and other similar personal property which are located on the Real Property and used in the day-to-day operation or maintenance of the Real Property (collectively, the “Personal Property”);

2.4.

to the extent assignable (with any applicable assignment costs being Buyer’s responsibility),allofSeller’sright,titleandinterestinandtoallintangiblepersonalpropertyrelatedtothe Real Property, including, without limitation, as applicable: trade names and trademarks; all marketing or promotional materials related to the Real Property; any site plans, plans and specifications and other architectural,engineering,andlandscapingdrawingsand/orplans;anysurveys,soilsreports,environmental reports or inspections, substrata studies, traffic studies and any other plans or studies of any kind; any warranties, guarantees, licenses, permits and bonds that Seller received in connection with the ownership of the Real Property;andany permits, approvals, licenses,consents, restrictions and certificates issued by a governmental or quasi-governmental authority (including any pending applications) (collectively, the “Intangible Property”) Notwithstanding the foregoing, (a) Intangible Property shall not include (i) any trade names, trademarks, or other intellectual property containing the name Seritage or any derivatives thereof,(ii)anyIntangiblePropertythatisprivilegedorconfidentialor(iii)anyplansorspecificationsthat

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contain designs that constitute the proprietary intellectual property of the developer and/or the ultimatetenant or occupant of the applicable improvements.

2.5.

all of Seller’s right, title and interest in and to the Service Contracts to the extent assumedbyBuyerinaccordancewithSection11.2,whichfortheavoidanceofdoubtshallincludeService ContractsenteredintobySelleraftertheEffectiveDateinaccordancewiththeprovisionsofthisAgreement (to the extent the same are permitted under the terms of thisAgreement to survive the Closing Date);

2.6.

all of Seller’s right, title and interest in and to those certain leases, licenses and occupancy agreements described on Schedule 10.12(the “Lease Schedule”), together with all leases, licenses and occupancy agreements entered into by Seller after the Effective Date in accordance with the provisions of thisAgreement (to the extent the same are permitted under the terms of thisAgreement to survive the Closing Date) (collectively, the “Leases”); and

2.7.

allofSeller’sright,titleandinterestinandtoallotherrights,privileges,and appurtenances that relate in any way to the above-described properties.

3.

Consideration.

3.1.

IndependentConsideration.Contemporaneouslywiththeexecutionanddelivery ofthisAgreement,BuyerhasdeliveredtoSeller,andSelleracknowledgesreceiptof,OneHundredDollars ($100.00) (the “Independent Consideration”), which amount the parties bargained for and agreed to as consideration for Buyer’s right to inspect and purchase the Property pursuant to this Agreement and for Seller’s execution, delivery and performance of this Agreement. The Independent Consideration is in addition to and independent of any other consideration or payment provided in this Agreement, is nonrefundable andfullyearned and will be retained bySeller notwithstandingany other provisionhereof.

4.

PurchasePrice.SubjecttosatisfactionorwaiverofallconditionstoClosinginaccordance withtheapplicabletermsandprovisionsofthisAgreement,thePurchasePricefortheProperty(asadjusted by the terms of this Agreement and subject to the prorations set forth in Article 5of this Agreement) is payablebyBuyertoSeller(viaFundingAgent)atClosingbywiretransferofimmediatelyavailablefederal funds and, upon consummation of the Closing, Funding Agent shall disburse to Seller such amount in accordance with the escrow instructions delivered by Seller to FundingAgent. Seller shall have the right, together with Related Seller, to issue a joint instruction to FundingAgent to modify the allocation of the PurchasePriceunderthisAgreementandthe“PurchasePrice”(asdefinedintheRelatedAgreement)under the Related Agreement. Seller acknowledges and agrees that Seller, together with Related Seller, shall provide to Buyer the reallocation of the Purchase Price under this Agreement and the “Purchase Price” undertheRelatedAgreementonorpriortothedatethatisthirty(30)daysfollowingthedateonwhichthe Survey is finalized and approved by Buyer. Following the date on which the reallocation is agreed upon between Seller and Related Seller, Seller and Related Seller shall prepare draft amendments to this AgreementandtheRelatedAgreementtomemorializethereallocatedPurchasePriceanddeliverthesame toBuyerforBuyer’sreviewandapproval(nottobeunreasonablywithheld).Oncetheformsofamendments areagreedupon,BuyerandSellershallexecutetheapprovedamendmenttothisAgreementsimultaneously withtheexecutionoftheamendmenttotheRelatedAgreementmemorializingtheupdatedallocationofthe Purchase Price under this Agreement and the “Purchase Price” (as defined in the Related Agreement) (collectively, the “Approved Amendments”). Once executed by Seller and Buyer, Funding Agent and EscrowAgent shall acknowledge the Approved Amendments by their signatures thereto.

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5.

ClosingCosts;Pro-RationsatClosing.

5.1.

Recording Fees and Other Fees. Seller shall pay (i) the cost of any title examinationfeeschargedbyTitleCompanytotheextentrelatedtoorderingtheCommitmentand/orissuing the Title Policy (as defined below), (ii) the cost of the base premium for the Title Policy in the amount of thePurchasePrice(butnotpremiumsforanyendorsements oranytitleinsurancerequirementsofBuyer’s lender,if applicable),(iii)the cost toprepare andobtainall otherdocuments necessaryto perform Seller’s agreements and obligations under this Agreement, and (iv) the cost of preparing and recording all documentsnecessarytocorrectorremovedefectsinorencumbrancesuponSeller’stitletotheProperty(to the extent Seller is obligated under thisAgreement to do so or has committed in writing to remove such defectsorencumbrances).Buyershallpay(a)thecostofrecordingtheDeed,(b)thecostofanypremiums forendorsementstotheTitle Policy andanytitleinsurancerequirements of Buyer’slender(if applicable),

(c)thecostofapplyingforandpursuingtheEntitlements,(d)thecostoftheSurvey(asdefinedbelow),(e) thecostincurredbyBuyer toconduct itsinspections,tests,studiesandthelike(includingtheTests),and

(f) the cost to prepare and obtain all other documents necessary to perform Buyer’s agreements and obligations under this Agreement. Each party shall pay its own attorneys’ fees and fifty percent of any escrow fees charged by Escrow Agent or Funding Agent. Any other costs and expenses which are not specificallyallocatedbetweenSellerandBuyerinthisSection5.1orelsewhereinthisAgreementshallbe allocated between Seller and Buyer according to local custom in connection with the sale of commercial real property in Dallas, Texas (as reasonably agreed by the parties).

5.2.

Prorations.ExceptasotherwiseindicatedbythisAgreement,FundingAgentshall proratebetweentheparties(andthepartiesshalldepositfundsthereforwithFundingAgentorshallinstruct FundingAgenttodebitagainstsumsheldbyFundingAgentowingtosuchparty),asof11:59p.m.theday immediately priortotheClosingDate(suchpriordate,the “AdjustmentDate”),allincomeandexpenses with respect to the Property that are payable to or by the owner of the Property, including all matters set forthinthisSection5.2,sothattheincomeandexpenseitemswithrespecttotheperioduptoandincluding theAdjustment DateshallbetheresponsibilityofSellerandtheincomeandexpenseitemswithrespect to theperiodaftertheAdjustmentDateshallbetheresponsibilityofBuyer.SellerandBuyershallprorateany items of costs or expenses not specified in this Article 5in the manner that such items are customarily apportioned between sellers and buyers in connectionwiththe sale of commercial real property in Dallas, Texas.

5.3.

Utilities. All charges, taxes and fees for utility services (including without limitation,asapplicable:water,sewer,gasandelectricity),shallbeproratedonanaccrualbasis.Sellershall endeavortoobtainutilitymeterreadingstoadatenotmorethanfive (5)daysbeforetheClosingDateand the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rentsandgasandelectricitychargeswhicharebasedonsuchreadingsshallbeproratedbasedupontheper diem charges obtained by using the most recent period for which such readings shall then be available. Uponthetakingofsubsequentactualreadings,theapportionmentofsuchchargesshallberecalculatedand Seller or Buyer, as the case may be, promptly shall make any applicable payment to the other based upon suchrecalculations.IntheeventSellerhaspreviouslymadeanyutilitydepositsforservicesattheProperty, then Seller shall elect (with notice of such election provided to Buyer on or before five (5) days prior to Closing, failing which Seller shall be deemed to have elected option (ii) below), whether (i) to receive a creditforsuchamountsatClosing(totheextent thedeposit isactuallytransferredtoandforthebenefitof Buyer, as confirmed in writing by the subject deposit holder and provided to Buyer on or before Closing) or (ii) to request a reimbursement of the deposit from the applicable utility provider.

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5.4.

Taxes.Ad valorem taxes (“Taxes”) assessed against the Property for the current applicablecalendarorfiscalyearinwhichClosingoccurswillbeproratedonacalendaryearorfiscalyear basis, as applicable, as of the Adjustment Date, and will be based on the actual Taxes for the applicable current calendar or fiscal year. If the actual Taxes for the current calendar or fiscal year are unavailable, then such pro-ration will be based on one hundred percent (100%) the actual Taxes for the prior calendar or fiscal year, and Seller and Buyer shall recalculate such pro-ration within sixty (60) days following date on which the actualTaxes for the calendar or fiscal year in which the Closing occurs are determined (as a point of clarity, Seller is not in any way responsible for any incremental increase in Taxes to the extent resultingfromanyimprovementsconstructedbyoronbehalfofBuyeratthePropertyfollowingtheClosing Date).SellershallpromptlyprovideBuyerwithallrelevantdocumentationrelatingtotheTaxes(including anytaxbills)whetherreceivedbySellerbeforeorafterClosing.Notwithstandinganythingtothecontrary, forany tenant that,pursuant to itsLease (if any),makes paymentstofundTaxes (whether annually,semi-annuallyorotherwiseonlessthanamonthlybasis),theportionofTaxesthatsuchtenantisobligatedtopay through such rent payments shall be excluded from the Tax proration between Seller and Buyer as contemplated above. Buyer and Seller shall prorate any payments made by such tenant for the tax year in whichtheClosingoccurs,andBuyershallcollectanysuchpaymentsthatarepayablefollowingtheClosing Date directly from the tenants as and when due and payable by such tenants. Seller expressly reserves(i) theright(but shallnothavetheobligation)tocommence,prosecuteandcompleteanyandallcontestsand appealsthatmaybeavailablewithrespecttoTaxeswhichareallocabletoanyfiscalyearoccurringpriorto thefiscalyearinwhichtheClosingDateoccurs;and(ii)therighttoreceiveanyandallrefundsandproceeds thatmaybepayableasaresultofanysuchcontestsorappealsofTaxescommencedunderclause(i)above. IfSellercommencesanycontestorappealwithrespecttothefiscalyearinwhichtheClosingDateoccurs, then, (x) if such contest or appeal is to be settled or resolved prior to the Closing Date, the proposed settlement or resolution shall be subject to Buyer’s prior approval, not to be unreasonably withheld, conditioned or delayed and (y) if such contest or appeal is continuing as of the Closing Date, Seller shall assignitsrightsundersuchcontestorproceedingtoBuyeratClosingandBuyershallbepermittedtosettle or resolve the same following the Closing Date, subject to Seller’s prior approval, not to be unreasonably withheld,conditionedordelayed.AnytaxrefundsreceivedbyBuyerfollowingtheClosingDatewhichare allocabletotheperiodpriortotheClosingDatewillbepromptlypaidbyBuyertoSeller (netofapplicable costsandexpenses)andanytaxrefundsreceivedbySellerfollowingtheClosingDatewhichareallocable to the period following the Closing Date will be promptly paid by Seller to Buyer (net of applicable costs and expenses).

5.5.

Service Contracts. With regard to Service Contracts to the extent assumed by BuyeratClosinginaccordancewithSection11.2:(i)Sellershallbecreditedforsumsthathavebeenprepaid by Seller prior to the Adjustment Date under the Service Contracts if such prepaid amounts pertain to services for periods of time from and after the Adjustment Date, and, provided, that such prepayment amount is confirmed in writing provided to Buyer by the counterparty to the Service Contract or pursuant to other confirmation reasonably acceptable to Buyer; and (ii) Buyer shall be credited at Closing for any amountsthat are due or accruedbut unpaidasoftheAdjustment Date andrelateto a ServiceContractand the period of time prior to the Adjustment Date.

5.6.

Leases.TotheextentanyLeasesareinplaceontheClosingDate,thefollowing provisionsshallapply:Rentsasandwhencollected(theterm"rents"asusedinthisAgreementincludesall payments due and payable by the tenants to the applicable landlord under the Leases) shall be prorated as oftheAdjustment Date.At Closing, Seller shall credittotheaccount of Buyertheamountof anysecurity depositsthenheldbySellerwithrespecttotheLeases.Astoanypass-throughexpensepayments,escalation rentand/orpercentagerentpayableundertheLeases,Sellershall(totheextentrequiredbytheLeases)bill all applicable tenants in the ordinary course, through the Closing Date.At or before Closing, Seller shall deliver to Buyer all material records used by Seller to calculate payment of such rents described in the immediately preceding sentence for the year of Closing (whether fiscal or calendar year), and the parties

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shallallocateanymonthlypaymentspaidwithrespecttosuchrentsinthesamemannerasRent.Following the Closing, the parties shall promptly true-up with one another after the reconciliations with respect to suchrentsfortheyear of Closing (whetherfiscal or calendar year) arecompletedby Buyer andBuyer has calculatedthe final amountof such rents payable fortheyear ofClosing(whetherfiscal orcalendar year). Subject to the terms of the Leases, Buyer shall endeavor to complete such reconciliations as soon as reasonably practicable following the end of the year of Closing (whether fiscal or calendar year).

5.7.

SettlementStatement;Reprorations.Atleastfive(5)BusinessDayspriortothe ClosingDate,SellershallprepareadraftsetofprorationsforBuyer’sreview.SellerandBuyershallwork togetheringoodfaithtoapprovesaidprorationssothattheFundingAgentmaythenprepare(inaccordance with the terms of this Agreement) and deliver to Seller and Buyer an initial closing statement for their respective review and approval (such statement, upon approval by Seller and Buyer, the “SettlementStatement”). Notwithstanding the foregoing or anything else to the contrary, either Seller and/or Buyer may request separate closing statements based on the agreed upon set of prorations. No later than one hundred and twenty (120) days following the Closing Date (or such later date as may be applicable under Section5.4orSection5.6abovebutsolelywithrespecttoTaxesandtheLeases,asapplicable),Buyershall prepare and present to Seller a recalculation of any and all amounts due or subject to proration under this Article 5(taking into consideration any errors and changes necessary because of the lack of complete or accurate information as of the Closing Date) as well as supporting documentation for such recalculation. Subject to reasonable verification by Seller, the parties shall make the appropriate adjusting payments between them within sixty (60) days after delivery of any such recalculation.All matters set forth in this Article 5shall survive Closing.

6.

ConveyanceofTitle.SellershallconveyfeesimpletitletotheRealPropertytoBuyerby special warranty deed, subject only to the Permitted Exceptions (as defined in Section 8.5) (the “Deed”).

7.

InspectionPeriodandEntitlementsPeriod.

7.1.

DueDiligenceMaterials;InspectionPeriod.PriortotheEffectiveDate,Seller has, to the extent related to the particular Property owned by the particular Seller in question, delivered to Buyer copies of the items set forth on Exhibit Battached hereto and made a part hereof (the “Initial DueDiligence Materials”), which Due Diligence Materials were delivered to Buyer by posting the same to a dataroomatthefollowingwebaddress:https://seritagegrowthproperties-my.sharepoint.com/:f:/g/personal/jmerrell\_seritage\_com/IgDahf3X3P6oQb9leF472jNPAZ3PvS-5WZYR9UKcQ1vmcC0?e=SzMien.Inadditiontotheforegoing,Buyermayfromtimetotimeatanytime priortotheClosingDate,reasonablyrequestthatSellerprovide,totheextentrelatedtotheparticular PropertyownedbytheparticularSellerinquestion,additionalreasonableduediligencedocuments, materials,orinformationrelatingtosuchProperty,andsuchSellershall,withinfive(5)BusinessDaysafter receipt of any such request, deliver to Buyer copies of such requested items to the extent in such Seller's possessionorreasonablecontrol(collectively,totheextentprovidedbysuchSellertoBuyer,the“AdditionalDueDiligenceMaterials”and,togetherwiththeInitialDueDiligenceMaterials,collectively, the“DueDiligenceMaterials”).SubjecttotheapplicabletermsandprovisionsofthisAgreement (includingSections7.2and7.2.7below),Buyermayreviewthe Due DiligenceMaterialsand examinethe condition of, and Seller’s title to, the Property from the Effective Date until June 30, 2026 (said interimperiodbeingreferredtohereinasthe“InspectionPeriod”);provided,thatifthisAgreementisnot terminatedupontheexpirationoftheInspectionPeriod,Buyer’srighttoreviewtheDueDiligenceMaterials and examine the condition of the Property shall continue through the Closing Date. Except as otherwise expresslyprovidedinthis Agreement,Buyeracknowledgesandagreesthatalldocumentationandany informationprovided to Buyer by or onbehalfof Seller oritsagentsorrepresentatives(includingthe Due DiligenceMaterials)areprovidedasanaccommodationonlyandsolelyasaconveniencetoBuyer,without

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representationorwarrantyofanykind,expressorimplied.Notwithstandingtheforegoingoranythingelse

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tothecontrary,SellershallnotberequiredtodeliverorotherwisemakeavailabletoBuyeranyproprietary materials, attorney/client materials, or other privileged or confidential materials.

7.2.

Access and Inspection. From the Effective Date and until the earlier of (i) the Closing or (ii) the sooner termination of this Agreement, Seller grants to Buyer, its employees, agents, representatives, and independent contractors, permission and license to conduct engineering, market, traffic,andeconomicfeasibilitystudiesofthePropertyandaphysicalinspectionoftheProperty,including therighttoenteruponthePropertytocollectinformationandtoperformanytests,investigations,reports, studies, and inspections to the Property that Buyer deems necessary to make its determination as to the suitability of the Property for Buyer’s intended development and/or use, including any and all environmental, structural, geotechnical, soil, groundwater, topographical, geological, subsurface, and engineering tests and studies, site planning feasibility studies, surveys, and zoning analyses (all of the foregoing inspections, tests, studies and the like, collectively, “Tests”). Seller shall reasonably cooperate with Buyer in good faith during Buyer’s performance of theTests (at no cost or expense to Seller). Buyer shall provide Seller with at least two (2) Business Days’ advance notice of any Test performed at the Property (which notice shall be provided to Eric Dinenberg and may be provided via email to said party). SellermayhavearepresentativepresentduringanyPropertyaccessbyoronbehalfofBuyer(includingas to any Tests made by or on behalf of Buyer on the Property).

7.2.1.

TotheextentanyTestswillbeperformedonanyportionoftheProperty that is subject to a Lease (other than any temporary leases or licenses for use of vacant portions of the PropertyunlessthelicenseehastherighttousesuchportionofthePropertyonthedatewhenBuyerplans to perform such Test), access to such portions of the Property (including as to any such Tests) shall be subject to the applicable terms of the Leases (including the rights of the tenants/licensees/occupants thereunder)andshallnotunreasonablyinterferewiththeuseoftheProperty(includinganyoperationsand activities thereon) by the tenants/licensees/occupants under any such Leases. Buyer shall not contact any tenants/licensees/occupants of the Property that is party to a Lease without Seller's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.

7.2.2.

No such Tests shall be invasive without the prior written consent of Seller,unlessinvasivetesting(i.e.,aPhaseIIESA)isrecommendedunderaPhaseIESAorrelatedreport. IfBuyerhastherighttoconductanyinvasivetesting,thesameshallbesubjecttoreasonableandcustomary conditions provided by Seller, including, that Seller shall have reasonable approval over the scope and location of such invasive testing. As a point of clarity, a customary Phase I ESA, geotech and PCA are expressly permitted (subject to the other applicable terms and provisions hereof).

7.2.3.

All Property access (including as to any such Tests) shall be conducted in accordance with standards customarily employed by sophisticated investors in connection with the performance of due diligence review of commercial property in Dallas, Texas and in compliance with all applicable laws, codes and ordinances.

7.2.4.

Following any entry onto the Property by or on behalf of Buyer (includingastoanysuchTests),ifBuyer’sperformanceofanysuchTestsoranyotherPropertyaccessby or on behalf of Buyer results in damage to any portion of the Property, Buyer shall promptly restore the Property (at Buyer’s sole cost) to a condition which is as near as possible to the condition that existed immediatelypriortotheapplicableTest,reasonablewearandtearexcepted(suchobligationtosurviveany termination of thisAgreement occurring prior to Closing for a period of two (2) years).

7.2.5.

IfBuyeror SellerelectstoterminatethisAgreement inaccordance with the terms and provisions of thisAgreement, and if requested by Seller, Buyer (at no cost to Buyer) shall promptlyfurnishtoSellercopiesofanyreportsreceivedbyBuyerrelatingtoanyTests;provided,however,

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that such reports shall be delivered without any representation, warranty, or liability on the part of Buyer, and such foregoing obligation shall survive the termination of this Agreement. In addition, upon the termination of this Agreement, Buyer shall, subject to Buyer’s customary document retention practices, promptly return to Seller, destroy or delete (as applicable) any Due Diligence Materials and other documentation and information provided by or on behalf of Seller to Buyer with respect to Seller and/or the Property, such obligation to survive the termination of thisAgreement.

7.2.6.

Buyer shall indemnify and hold harmless Seller from any actual damages,liabilities,claims,costsandexpensesincurredbyoronbehalfof Seller (collectively,“Losses”), to the extent caused by Buyer or Buyer’s employees, agents, representatives or independent contractors accessingthePropertyfollowingtheEffectiveDate foranyreason(includingtoconductTests);provided, however, that Buyer’s indemnification obligation shall not apply to and shall expressly exclude each and all of the following: (i) Losses incurred to the extent related to any condition that existed at the Property prior to the date of the applicable Test, including without limitation, the mere discovery (but not, for the avoidance of doubt, exacerbation) of, hazardous, toxic, or regulated substance, material, or waste; (ii) LossestotheextentarisingfromthegrossnegligenceorwillfulmisconductofSeller,RelatedSellerorany of Seller’s or Related Seller’s agents, employees, members, representatives, contractors, licensees and invitees;and/or(iii)consequential,specialandpunitivedamages.Buyer’sindemnificationobligationunder this Section 7.2shall survive (i) any termination of thisAgreement occurring prior to Closing for a period of two (2) years and (ii) the Closing Date (if the Closing occurs), but solely with respect to any claims commencedpriortotheClosingDatethatarecontinuingasoftheClosingDateand,otherwise,withrespect to any claims arising on or following the Closing Date to the extent covered by the insurance of Buyer actually held or otherwise required to be held by Buyer pursuant to Section 7.2.7below.

7.2.7.

Insurance. As a condition precedent to Buyer or anyone acting on Buyer’sbehalfenteringtheProperty foranyreason(including toperformtheTests),Buyershallmaintain orcausetobemaintained,atBuyer’ssolecostandexpense,anddelivertoSellerreasonableevidenceof,a policyofcomprehensivegeneralpublicliabilityandpropertydamageinsurance:(a)withacombinedsingle limit of not less than $1,000,000 per occurrence/$2,000,000 general aggregate and $5,000,000 excess umbrella liability, (b) insuring Buyer, and including Seller (including any other designees reasonably requested by Seller, including any property manager and lender of Seller) as additional insureds.Buyer shalldeliverreasonableevidenceofsuchinsurancecoveragetoSellerpriortoanyPropertyaccessbyoron behalfofBuyer.Asapointofclarity,anypartyperformingTestsonbehalfofBuyermustbereputableand qualified and otherwise insured to the same degree as Buyer as described above or otherwise in a manner reasonably acceptable to Seller (and provide Seller with reasonable evidence thereof prior to any such Property access by such party).As a further point of clarity, any Buyer consultant performing environmental Tests (including any Phase I ESA or permitted Phase II ESA) must also maintain environmental impairment or pollution liability insurance, with commercially reasonable limits (and provide Seller with reasonable evidence thereof prior to any such Property access by such party).

7.2.8.

Notwithstanding the foregoing or anything contained in thisAgreement tothecontrary,BuyershallhavetherighttoterminatethisAgreementatanytimepriortotheexpirationof the Inspection Period for no reason or any reason at all (in Buyer’s sole discretion), by delivery of written noticetoSellerpriorto6:00p.m.CSTonthelastdayoftheInspectionPeriodandwithoutpaymentofany terminationfee;provided,that,fortheavoidanceofdoubt,Sellershallbepermittedtoretaintheinitial

$169,200releasedtoSellerfromtheFirstDeposit(definedbelow).Upondeliveryofanysuchtermination notice, this Agreement shall automatically terminate and the parties shall have no further obligations or liabilities hereunder other than those that expressly survive a termination of thisAgreement.

7.2.9.

IntentionallyOmitted.

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7.3.

EntitlementsPeriod.

7.3.1.

Subject to the other applicable terms and provisions of thisAgreement, Buyer shall have the right to prepare and submit one or more applications to obtain the Entitlements and take all other actions as Buyer deems reasonably necessary or desirable in order to pursue and obtain the Entitlements.The period during which Buyer may applyfor and pursue the Entitlements (such period, the “EntitlementsPeriod”)shallcommenceupontheexpirationoftheInspectionPeriodandshallexpireupon theearliertooccurof(i)January28,2028,and(ii)thedateonwhichBuyerobtainstheEntitlements(such earlier date, the “Entitlements Period Expiration Date”). Buyer shall pursue the Entitlements in good faith during the Entitlements Period, taking into account Buyer’s development plan for the Property, and Buyer shall have the right to determine the timing and sequencing of the Entitlement application process.

7.3.2.

ForpurposesofthisAgreement,the“Entitlements”shallmeanallofthe following items necessary or desirable for Buyer’s intended development of the Land as a mixed-use development, which shall include a professional sports and entertainment arena or complex and may include, without limitation, parking, retail shopping, restaurants, hotels, office buildings, multifamily buildings, experiential entertainment and/or condominium buildings (collectively, the “Project”): (a) approval from the City of Dallas for an amendment or modification to the existing zoning regulations to permit the Project, (b) approval from all applicable governmental authorities for license(s) and/or an abandonment(s), (c) approval from the City of Dallas for a preliminary plat(s) (as a point of clarity, and notwithstandinganythingtothecontrary,BuyermaynotfileafinalplatpriortoClosing),(d)approvalfrom the City of Dallas for a development and/or economic incentive agreement(s), (e) approval from all applicable governmental authorities for the modification, creation and/or implementation of a specialty district, including but not limited to a public improvement district or tax increment financing district, and

(f)anyotherapprovals,permitsorentitlementsdeterminedbyBuyertobereasonablynecessaryordesirable to obtain in connection with the Project. Entitlements shall be considered “obtained” by Buyer only after final approval from the relevant governmental authorities with respect to items (a) through (f) above has been received. Subject to the last sentence of this Section 7.3.2, Buyer shall have the right to submit the applicationfortheEntitlementsandrequestEntitlementsinanyformdeterminedbyBuyer,inBuyer’ssole discretion and Seller shall have no approval over any such applications or submissions. Buyer shall be solely responsible for payment of all costs and expenses incurred in connection with Buyer seeking and obtaining the Entitlements, including without limitation, all costs and expenses associated with defending anyadministrativeorlitigationchallengestotheEntitlements.Notwithstandingtheforegoingoranything elsetothecontrary,Buyer’sapplication(s)fortheEntitlementsshallnotrequest,orotherwiseresultin,the diminishment orreductionofanyoftheusesthat are legallypermittedtobeconstructedontheLandasof the Effective Date or otherwise reduce any of Seller’s other existing zoning rights or add any obligations on the part of Seller (other than Seller’s obligation to cooperate with Buyer under Section 7.3.4below), unless expressly approved by Seller in writing. The parties acknowledge that as part of the zoning of the Property as of the Effective Date, the streets that form a part of the Property (or will form a part of the development thereof) are controlled by the Streets Plan(Exhibit 887C) (the “Streets Plan”).As part of the processofapplyingfortheEntitlements,BuyershallhavetherighttoamendtheCity’sThoroughfarePlan in order to accommodate the Project; provided, that such amendments to the City’s Thoroughfare Plan requestedbyBuyershallnotterminatetheStreetsPlanorrendertheStreetsPlanunenforceableasitrelates toSeller’szoningrightsineffectwithrespecttothePropertyasoftheEffectiveDate.Buyershallnotmake any requests in connection with its application for the Entitlement(s) that will cause the Property to no longer be governed by the TIF District (as defined below).

7.3.3.

Buyer agrees to provide written status updates concerning the Entitlements to Seller at least once every calendar month (and otherwise reasonably update Seller as and when reasonably requestedby Seller from time totime) and promptlyfollowingthe achievementor delay ofanysignificantmilestonesintheEntitlementsprocessinguntilalloftheEntitlementshavebeenobtained

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as provided in Section 7.3.2above.Further, Buyer shall promptly notify Seller upon Buyer obtaining the Entitlements.

7.3.4.

Seller acknowledges and agrees that, upon written request from Buyer, Seller will provide prompt and reasonable cooperation to Buyer in Buyer’s efforts to obtain the Entitlements,whichcooperationmayinclude,butshallnotbelimitedto,Seller’sexecutionanddeliveryof zoning applications, site plan applications, variance requests and/or special or conditional use permit applications; provided, that Seller shall not incur any additional cost, expense or liability as a result of providinganysuchcooperationtoBuyerandSellershallhavetherighttoreasonablyapproveanyparticular forms that Seller is requested by Buyer to execute for purposes of confirming the accuracy thereof (but in no event shall this reasonable approval right be deemed to give Seller approval of the application for Entitlements generally (even if the document(s) required to be executed by Seller are being submitted as partofthecollectiveapplicationfortheEntitlements),subjecttotheotherapplicabletermsandprovisions ofthisSection7.3).Foravoidanceofdoubt,butsubjecttotheotherapplicabletermsandprovisionsofthis Section7.3(includingthelastsentenceofSection7.3.2),SellerandBuyerherebyacknowledgeandconfirm their intent that Seller not be entitled to approve or withhold approval for any Entitlements, including any applications or other submittals or documents by which Buyer seeks to obtain Entitlements.

7.3.5.

Notwithstanding the foregoing, Buyer shall have the right to terminate thisAgreementatanytimepriorto6:00p.m.CSTontheEntitlementsPeriodExpirationDatefornoreason oranyreasonatall(inBuyer’ssolediscretion),bydeliveryofwrittennoticetoSellerpriortotheapplicable dateandtimesetforthaboveandwithoutpaymentofanyterminationfee;provided,that,fortheavoidance ofdoubt,SellershallbepermittedtoretainallReleasePaymentspreviouslyreleasedorotherwiserequired to be released to Seller prior to such termination date by FundingAgent in accordance with Section 7.4. Upondeliveryofanysuchterminationnotice,thisAgreementshallautomaticallyterminateandtheparties shallhavenofurtherobligationsorliabilitieshereunderotherthanthosethatexpresslysurviveatermination of this Agreement.

7.4.

Deposits.

7.4.1.

On or before 6:00 p.m. CST on the third (3rd) Business Day following the Effective Date, Buyer shall deliver to Funding Agent a deposit of $169,200 (the “First Deposit”). Within one(1) Business Day following FundingAgent’sreceipt of the First Deposit, FundingAgent shall releasetheFirstDeposittoSellerinaccordancewiththewiringinstructionsprovidedtoFundingAgentby Seller.

7.4.2.

If Buyer has not elected to terminate this Agreement on or before the expirationoftheInspectionPeriod,thenforeachmonthoftheEntitlementsPeriod,Buyershallbeobligated to paySeller a payment (each, a “Release Payment”),in the amount of:(i) withrespectto the firstmonth oftheEntitlementsPeriodthroughandincludingthesixth(6th)monthoftheEntitlementsPeriod,$126,900 per month and (ii) for the seventh (7th) month of the Entitlements Period and each month thereafter until the month in which the Entitlements Period Expiration Date occurs, $274,950 per month. The Release Payments shall be funded to Funding Agent (to be held in escrow in accordance with the terms of this Agreement) as follows:

7.4.2.1.

If Buyer has notelectedtoterminatethisAgreement onor before the expiration of the Inspection Period, then on or before June 30, 2026, Buyer shall deliver to Funding Agent a deposit in the amount equal to the total Release Payments owed for the first six (6) months of the Entitlements Period totaling $761,400 (the “Second Deposit”). On July 1, 2026, Funding Agent shall release$126,900toSelleraspaymentfortheReleasePaymentowedtoSellerbyBuyerforthefirstmonth of the Entitlements Period. Thereafter, on the first day of each subsequent month during the Entitlements

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Period, FundingAgent shall release to Seller the applicable Release Payment from the Second Deposit in accordancewiththewringinstructionsprovidedtoFundingAgentbySeller,eachinsatisfactionofBuyer’s obligationtofundtheReleasePaymentforsuchmonthinaccordancewithSection7.4.2,unlesspriortothe first day of such month, Buyer has terminated this Agreement.

7.4.2.2.

If Buyer has not elected to terminate this Agreement prior to December31,2026,thenonorbeforeDecember31,2026,BuyershalldelivertoFundingAgentadeposit equaltothetotalReleasePaymentsowedforthenextsix(6)monthsoftheEntitlementPeriodtotaling

$1,649,700 (the “Third Deposit”). On January 1, 2027 and on the first day of each month of the Entitlements Period thereafter, Funding Agent shall continue to release to Seller the applicable Release Payment from theThird Deposit in accordance withthe wiring instructions provided to FundingAgent by Seller,eachinsatisfactionofBuyer’sobligationtofundtheReleasePaymentforsuchmonthinaccordance with Section 7.4.2, unless prior to the first day of such month Buyer has terminated thisAgreement.

7.4.2.3.

IfBuyerhasnotelectedtoterminatethisAgreementpriortoJune 30,2027,thenonorbeforeJune30,2027,BuyershalldelivertoFundingAgentadepositequaltothetotal Release Payments owed for the next seven (7) months of the Entitlement Period totaling $1,924,650 (the “Fourth Deposit” and, together with the First Deposit, the Second Deposit and the Third Deposit, collectively,the“Deposit”).OnJuly1,2027andonthefirstdayofeachmonthoftheEntitlements Period thereafter,FundingAgentshallcontinuetoreleasetoSellertheapplicableReleasePaymentfromtheFourth DepositinaccordancewiththewiringinstructionsprovidedtoFundingAgentbySeller,eachinsatisfaction ofBuyer’sobligationtofundtheReleasePaymentforsuchmonthinaccordancewithSection7.4.2,unless prior to the first day of such month Buyer has terminated thisAgreement.

7.4.3.

Notwithstanding anything to the contrary, (i) the First Deposit and all Release Payments shall be deemed to be earned by Seller upon Seller’s receipt of the same from Funding Agent(orthedateFundingAgentisotherwiserequiredtoreleasethesametoSellerinaccordancewiththis Section 7.4, if earlier) and shall be non-refundable toBuyer, except upon a termination of thisAgreement by Buyer resulting from a Seller Default to the extent expressly described in Section 17.2, and (ii) neither theFirstDepositnoranyReleasePaymentswillbecreditedtowardsthePurchasePrice,suchthattheFirst Deposit and all Release Payments shall be in addition to the Purchase Price.

7.4.4.

If the Closing occurs on orbefore the date on which the final portion of anyDeposithasbeenreleasedtoSeller,then,thatportionoftheDepositthenheldby FundingAgentshall beappliedatClosingtowardsthePurchasePrice,or,atBuyer’soption,refundedtoBuyer.IfthisAgreement is terminated by Buyer in accordance with Section 7.3.5, Section 9.1, Section 13.3, Section 17.2or any otherexpressterminationrightofBuyerunderthisAgreement,thenwithintwo(2)BusinessDaysfollowing such termination, FundingAgent shall return to Buyer any portion of any Deposit then held by Funding Agent (excluding any portion of the Deposit that was required to be released to Seller prior to the date of terminationinaccordancewiththis Section7.4)inaccordancewithwiringinstructionsprovidedbyBuyer to Funding Agent.

7.4.5.

Seller shall have the right, together with Related Seller, to issue a joint instruction to FundingAgent to modify the allocation of the Deposit and any monthly Release Payments owed(andreleasedto)Sellerhereunderandthe“Deposit”andany“ReleasePayments”(as suchtermsare defined in the Related Agreement) owed (and released to) Related Seller under the Related Agreement. Funding Agent shall comply with any such joint instruction regarding a reallocation of such Deposit, Release Payments, “Deposit” and “Release Payments” (as such terms are defined in the Related Agreement). Notwithstanding the foregoing, in no event shall Funding Agent be permitted to release to Seller and Related Seller, in the aggregate, in any month more than the total applicable Release Payment and“ReleasePayment”(asdefinedintheRelatedAgreement)owedtoSellerandRelatedSeller,

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respectively,underthisAgreementandthe RelatedAgreement(i.e.,$600,000inthe aggregateforthefirst six(6)monthsoftheEntitlementPeriodand$1,300,000intheaggregateforeachsubsequentmonthofthe Entitlement Period). For the avoidance of doubt, Buyer shall have no liability as a result of any such joint instruction (or whether Funding Agent complies or fails to comply), and Buyer’s obligations under this Section 7.4shall be deemed satisfied with respect to each Deposit upon each date that Buyer makes each such required Deposit in accordance with this Section 7.4.

8.

TitleCommitment;Survey;TitleDefects

8.1.

Withinten(10) BusinessDaysfollowingthe EffectiveDate (orassoonthereafter as the same is made available by the Title Company), Seller, at Seller’s expense, shall cause the Title Company to provide Buyer with a commitment for an owner’s policy of title insurance covering the Real Property (the “Commitment”), and copies of all instruments listed or referenced in the Commitment as exceptionsormatterssubjecttorequirementsfortheissuanceofatitlepolicypursuanttotheCommitment (collectively, the “Exception Documents”).

8.2.

Within thirty (30) days following the Effective Date (or as soon thereafter as the same is made available by the surveyor), Buyer, at Buyer’s expense, shall obtain a land title survey (the “Survey”) of the Property and the property being conveyed to Buyer pursuant to the RelatedAgreement (the “Related Agreement Property”), which Survey must (i) meet the Minimum Standard Detail Requirements (including items 1, 2, 3, 4, 6, 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(b), 13, 14, 15 and 16 of Table “A”thereof)andtheAccuracyStandardsforALTA/NSPSLandTitleSurveysasadoptedbytheAmerican Land Title Association, the National Society of Professional Surveyors, and the American Congress on SurveyingandMappingandineffectonthedateoftheSurvey;(ii)locateandshoweachexceptionreferred to in Schedule B of the Commitment that is susceptible of location and indicate its effect on the Property (andmakenoteofthoseexceptionsthatcannotbelocatedandthereasonstherefor);(iii)includeanoverall acreageandlegaldescriptionfortheoverallPropertytogetherwiththeRelatedAgreementProperty,aswell as a legal description for each portion of the Property owned by Seller and each Related Seller (as applicable); and (iv) name Seller, Related Seller and the Title Company as certified parties. Buyer shall promptly deliver the Survey to Seller and the EscrowAgent upon receipt thereof.Buyer agrees to order theSurveywithinfive(5)businessdaysoftheEffectiveDateandprovideSellerwithreasonableevidence thereof.Notwithstandingtheforegoingoranythingelsetothecontrary,Sellershallhavetherighttoreview a draft of the Survey in order to confirm the property lines/dimensions of the various lots that form a part ofthePropertyandverifyownershipbetweenandamongstSellerandeachRelatedSellerbeforetheSurvey is finalized; provided, however, that such right of review shall not constitute a right of approval by Seller and shall in no event limit Buyer’s ability to object to matters shown on the Survey in accordance with Sections 8.3or 8.4below.

8.3.

Buyer shall notify Seller of (i) any defects in or encumbrances upon Seller’s title totheProperty(oranyportionthereof) thatarereflectedintheCommitmentandunacceptabletoBuyer in Buyer’ssolediscretion,and(ii)Buyer’sobjectionstomattersshownbytheSurvey(collectively,“Buyer’sTitleObjections”) nolaterthan thirty (30) days following Buyer’s receipt of thelast of the Commitment, allExceptionDocumentsandtheSurvey.ExceptwithrespecttoMandatoryCureItems,Sellermay,butis notobligatedto,remove,correct,and/orsatisfyBuyer’sTitleObjectionspriortoClosing.Sellershallnotify Buyerwithinten(10)BusinessDaysfollowingreceiptofBuyer’sTitleObjectionsastowhetherSellerwill remove, correct, and/or satisfy each of Buyer’s Title Objections in the manner indicated (if applicable) in Buyer’s Title Objections (“Seller’s Title Response”). If in Seller’s Title Response, Seller elects to cure Buyer’sTitleObjections,(a)SellershallcurethesameonorpriortoClosingand(b)ifrequestedbyBuyer, keep Buyer reasonably apprised of Seller’s progress toward removing, correcting, and/or satisfying the same(andthemannerinwhichsuchwillberemoved,corrected,and/orsatisfied,provided,thatBuyershall notbe obligatedto accept affirmativeinsuranceover any Buyer’sTitle Objection that Seller electstocure

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unlessapprovedbyBuyer(inBuyer’ssolediscretion)).If,inSeller’sTitleResponse,Sellerdoesnotelect to cure Buyer’s Title Objections, or if Seller fails to timely deliver Seller’s Title Response, then in either event,BuyermayelectbywrittennoticedeliveredtoSellerpriortotheexpirationoftheInspectionPeriod either(1)toproceedtoClosingandconsummatethetransactionscontemplatedbythisAgreementandeach applicableBuyer’sTitleObjectionshallbecomeaPermittedExceptionor(2)toterminatethisAgreement, whereupon this Agreement shall automatically terminate and no party will have any rights, duties, or obligations hereunder, except those specifically stated herein to survive termination of thisAgreement (in this regard, if Buyer fails to timely make a written election as provided above, Buyer will be deemed to have elected option (1) above).If Seller fails to timely deliver Seller’s Title Response, Seller shall be deemed to have elected not to cure any of the Buyer’sTitle Objections, except with respect to Mandatory CureItems.If,inSeller’sTitleResponse,SellerelectstocureBuyer’sTitleObjectionsbutthesamearenot cured on or before the Closing Date, then, the same shall constitute a Seller Default (subject to applicable notice and cure periods) but, if the cost of removal of the applicable Buyer’s Title Objection can be reasonably reduced to a monetary sum, then, instead of exercising the remedies set forth in Section 17.2, Buyermay,withSeller’spriorwrittenconsent,proceedtoClosingandreceiveacreditagainstthePurchase PriceinanamountequaltotheamountrequiredtoremovesuchBuyer’sTitleObjection.Asanalternative to Buyer exercising the Purchase Price credit remedy above, Seller may elect to extend the Closing Date for a period of up to thirty (30) days in an effort to remove or resolve any such items, provided, that (i) Seller has commenced to cure the applicable item prior to the Closing Date and is diligently prosecuting thecuretocompletionduringsuchextensionperiod;and(ii)thisextensionoptionshallrunconcurrentwith any other extension rights of Seller under this Agreement.

8.4.

IntheeventthatanupdateormodificationtotheCommitmentorSurveyobtained followingthedeliverytoBuyerofthepriorversionoftheCommitmentor(asapplicable),thepriorversion of the Survey, discloses any new or modified title or survey matter (including a modification in the scope ofexception,requirementorcoverage)thatwas(i)notshownontheinitialCommitmentorSurvey(orany other updates thereto previously delivered to Buyer), and (ii) not caused by or on behalf of Buyer, Buyer may deliver written notice to Seller of the same (“Supplemental Objections”) within five (5) Business Days of Buyer’s receipt of such updated Commitment or Survey, as applicable. Thereafter, the Supplemental Objections shall be treated in the same manner as the Buyer’s Title Objections, except that Seller’s Title Response must be provided within seven (7) Business Days of Seller’s receipt of the Supplemental Objections (failing which Seller shall be deemed to have elected not to cure any such Supplemental Objections upon the expiration of said 7-Business Day period) and Buyer’s election based on such Seller’s Title Response (or deemed response) must be made within seven (7) Business Days followingthegivingofSeller’sTitleResponseortheexpirationofSeller’s7-BusinessDayresponseperiod ifSellerdoesnotformallyrespond.NotwithstandinganythingcontainedinthisAgreementtothecontrary, the Closing Date shall be automatically extended to allow Seller and Buyer the full review and response times they are entitled to with respect to Supplemental Objections if the Closing Date is scheduled for a datethatwouldoccurpriortotheexpirationofSeller’sandBuyer’s7-BusinessDayrespondperiodsunder this Section 8.4.

8.5.

ForthepurposesofthisAgreement,theterm“PermittedExceptions”shallmean

(i) exceptions to title for the terms of the specific recorded instruments and other exceptions set forth on Schedule B of the Commitment, to which Buyer does not object within the timeframes prescribed in Sections 8.3or 8.4above as applicable or which become a Permitted Exception pursuant to the terms of Section 8.3, (ii)matters arising after the Effective Date that have been approved in writing by Buyer or, if applicable, that are otherwise caused by or on behalf of Buyer and (iii) Permitted Tenant Liens (as hereinafter defined).For the avoidance of doubt, Permitted Exceptions shall expressly exclude all Mandatory Cure Items.

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8.6.

Notwithstanding anything to the contrary contained herein, without the necessity ofobjectionorrequestbyBuyer,onorpriortoClosing,Sellershallberequiredtocurethefollowingitems:

(i) liens and encumbrances affecting the Property which secure the payment of indebtedness of an ascertainable amount (other than the lien for taxes not yet due and payable), (ii) any mortgage, security agreement, financing statement or other similar agreement that evidences or secures indebtedness, in each caseencumberingtheProperty,anyportionthereoforSeller’sinterestinandtoanyoftheLeases,(iii)any mechanic’s or materialman’s lien with respect to work performed by or on behalf of Seller, or by or on behalfofanytenantofthePropertypursuanttoaLease(ifany)totheextentsuchlienconstitutesamonetary lien encumbering the Property, provided, that, if (a) such lien results from work performed by any tenant underaLeaseoranyotheractiontakenbyatenantunderaLease,(b)suchtenantisnotindefaultunderits Lease(beyondthegivingofanyrequirednoticeandtheexpirationofanyapplicablecureperiod) andsuch Lease is in full force and effect, and (c) such Lease obligates the applicable tenant to remove such lien within a specified time period, thensuchlien shall notconstitute a Mandatory Cure Item (a lien satisfying the conditions set forth in clauses (a) through (c) above being referred to herein as, a “Permitted TenantLien”),(iv)federal,stateandmunicipaltaxliens,ineachcaseofSelleroranaffiliateofSellertotheextent suchtaxlienencumbersthePropertyoranyportionthereof,and(v)anyencumbranceaffectingtheProperty orportionthereofthatiscreatedorrecordedby,onbehalfof,oratthedirectionof,SelleraftertheEffective Date that was not approved by Buyer as required by the terms of this Agreement (collectively, the “MandatoryCureItems”andeach,a“MandatoryCureItem”).IfanyMandatoryCureItemshavenot beenremovedasoftheClosingDate,Buyermayelect(A)toconsummatethetransactioncontemplatedby thisAgreement without regard to such Mandatory Cure Item, in which event the Purchase Price shall be reduced by the amount of all outstanding Mandatory Cure Items that are monetary liens, or (B) treat such Mandatory Cure Item as a Seller Default (subject to applicable notice and cure periods) and exercise the remediessetforthinSection17.2.AsanalternativetoBuyerexercisingtheremedysetforthinsubsection

(A) above, Sellermayextend the Closing Datefora period of uptothirty (30)days inaneffort toremove or resolve anysuchMandatory CureItems; provided,that(i) Sellerhascommenced tocuretheapplicable item prior to the Closing Date and is diligently prosecuting the cure to completion during such extension period; and (ii) this extension option shall run concurrent with any other extension rights of Seller under thisAgreement.

9.

Risk of Condemnation or Casualty Pending Closing.All risk of loss to the Property remains upon Seller until the conclusion of the Closing (subject to Section 7.2, as applicable). If, prior to Closing, either (a) condemnation or eminent domain proceedings are commenced by any person or entity withtheauthority ofeminent domainagainst the Property,oranypartthereof,orifSeller receiveswritten noticeofanypendingorthreatenedcondemnationoreminentdomainproceedingsagainsttheProperty,or anypartthereof(each,a“Condemnation”);or(b)thePropertysuffersanydamagebyfire,flood,orother casualty (a “Casualty”) then, in either such event, Seller shall give Buyer prompt written notice thereof accompanied by reasonable supporting documentation, including without limitation, with respect to a Condemnation, all written information provided to Seller by the authority commencing or threatening the subject Condemnation.

9.1.

With respect to any Condemnation, within fifteen (15) Business Days after such notice and supporting information is received by Buyer (provided that the Closing Date shall be automatically extended to allow Buyer such full response time if there are less than fifteen (15) Business DaysbetweenthescheduledClosingDateandthedateBuyerreceivesnoticeofsuchCondemnation),Buyer may: (i) accept the Property and proceed to Closing subject to the Condemnation; or (ii) terminate this Agreement whereupon the parties have no right, duty, or obligation hereunder, except those specifically statedhereintosurviveterminationofthisAgreement(inthisregard,ifBuyerfailstotimelymakeawritten election as provided above, Buyer will be deemed to have elected option (i) above).In the event Buyer elects to proceed to Closing pursuant to subpart (i) above, at Closing, all awards related to the subject CondemnationshallbepaidtoBuyer(totheextentpreviouslyreceivedbySeller)orotherwiseassignedto

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Buyer, with no reduction in the Purchase Price, and at Closing, Seller will assign to Buyer all of Seller’s right, title, and interest in and to any such awards.

9.2.

WithrespecttoanyCasualty,BuyershallremainobligatedtoproceedtoClosing, withnoreductioninthePurchasePrice,andatClosing,allofSeller’spropertyinsuranceproceeds(ifany) relatedtothesubjectCasualty(includinganyrentlossinsuranceproceeds(ifany)relatedtotheperiodafter Closing) shall be paid to Buyer (to the extent previously received by Seller, but net of any actual out-of-pocket demolition and other costs and expenses reasonablyincurred by Seller tothe extentrequired under any Lease or to otherwise secure the Property in a commercially reasonable and safe manner taking into account the then current use of the applicable portion of the Property) or otherwise assigned to Buyer (subjecttotherequirementsoftheLeases,asapplicable),BuyershallreceiveacreditfromSelleratClosing in the amount of all deductibles associated with any such insurance that have not yet been paid, and at Closing, Seller will assign to Buyer all of Seller’s right, title, and interest in and to any such insurance proceeds.

10.

Representations and Warranties of Seller; Disclaimers and Waivers. As of the Effective Date, Seller hereby represents as to the representations set forth in this Article 10. As of the ClosingDate,allofsuchrepresentationsshallalsoberemadeandbetrueandcorrectinallmaterialrespects as of the Closing Date (subject to permitted updates thereto pursuant to Section 13.1, as applicable); provided, that with respect to representations set forth in this Article 10that are already subject to a materialityqualifier(i.e., Section10.9,10.10or 10.11),suchrepresentations (subjectto permittedupdates theretopursuanttoSection13.1,asapplicable)shallbetrueandcorrectwithouttakingintoaccountthe“in all material respects” qualifier set forth in this sentence).

10.1.

Organization;Authority. Seller is duly organized, validly existing and in good standingunder thelawsofthe stateofitsorganization.Seller is authorizedtotransact business inthestate inwhichthePropertyislocated.Sellerhasfullpowerandauthoritytoenterintoand performthisAgreement in accordance with its terms without the necessity of obtaining any third-party approval (other than those which have been obtained by Seller) and the persons executing thisAgreement on behalf of Seller have been duly authorized to do so.Seller represents that the secretary’s certificate confirming that the transaction contemplated hereunder has been authorized by the Board of Trustees of Seller’s parent company that Seller previously provided to Buyer as part of the Initial Due Diligence Materials is duly executed and delivered and true and correct in all material respects.

10.2.

No Options. Seller has not granted any unrecorded option or right of first refusal orfirstopportunitypursuanttowhichanypersonhastherighttoacquirethePropertyoranyportionthereof and,toSeller’sknowledge,nosuchunrecordedoptionorrightoffirstrefusalorfirstopportunityotherwise remains in effect.

10.3.

Contract Enforceable. This Agreement resulted from an arm’s-length negotiation, has been duly executed and delivered by Seller and constitutes a legal, valid, and binding obligationofSeller,enforceableagainstSellerinaccordancewiththetermshereof,exceptasenforceability hereofmaybelimitedbybankruptcy,insolvency,orreorganizationlawsorapplicableprinciplesofequity.

10.4.

Consents and Approvals; No Violation. Neither the execution and delivery of thisAgreement by Seller nor the consummation by Seller of the transactions contemplated hereby will (i) require Seller to file or register with, notify, or obtain any permit, authorization, consent, or approval of, any governmental, quasi-governmental, or regulatory authority; (ii) breach any provisions of the organizational documents of Seller; (iii) violate or breach any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default), under any note, bond, mortgage,indenture,deedoftrust,license,franchise,permit,lease,contract,agreement,covenant,

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exclusiveorotherinstrument,commitment,orobligationtowhichSellerisaparty,orbywhichSeller,the PropertyoranyofSeller’smaterialassetsmaybebound;or(iv)violateanyorder,writ,injunction,decree, judgment, statute, law, or ruling of any court or governmental authority applicable to Seller, the Property or any of Seller’s material assets.

10.5.

Service Contracts. The operating, maintenance and other service contracts (collectively, the “Service Contracts”) listed on Schedule 10.5(as the same may be updated to include Service Contracts entered into by Seller in accordance with this Agreement) are all of the operating, maintenanceandservicecontractsandagreementstowhichSeller(directlyorthroughitspropertymanager, if any) is a party or is otherwise bound. Seller has delivered to Buyer the copies of each Service Contract in Seller’spossessionorcontrol used bySeller in connection withits operation ofthe Property. Seller has not received written notice from any counterparty to a Service Contract asserting any default by Seller under such Service Contract which remains unresolved or sent any written notice of default to any counterparty to a Service Contract which remains unresolved.

10.6.

Litigation. Except as disclosed on Schedule 10.6, and other than actions, suits, arbitrations, unsatisfied orders or judgments, government investigations or proceedings, in each case, covered by insurance (and for which the insurer has acknowledged coverage) and excluding any proceedingsthatmaybeinitiatedbyBuyerwithrespecttoEntitlementspursuanttoSection7.3,(i)thereis noaction,suit,arbitration,unsatisfiedorderorjudgment,governmentinvestigationorproceedingpending againstSellerwhichwould(ifadverselydetermined)haveanadverseimpactonSeller’sabilitytoperform itsobligationsunderthisAgreementorwhichadverselyaffectsthePropertyand(ii)toSeller’sknowledge, no such action, suit, arbitration, unsatisfied order or judgment, or government investigation described in subsection (i) above is currently threatened in writing against Seller or the Property.

10.7.

Eminent Domain/Condemnation. No condemnation or eminent domain proceedings are now pending and Seller has not received a written threat of condemnation or eminent domain proceedings from any applicable governmental authorities with respect to the Property or any portion thereof.

10.8.

ForeignInvestmentandRealPropertyTaxAct.Sellerisnota“foreignperson” butisa“UnitedStatesperson”withinthemeaningofSection1445and7701oftheInternalRevenueCode, Foreign Investment in Real Property Tax Act of 1980, or under any comparable state statutes that are applicable to this transaction.

10.9.

Compliance with Laws; Permitted Exceptions. Seller has not received written notice, which remains unresolved, from applicable governmental authorities of any material violations of any laws, ordinances, rules, regulations, zoning, or other legal requirements with respect to the Property, including with respect to the Americans with Disabilities Act, zoning laws, subdivision laws, building codes, fire codes, and hazardous or toxic substance or material which is regulated or controlled by applicablelaws.SellerhasnotreceivedwrittennoticefromanypartyunderaPermittedExceptionasserting anydefaultbySellerundersuch PermittedExceptionwhichremainsunresolvedorsentany writtennotice of default to any counterparty to such Permitted Exception which remains unresolved.

10.10.

Due Diligence Materials. To Seller’s knowledge, all of the Due Diligence Materials that have been or will be delivered or made available by Seller to Buyer in connection with the Propertyaretheversionsused bySeller (in allmaterial respects) intheordinarycourse inthe operationof thePropertyasitrelatestothesubjectmatterthereof.ToSeller’sknowledge,suchDueDiligenceMaterials do not contain any information known by Seller to be materially false or materially misleading.

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10.11.

Leases; Possessory Rights.As of the Effective Date, Seller is not party to any Leases. If, as of the Closing Date Seller has entered into any Leases in accordance with the terms of this Agreement, then, the following representations and warranties shall be made by Seller with respect to all suchLeasesineffectontheClosingDate: TheLeaseslistedontheLeaseSchedulearealloftheLeasesto which Seller is a party or otherwise bound, relating to the Property. Seller has delivered to Buyer the true, correct and complete (in all material respects) copies of the Leases. To Seller’s knowledge, Seller has no obligation to perform any work or pay any allowance under the Leases which has not yet been performed orpaid,otherthancustomarymaintenanceandrepairobligationsonthepartoflandlordtobeperformedin accordancewiththeapplicableLease.SellerhasnotreceivedwrittennoticefromanytenantunderaLease asserting any default by Seller under such Lease which remains unresolved or sent any written notice of default to any tenant under a Lease which remains unresolved.There are no leasing commissions or fees payable with respect to any Leases for which Seller is liable that have not been paid in full (such that any such commission or fee could become due or payable after the Closing). Subject to the possessory rights undertheLeases,PermittedExceptionsandServiceContracts(asapplicable),toSeller’sknowledge,there are no other parties in possession of the Property or of any part thereof except Seller, and subject to the foregoing, no other party has been granted any license, lease, sublease or other right relating to the use or possessionofthePropertyby,throughorunderSeller.SellerhasnotconsentedtoanysubleaseofanyLease which is currently in effect.

10.12.

ERISA. Seller (a) has never maintained any “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)),(b) has nevermaintained a“plan” (withinthemeaningof Section4975 of the Code)or(c)is not entity whose underlying assets include “plan assets” (within the meaning of 29 C.F.R. Section 2510-101, as modified by Section 3(42) of ERISA) by reason of a plan’s investment in such entity.

10.13.

Employees.SellerdoesnotemployanyemployeeswithrespecttotheProperty.

10.14.

Tax Assessments. Except as may be included in the Initial Due Diligence Materials,Sellerhasnotreceivednoticeofanycontemplatedoractualspecialtaxassessmentsaffectingthe Property.There are no pending tax contest proceedings with respect to the Property.

10.15.

Bankruptcy.Sellerhasnot(i)madeageneralassignmentforthebenefitof creditors,(ii)filedanyvoluntarypetitioninbankruptcyorsufferedthefilingofanyinvoluntarypetition,

(iii)

sufferedtheappointmentofareceivertotakepossessionofallorsubstantiallyallofSeller’sassets,or

(iv)

sufferedtheattachmentorotherjudicialseizureofanyofSeller’sassets.

10.16.

Anti-Money Laundering, Sanctions, Anti-Corruption. Neither Seller nor, to Seller’s knowledge, any of its beneficial owners is a target of any economic, trade, or financial sanctions, sectoralsanctions,secondarysanctions,tradeembargoes,oranti-terrorismlawsimposedfromtimetotime by the governments of the United States, Canada, and the European Union, including but not limited to those administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”). Seller and, to Seller’s knowledge, each of its beneficial owners is in compliance with all applicable anti-money laundering and anti-terrorist laws, regulations, rules, executive orders and governmentguidanceimposedfromtimetotimebythegovernmentsoftheUnitedStates,Canada,andthe EuropeanUnion,includingthereporting,recordkeepingandcompliancerequirementsoftheBankSecrecy Act(“BSA”),asamended byThe International MoneyLaunderingAbatement andFinancialAnti-Terrorism Act of 2001, Title III of the USA PATRIOT Act (the “Patriot Act”), and other authorizing statutes, executiveordersandregulationsadministeredbyOFAC,andrelatedSecuritiesandExchangeCommission, SRO or other agencyrulesand regulations. Neither Seller nor,to Seller’s knowledge, any of itsbeneficial ownersis a person orentitywith whom Buyer isrestrictedfrom doing business with underthe PatriotAct and regulations promulgated pursuant thereto, including without limitation persons and entities named on

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the OFAC Specially Designated Nationals and Blocked Persons List. Notwithstanding the foregoing, the “beneficial owners” for purposes of this Section 10.16shall exclude the holders of any publicly traded securities.

10.17.

TIF Districts. The Property constitutes part of a tax increment financing reinvestmentzonepursuanttothatcertain(a)OrdinanceNo.29340,authorizedbytheDallasCityCouncil on May 14, 2014, designating Tax Increment Financing Reinvestment Zone Number Twenty (MallArea RedevelopmentTIF District) pursuanttoChapter 311oftheTexasTaxCode,and(b)theProjectPlan and Reinvestment Zone Financing Plan authorized by Resolution No. 15-1145 and Ordinance No. 29771 on June17,2015(collectively,the“TIFDistrict”).Sellerisnotpartytoanyspecificagreementsgrantingtax increment financing or other economic incentives to Seller with respect to the Property.

10.18.

Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in thisAgreement (subject to permitted updates thereto pursuant to Section13.1, as applicable) shall survive Closing for a period of nine (9) months (as applicable, the “SurvivalPeriod”);exceptthatforpurposesoftheFundamentalRepresentations(definedbelow)theSurvivalPeriod shallbeaperiodoftwelve(12)monthsfollowingtheClosingDate.NoclaimbyBuyerforabreachofany representation or warranty of Seller shall be actionable or payable following Closing if the breach in question results from a condition, state of facts or other matter of which Buyer has knowledge prior to Closing (in this regard, Buyer shall be deemed to have knowledge of all Initial Due Diligence Materials andanyAdditionalDueDiligenceMaterialsdeliveredtoBuyerbySellerfollowingBuyer’swrittenrequest thereforinaccordancewithSection7.1).Inaddition,noclaimforabreachofanyrepresentationorwarranty of Seller shall be actionable or payable following the Closing Date unless: (a) the claims for all such breaches collectively aggregate $10,575 or more, in which event the full amount of such claims shall be actionable; (b) written notice containing a description of such breach shall have been given by Buyer to Seller prior to the expiration of the Survival Period (a “Claim Notice”); and (c) Buyer commences a litigationactionwithrespecttotheapplicableClaimNoticewithinforty-five(45)daysfollowingthegiving oftheapplicableClaimNotice.Fortheavoidanceofdoubt,therepresentationsandwarrantiesofSellerset forth in this Agreement shall survive Closing solely for the duration of the Survival Period, subject to Buyer’srighttoprovideaClaimNoticeandcommencealitigationactionasdescribedabove,evenifsuch litigation action continues beyond the Survival Period.Notwithstanding the foregoing or anything else to the contrary, in no event shall Seller be liable to Buyer for breaches of any representations or warranties made by Seller in excess of an aggregate amount equal to 2.25% of the Purchase Price (the “LiabilityCap”).For the avoidance of doubt, in no event shall the Liability Cap apply to: (i) claims to the extent arisingfromthefraudofSelleroranyofSeller’saffiliates,officers,directors,members,oremployees,(ii) prorationsandadjustmentsunderSection5above,(iii) brokeragecommissionspayableunderSection20,

(iv)attorneys’feesorotherenforcementamountspayableunderSection22.12(asdistinguishablefromany other judgment, settlement or award payable under Section 22.12), or (v) any indemnification obligations of Seller under this Agreement that expressly survive Closing. The foregoing provision shall survive the Closing.ForpurposesofthisAgreement,“FundamentalRepresentations”shallmeantherepresentations and warranties of Seller set forth in Sections 10.1, 10.2, 10.3, 10.4, 10.6, 10.8and 10.16.

10.18.1.

IntentionallyOmitted.

10.19.

Seller’sKnowledge.Wheneverthephrases“toSeller’sknowledge”oranysimilar phrase is used herein, those phrases mean the actual knowledge, without any obligation to inquire or investigate, of Eric Dinenberg (the “Seller Knowledge Party”).Seller Knowledge Party is the person or persons affiliated with Seller that is highly familiar with the subject matter of the representations and warrantiesofSellersetforthinthisAgreementthatarequalifiedbySeller’sknowledgeorwordsofsimilar import. Notwithstandingthe foregoing or anything else to the contrary,the representations and warranties containedinSection10(and,asapplicable,elsewhereinthisAgreement)aretherepresentationsand

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warranties of Seller and in no event or circumstances will be construed as either the individual representations and warranties of Seller Knowledge Party or to create any individual or other personal liability for Seller Knowledge Party.

10.20.

WAIVERAND RELEASE. EXCEPTAS EXPRESSLYSET FORTH INTHIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKINGAND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER,EXPRESSEDORIMPLIED,WITHRESPECTTOTHEPROPERTY,INCLUDING,BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY,FITNESS FORAPARTICULAR PURPOSE,TITLE (OTHERTHAN SELLER'S LIMITED WARRANTY OF TITLE TO BE SET FORTH IN THE DEED), ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY.BUYER ACKNOWLEDGESANDAGREES THAT UPON CLOSING SELLER SHALL SELLAND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS", EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENTORANYINSTRUMENTDELIVEREDBYSELLERATCLOSING.BUYERHASNOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY,WITHOUTLIMITATION,PROPERTYINFORMATIONPACKAGESDISTRIBUTED WITH RESPECTTO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGER OF THEPROPERTY, ORANYREALESTATE BROKERORAGENTREPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLYORINWRITING,UNLESSSPECIFICALLYSETFORTHINTHISAGREEMENTORANY INSTRUMENTDELIVEREDBYSELLERATCLOSING.BUYERREPRESENTSTOSELLERTHAT BUYERHASCONDUCTED,ORWILLCONDUCTPRIORTOCLOSING,SUCHINVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELFASTOTHECONDITIONOFTHEPROPERTYANDTHEEXISTENCEORNONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY,ANDWILLRELYSOLELYUPON SAMEANDNOTUPONANYINFORMATIONPROVIDEDBYORONBEHALFOFSELLERORITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIESAND COVENANTS OF SELLERASARE EXPRESSLY SET FORTH IN THISAGREEMENT ORANY INSTRUMENT DELIVERED BY SELLERAT CLOSING. UPONCLOSING,BUYERACKNOWLEDGESTHE RISKTHATADVERSE MATTERS,INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER'S INVESTIGATIONS, AND BUYER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER (AND SELLER'S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEESANDAGENTS) FROMANDAGAINSTANYANDALLCLAIMS, DEMANDS, CAUSES OF ACTION, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER,KNOWNORUNKNOWN,WHICHBUYERMIGHTHAVEASSERTEDORALLEGED AGAINST SELLER (AND SELLER'S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES ANDAGENTS)ATANYTIMEBYREASONOFORARISINGOUTOFANYLATENTORPATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OFANYAPPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION,ANYENVIRONMENTALLAWS)ANDANYAND ALLOTHERACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE

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PROPERTY, IN EACH CASE OTHER THAN (COLLECTIVELY, THE “EXCLUDED CLAIMS”) (i) CLAIMSTOTHE EXTENTARISING FROMMATTERS SPECIFICALLYSETFORTHINANDTHUS SUBJECTTOTHISAGREEMENTORANYINSTRUMENTDELIVEREDBYSELLERATCLOSING,

(ii)

CLAIMSTOTHE EXTENTARISING FROMTHE FRAUD OF SELLER, RELATED SELLER OR ANY OF SELLER’S OR RELATED SELLER’S AFFILIATES, OFFICERS, DIRECTORS, MEMBERS OR EMPLOYEES.BUYER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE DATE OF CLOSING, UNLESS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT OR ANY INSTRUMENT DELIVERED BY SELLERAT CLOSING, BUYER SHALL HAVE NO RIGHT TO REQUIRE SELLER TO PERFORM, ANDSELLERSHALLHAVENOOBLIGATIONTOPERFORMSUCHCLEAN-UP,REMOVALOR REMEDIATION FOLLOWING THE CLSOING DATE.AS PART OF THE PROVISIONS OF THIS SECTION 10.20, BUT NOT AS A LIMITATION THEREON, BUYER HEREBY AGREES, REPRESENTSANDWARRANTSTHATTHEMATTERSRELEASEDHEREINARENOTLIMITED TOMATTERSWHICHAREKNOWNORDISCLOSED,ANDBUYERHEREBYWAIVESANYAND ALL RIGHTS AND BENEFITS WHICH IT NOW HAS, OR IN THE FUTURE MAY HAVE CONFERREDUPONIT,BYVIRTUEOFTHEPROVISIONSOFFEDERAL,STATEORLOCALLAW, RULES OR REGULATIONS, OTHER THAN WITH RESPECT TO THE EXCLUDED CLAIMS. SELLERAND BUYERACKNOWLEDGEANDAGREETHATTHE COMPENSATIONTO BE PAID TO SELLER FOR THE PROPERTY WAS NEGOTIATED TAKING INTO ACCOUNT THAT THE PROPERTYISBEINGSOLDSUBJECTTOTHETERMSANDPROVISIONSOFTHISSECTION

10.20.SELLERANDBUYERAGREETHATTHETERMSANDPROVISIONSOFTHISSECTION

10.20SHALLSURVIVECLOSING.

11.

CovenantsofSeller.

11.1.

SellerObligationsPriortoClosing.Duringtheperiodcommencingonthe Effective Date and ending on the Closing Date, Seller shall:

11.1.1.

Notenterintoanynewagreementorcontract(includinganyLease)that would be binding upon Buyer or the Property or any portion thereof without the written consent of Buyer ineachinstance,whichmaybegivenorwithheldinBuyer’ssolediscretion.Notwithstandingtheforegoing or anything else to the contrary:

11.1.1.1.

Seller is entitled to terminate or amend any existing Service Contractinitsdiscretion,providednosuchamendmentshallextendthethen-currenttermoftheapplicable Service Contract beyond the Closing Date unless the same is on commercially reasonable terms, is consistent with Seller’s ordinary course of business and is otherwise terminable upon no more than thirty

(30)days’noticewithoutpenaltyorfee;

11.1.1.2.

Seller is entitled to enter into any new Service Contract in its discretionconsistentwithSeller’sordinarycourseofbusiness,provided,thatifthetermofsuchnewService ContractmayextendbeyondtheClosingDate,suchServiceContractmustbeoncommerciallyreasonable terms and be terminable upon no more than thirty (30) days’notice without penalty or fee;

11.1.1.3.

Seller may enter into Leases that constitute short-term license agreements permitting temporary events (such as carnivals, amusement parks, circuses, holiday events, concertsorsimilarusesorothertemporaryusesinSeller’sreasonablediscretion)onvacantportionsofthe Property; provided, that (a) no such license shall grant any leasehold or other possessory interest in the Property (other than the license interest itself), (b) any such license shall require the licensee to comply with all applicable legal requirements and carry commercially reasonable insurance, and (c) if the term of

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such license will extend past June 1, 2027 (taking into account all extensions or other options, even if the exercisethereofisatthediscretionofoneorbothpartiestosuchlicense),thensuchlicenseshallbesubject to Buyer’s prior written approval, not to be unreasonably withheld, conditioned or delayed. For the avoidanceofdoubt,anylicenseenteredintoinaccordancewiththisSection11.1.1.3shallconstituteaLease for all purposes under this Agreement;

11.1.1.4.

Seller may terminate the Leases and/or the possessory rights thereunderandotherwiseenforcetheLeasesinSeller’sdiscretionconsistent withSeller’sordinarycourse of business (including if due to a tenant or licensee default thereunder); and

11.1.1.5.

IntentionallyDeleted.

SelleragreestokeepBuyerreasonablyapprisedwithrespecttothemattersdescribedinthisSection11.1.1.

11.1.2.

(i) not create, incur or suffer to exist any mortgage, deed of trust, lien, pledgeorotherencumbrancearisingby,throughorSellerinanywayaffectinganyportionoftheProperty that will survivethe Closing (subject to the other applicable terms and provisions of thisAgreement); asa point of clarity, and notwithstanding anything to the contrary, between the Effective Date and Closing, Seller is entitled to refinance existing debt (including mortgage debt) and/or procure new debt (including mortgagedebt),solongasanylienrelatedtoanysuchdebt(totheextentaffectingtheProperty)isreleased on or before Closing and, provided, that the parties agree that any such refinancing or new debt (to the extent affecting the Property) is deemed to be a Mandatory Cure Item and (ii) not consent to any tenant underanyLeaserecordingorplacingofrecordanyleaseholdmortgage,deedoftrust,lien,pledgeorother encumbrance in any way affecting any portion of the Property and, if any such tenant records any of the foregoing in violation of such tenant’s lease, use commercially reasonable efforts to cause such tenant to removeallsuchitemsplacedofrecordundertheLease,whichcommerciallyreasonableeffortsshallinclude declaringadefaultundertheLeaseandpursuingappropriateremediespermittedundertheLeaseasaresult thereofasreasonablydeterminedbySellerinconsultationwithBuyer.Fortheavoidanceofdoubt,nothing in this Section 11.1.2shall limit Buyer’s rights to object to title exceptions under Sections 8.3and 8.4or Seller’s obligations with respect to Mandatory Cure Items;

11.1.3.

NotmodifythezoningforthePropertywithoutthepriorwrittenconsent ofBuyer,whichmaybegivenorwithheldinBuyer’ssolediscretion(subjecttoSection7.3,asapplicable) andnotmateriallychangethephysicalconditionofthePropertyfromtheconditionexistingontheEffective Date without Buyer’s prior written consent, which may be given or withheld in Buyer’s sole discretion;

11.1.4.

Operate the Property and maintain insurance thereon in substantial accordance with past practice ineffect prior tothe Effective Date, reasonable wear and tear excepted;and

11.1.5.

FurnishtoBuyercopiesofanywrittennotice,claim,ordemandreceived bySellerduringthependencyofthisAgreementthatwouldmateriallychangeanyrepresentationgivenby Seller herein.

11.2.

Service Contracts. No later than the expiration of the Inspection Period, Buyer willadviseSellerinwritingwhichServiceContractsBuyerelectstoassumeatClosingandwhichService Contracts Buyer requires to be terminated at Closing (in this regard, if Buyer fails to provide such notice, Buyer shall be deemed to have assumed all Service Contracts).Seller shall deliver notices of termination of all Service Contracts that are not so assumed so that the same are terminated on or before the Closing Date.Notwithstandingtheforegoing,innoeventshallBuyerhavetherighttoassumeanyServiceContracts thatautomaticallyterminateinconnectionwithasaleofthePropertyandSellershallterminateeffectiveas

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of the Closing Date all Service Contracts with any affiliate of Seller or Related Seller (even if Buyer does not elect to assume the same).

11.3.

Management and Leasing Agreements. Notwithstanding any term of this Agreement to the contrary,on or before the Closing, Sellershall cause anyexisting propertymanagement and/or leasing agreements to which Seller is a party or otherwise bound that affect the Property, to be terminated.

11.4.

Exclusivity.FromtheEffectiveDateuntiltheClosingDate(orearliertermination of thisAgreement) Seller (on behalf of itself and its partners, officers, directors and members) agrees that itwillnotandwillnotknowinglypermitanyofitsbrokers,findersorrepresentativesto,activelyentertain, solicitorenterintoanyotheroffers,agreementsornegotiationsfororwithrespecttothesaleorthegranting ofrightstopurchasetheProperty (oranyinterest therein),orforanysaleorjointventurepertainingtothe Property; provided, however, that Seller shall not be deemed to be in breach of this Section 11.4solelyas a result of (i) receiving unsolicited communications from third parties (including brokers) regarding the Property as long as Seller does not engage in substantive negotiations in response to any such unsolicited communications and promptly notifies such party that the Property is under contract, (ii) the sales of any publicly traded shares of any direct or indirect ownersof Seller,(iii) the sale of equityinterests ina direct orindirectownerofSeller,provided,that,withrespecttothisclause(iii),(a)thesalealsoinvolvesinterests inrealpropertyotherthantheProperty,(b)thesaleisforavalidbusinesspurposeandisnotdesignedwith the intent to circumvent the restrictions of this Section 11.4and (c) the purchaser of such equity interests shallremainboundtocauseSellertocomplywiththetermsofthisAgreementand,uponrequestbyBuyer, such purchaser shall execute an acknowledgement confirming the same.

11.5.

Updated Information. Between the Effective Date and the Closing Date, Seller shall, promptly following receipt thereof by Seller (or its affiliates or property manager) following the Effective Date, deliver to Buyer copies of all of the following: (i) written notices of any of the types of matters described in Section 10.6, written notices of violations issued by any applicable governmental authority (including violations of environmental laws) with respect to Seller, Related Seller, the Property and/or the Related Property, and any other written notices that are reasonably likely to impact the Entitlementsand/orBuyer’soperationorownershipand/orthedevelopmentofthePropertyortheRelated Property following Closing, (ii) all new Service Contracts, Leases and Permitted Exceptions entered into bySelleroranyamendmentsormodificationsthereof,and(iii)excepttotheextentthatanyofthefollowing items are delivered to Seller by or on behalf of Buyer, material written communications pertaining to the ProjectortheEntitlements,including,withoutlimitation,materialwrittencorrespondencefromtheCityof Dallas, any neighbors or stakeholders in the area where the Property is located, etc.

12.

RepresentationsandWarrantiesofBuyer.AsoftheEffectiveDate,Buyerhereby warrants and represents to Seller as follows:

12.1.

Organization; Authority. Buyer is an entity which is duly organized, validly existingandingoodstandingunderthelawsofthestateofitsorganization.Buyerisauthorizedtotransact business in the state in which the Property is located. Buyer has full power and authority to enter into and perform this Agreement in accordance with its terms without the necessity of obtaining any third-party approval(otherthanthosewhichhavebeenobtainedbyBuyer),andthepersonsexecutingthisAgreement on behalf of Buyer have been dulyauthorized to do so.Buyer representsthat theorganizationalchart and the redacted organizational documents of Buyer (establishing purpose and authority to approve and consummatethetransactionscontemplatedhereunder)thatBuyerpreviouslyprovidedtoSellerpriortothe Effective Date are true and correct in all material respects.

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12.2.

Contract Enforceable. This Agreement resulted from an arm’s-length negotiation, has been duly executed and delivered by Buyer and constitutes a legal, valid, and binding obligationofBuyer,enforceableagainstBuyerinaccordancewiththetermshereof,exceptasenforceability hereofmaybelimitedbybankruptcy,insolvency,orreorganizationlawsorapplicableprinciplesofequity.

12.3.

Consents and Approvals; No Violation. Neither the execution and delivery of thisAgreementby Buyer nor the consummation by Buyer ofthetransactionscontemplated hereby will (i) require Buyer to file or register with, notify, or obtain any permit, authorization, consent, or approval of, any governmental, quasi-governmental, or regulatory authority (subject to Section 7.3, as applicable); (ii) breachanyprovisionsoftheorganizationaldocumentsofBuyer;(iii)violateorbreachanyprovisionof,or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default), under any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement, covenant, exclusive or other instrument, commitment, or obligationto which Buyer is a party, orbywhichBuyeroranyofBuyer’smaterialassetsmaybebound;or(iv)violateanyorder,writ,injunction, decree, judgment, statute, law, or ruling of any court or governmental authority applicable to Buyer, or to Buyer’s knowledge, any of Buyer’s material assets.

12.4.

Litigation. There is no action, suit, arbitration, unsatisfied order or judgment, governmentinvestigationorproceedingpendingagainst Buyerand,toBuyer’sknowledge,noaction,suit, arbitration, unsatisfied order or judgment, or government investigation is currently threatened in writing against Buyer, which,ineithercase,if adversely determined, wouldhaveanadverse impact onthe ability of Buyer to perform Buyer’s obligations under this Agreement.

12.5.

Foreign Person and Anti- Money Laundering, Sanctions, Anti-Corruption. Buyer is not a “foreign person” or “foreign corporation” or a “disregarded entity” all as those terms are defined in the internal revenue code, and the regulations promulgated thereunder. Neither Buyer nor, to Buyer’s knowledge, any of its beneficial owners is a target of any economic, trade, or financial sanctions, sectoralsanctions,secondarysanctions,tradeembargoes,oranti-terrorismlawsimposedfromtimetotime by the governments of the United States, Canada, and the European Union, including but not limited to those administered or enforced by the OFAC. Buyer and, to Buyer’s knowledge, each of its beneficial ownersisincompliancewithallapplicableanti-moneylaunderingandanti-terroristlaws,regulations,rules, executive orders and government guidance imposed from time to time by the governments of the United States, Canada, and the European Union, including the reporting, record keeping and compliance requirements of the BSA, as amended by the PatriotAct, and other authorizing statutes, executive orders and regulations administered by OFAC, and related Securities and Exchange Commission, SRO or other agencyrulesandregulations.NeitherBuyernor,toBuyer’sknowledge,anyofitsbeneficialownersis(and they will not be), a person or entity with whom Seller is restricted from doing business with under the PatriotActandregulationspromulgatedpursuantthereto,includingwithoutlimitationpersonsandentities named on the OFAC Specially Designated Nationals and Blocked Persons List.

12.6.

Bankruptcy.Buyerhasnot(i)madeageneralassignmentforthebenefitof creditors,(ii)filedanyvoluntarypetitioninbankruptcyorsufferedthefilingofanyinvoluntarypetition,

(iii)

sufferedtheappointmentofareceivertotakepossessionofallorsubstantiallyallofBuyer’sassets,or

(iv)

sufferedtheattachmentorotherjudicialseizureofanyofBuyer’sassets.

12.7.

Buyer’s Knowledge. Whenever the phrases “to Buyer’s knowledge” or any similar phrase is used herein, those phrases mean the actual knowledge of Steve Garfinkel (“BuyerKnowledge Party”).The Buyer Knowledge Party is the person or persons affiliated with Buyer that is highly familiar with the subject matter of the representations and warranties of Buyer set forth in this Agreement that are qualified by Buyer’s knowledge or words of similar import. Notwithstanding the foregoingoranythingelsetothecontrary,therepresentationsandwarrantiescontainedinSection12(and,

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asapplicable,elsewhereinthisAgreement)aretherepresentationsandwarrantiesofBuyerandinnoevent or circumstances will be construed as either the individual representations and warranties of Buyer Knowledge Party or to create any individual or other personal liability for Buyer Knowledge Party.

13.

ConditionsPrecedent

13.1.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer under thisAgreementaresubjecttosatisfactionorwrittenwaiverbyBuyerofeachofthefollowingconditionsor requirements on or before the Closing Date:

13.1.1.

Seller’swarrantiesandrepresentationsunderthisAgreementaretrueand correctasoftheEffectiveDateandtrueandcorrectinallmaterialrespectsasoftheClosingDate;provided, that, if, as of the Closing Date, any of Seller’s representations or warranties is not true and correct in all material respects (a “Rep Breach”), then, such Rep Breach shall only constitute a failure of Buyer’s conditiontoClosingsetforthinthisSection13.1.1andshallnotconstituteabreachorSellerDefaultunder thisAgreement (any such Rep Breach, an “FC Rep Change”) if such Rep Breach (i) occurs by virtue of thepassageoftimeand(ii)doesnotarisefromtheactsoromissions(wherethereisadutytoact)ofSeller. Notwithstandingtheforegoing,if,asoftheClosingDate,Sellermodifiesitsrepresentationsandwarranties underthisAgreementtoreflect (a)anystateoffactsapprovedorconsentedtobyBuyer(inwriting)during thetermofthisAgreement,(b)aCondemnationdisclosedtoBuyerinaccordancewithSection9(including any for which Buyer waived its termination right, or did not have a termination right, underSection 9.1),

(c)ataxcontestproceedingcommencedbySellerintheordinarycourseofbusiness,or(d)anyactiontaken bySellerthatisexpresslypermittedpursuanttothetermsofthisAgreement,noneofthechangesdescribed in clauses (a) through (d) above shall constitute a Rep Breach;

13.1.2.

Seller is not in Seller Default hereunder beyond applicable notice and cure periodshereunder andRelated Selleris notin “Seller Default” (as definedinthe RelatedAgreement) beyond applicable notice and cure periods under the Related Agreement;

13.1.3.

the obligations of Seller contained in this Agreement have been performed in all material respects;

13.1.4.

EscrowAgenthasconfirmedinwritingthatitisunconditionally(except payment of the applicable premium to be paid at Closing), prepared to issue an owner’s title policy of insurance to Buyer in the amount of the Purchase Price, subject only to the Permitted Exceptions, and including such endorsements and expanded coverage (the costs of which are to be paid by Buyer) that the EscrowAgentconfirmedduringtheInspectionPeriodwasavailableforissuanceinafinaltitlepolicybased on the Commitment (the “Title Policy”); and

13.1.5.

Seller shall deliver to Buyer, at least five (5) Business Days prior to the Closing Date, a duly executed and acknowledged estoppel certificate, in a form reasonably approved by Buyer, from each of the tenants or licensees of the Property that are party to a Lease that will be in effect ontheClosingDate(collectively,the“TenantEstoppelCertificates”),datednomorethanforty-five(45) days prior to the Closing Date and disclosing no information that conflicts (in any material and adverse respect) with the applicable Lease or any representation or warranty of Seller set forth in thisAgreement. Buyer shall provide Seller with a completed draft of each Tenant Estoppel Certificate prior to Seller transmitting such draft to such tenant for Seller’s reasonable review and approval. Seller shall deliver to Buyer copies of the signed Tenant Estoppel Certificates, or any comments to the same received from the tenants,promptlyfollowingSeller’sreceiptthereof.Buyershallrespondpromptlytoeachoftheforegoing requests.Asapointofclarity,andnotwithstandinganythingtothecontrary,ifSellerfailstoprocureanyof theTenant Estoppel Certificates and Sellerotherwiseused commercially reasonable effortsto obtain such

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TenantEstoppelCertificates,SellershallnotinanywaybedeemedtobeinbreachorSellerDefaultunder this Agreement but the same shall constitute a failure of condition under this Section 13.1.5. Notwithstanding anything contained in thisAgreement to the contrary, if Seller delivers to Buyer a fully executedTenantEstoppelCertificatethatcomplieswithallrequirementssetforthinthisSection13.1.5and which attaches afull copyof the applicable Leasetosuch fully executedTenantEstoppel Certificate,then SellershallnothaveliabilityfortherepresentationofSellersetforthinthesecondsentenceofSection

10.11withrespecttosuchLease(andonlysuchLease).

13.1.6.

AllconditionsprecedenttoBuyer’sobligationtocloseundertheRelated Agreement are fully satisfied or have been waived by Buyer (in writing).

13.2.

Conditions Precedent to Seller’s Obligations. The obligations of Seller under thisAgreementaresubjecttosatisfactionorwrittenwaiverbySellerofeachofthefollowingconditionsor requirements on or before the Closing Date: (i) Buyer’s warranties and representations under this Agreement are true and correct as of the Effective Date and true and correct in all material respects at Closing (subject toupdatestheretowhich may bemadein the ordinary coursethrough nointentionalfault on the part of Buyer, for which updates Buyer shall have no liability to Seller with respect thereto or otherwise be in default hereunder); in this regard, Buyer shall promptly notify Seller of any such updates upon Buyer being made aware thereof); (ii) Buyer is not in Buyer Default hereunder beyond applicable noticeandcureperiods;(iii)theobligationsofBuyercontainedinthisAgreementhavebeenperformedin all material respects; and (iv) all conditions precedent to Related Seller’s obligation to close under the RelatedAgreement are fully satisfied or have been waived by Related Seller (in writing).

13.3.

Effect of Failure of Condition Precedent.So long as a party is not in Seller Default or Buyer Default, as applicable, hereunder beyond applicable notice and cure periods, if any condition to such party's obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date, then subject to any applicable notice and cure periods provided in Section 17.1and Section17.2, the party benefited by such condition shall, in its sole discretion, either (i) terminate thisAgreement by delivering written notice to the other party on or before the Closing Date (as the Closing Date may be extendedasprovidedbelow)orsuchearlierdateasisprovidedherein,provided,thattheRelatedAgreement must also be terminated simultaneously or (ii) elect to close notwithstanding the non-satisfaction of such condition, in which event of an election to close such party shall be deemed to have waived any such condition, provided, that anelection to waive and proceed to closing shall only bepermittedif the closing will simultaneously occur under the RelatedAgreement. If such party elects to terminate thisAgreement, then thisAgreement shall terminate, and neither party shall have any further obligations hereunder, other than those obligations that expressly survive the termination of this Agreement; provided that if such unsatisfiedconditionarisesfromaSellerDefaultorBuyerDefault,asapplicable,bynon-terminatingparty, then subject to any applicable notice and cure periods provided in Section 17.1and Section 17.2, the terminating party shall have the right to exercise any additional or alternative remedies available with respect to the subject Seller Default or Buyer Default, as applicable, to the extent specifically set forth in Section 17.1or Section 17.2, as applicable.

14.

Closing.The closing (the “Closing”) of the transactions contemplated by thisAgreement will occur through an escrow established at the offices of EscrowAgent not later than 4:00 p.m. CST on theClosingDate.ThedateofClosingwillbetheClosingDatesetforthintheKeyTermsSummary.TIME SHALLBE OFTHE ESSENCE with respecttoeachparty’sobligation to consummatethe Closing onthe Closing Date, as the same may be extended pursuant to any express provision of this Agreement. NotwithstandinganythingcontainedinthisAgreementtothe contrary,the obligations ofSeller andBuyer to consummate the Closing under this Agreement are expressly conditioned upon the simultaneous consummationoftheclosingundertheRelatedAgreement,andnopartyshallbeobligatedtoconsummate theClosing,andneitherEscrowAgentnorFundingAgentshallreleaseanydocumentsorfundswithrespect

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totheClosing,unlesstheclosingundertheRelatedAgreementoccursconcurrentlywiththeClosingunder thisAgreement.

15.

Possession. Seller shall deliver possession of the Property to Buyer at Closing (subject to the other applicable terms and provisions of thisAgreement, including the Leases, the Service Contracts not required to be terminated on or before the Closing Date and the Permitted Exceptions, as applicable).

16.

ClosingDocuments.

16.1.

SellerClosingDeliverables.AtorpriortoClosing,SellershalldelivertoEscrow Agentthefollowingdocuments,tobereleasedand(asapplicable)recordedbyEscrowAgentuponClosing:

16.1.1.

ThedulyexecutedandacknowledgedDeedintheformattachedhereto

asExhibitC;

16.1.2.

Adulyexecuted counterpart of theAssignment of Service Contracts (to the extent Buyer has elected to assume the same or is otherwise required to assume the same pursuant to thisAgreement), in the form attached hereto as Exhibit D(the “Assignment of Contracts”);

16.1.3.

A duly executed counterpart of the Assignment and Assumption of Leases, inthe formattached heretoas Exhibit E(the “Assignment of Leases”), ifany Leasesare ineffect on the Closing Date;

16.1.4.

AdulyexecutedcounterpartoftheAssignmentofIntangiblePropertyin the form attached hereto as Exhibit F(the “Assignment of Intangibles”);

16.1.5.

A dulyexecutedcounterpartoftheBillofSaleintheformattached hereto as Exhibit G(the “Bill of Sale”);

16.1.6.

Anotice to each party to each Service Contract (to the extent Buyer has electedtoassumethesameorisotherwiserequiredtoassumethesamepursuanttothisAgreement),inthe form attached hereto as Exhibit H(each, a “Vendor Notice”), to be sent to all applicable recipients by Buyer following Closing;

16.1.7.

Anotice to each tenant under the Leases, in the form attached hereto as Exhibit I(each, a “Tenant Notice”), to be sent to all applicable recipients by Buyer following Closing, if any Leases are in effect on the Closing Date;

16.1.8.

Allowner’saffidavitsorcertificates,corporateauthorizations,evidence of Seller’s capacity and authority for the Closing and other documents in form and scope required by the EscrowAgenttodelivertitleinsuranceinaccordancewithSection13.1(iii)aboveorotherwisetoeffectuate Closing (provided the same are otherwise in form and substance reasonably acceptable to Seller);

16.1.9.

AcompletedandexecutedIRSFormW-9orFIRPTAaffidavitforSeller;

16.1.10.

AdulyexecutedcounterpartoftheSettlement Statement;

16.1.11.

IntentionallyOmitted;

16.1.12.

An updated rent roll dated within three (3) Business Days prior to the Closing Date, if any Leases are in effect on the Closing Date; and

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16.1.13.

On the Closing Date, Seller shall deliver to Buyer or make available at the Property, as applicable, a set of keys and/or access cards to the Property, together with, as applicable, any security or other codes necessary to access the Property or any part thereof.

16.2.

BuyerClosingDeliverables.At or priortoClosing,Buyershalldeliver (i)solely withrespecttoSection16.2.1,toFundingAgentthefundsrequiredundersuchSectionand(ii)withrespect to all other subsections of this Section 16.2, to EscrowAgent the following documents and deliverables required thereunder, to be released and (as applicable) recorded by Funding Agent or EscrowAgent (as applicable) upon Closing

16.2.1.

Wire transfer of immediately available federal funds in the amount required under Section 4;

16.2.2.

AdulyexecutedcounterpartoftheAssignmentofContracts;

16.2.3.

AdulyexecutedcounterpartoftheAssignmentof Leases,if anyLeases are in effect on the Closing Date;

16.2.4.

AdulyexecutedcounterpartoftheAssignmentofIntangibles;

16.2.5.

AdulyexecutedcounterpartoftheBillofSale

16.2.6.

AdulyexecutedcounterpartofeachVendorNotice;

16.2.7.

Adulyexecutedcounterpart of eachTenant Notice,ifany Leasesarein effect on the Closing Date;

16.2.8.

AdulyexecutedcounterpartoftheSettlement Statement;

16.2.9.

IntentionallyOmitted;and

16.2.10.

All affidavits or certificates, corporate authorizations, evidence of Buyer’s capacity and authority for the Closing and other documents in form and scope required by the EscrowAgenttodelivertheTitlePolicyorotherwisetoeffectuateClosing(providedthesameareotherwise in form and substance reasonably acceptable to Buyer).

17.

Breach,Termination,andExpiration.

17.1.

Breach byBuyer.If Buyer (i) defaultsinits obligation topaythe Purchase Price atClosing,consummatetheClosingorperformanyofitsotherobligationstobeperformedontheClosing Date as required by thisAgreement and such default is not cured within five (5) days following Buyer’s receipt of written notice from Seller of such default, (ii) Buyer fails to fund any Deposit as and when the sameisrequiredtobefundedinaccordancewiththeprovisionsofSection7.4andsuchfailureisnotcured within five (5) days following Buyer’s receipt of written notice from Seller of such failure, (iii) if Buyer breachesanyothermaterialcovenantorfailstoperformanymaterialobligationofBuyercontainedinthis Agreement (i.e., any material covenant or obligation to be performed by Buyer prior to the Closing Date) andsuchbreachisnotcuredwithinthirty(30)daysfollowingBuyer’sreceiptofwrittennoticefromSeller ofsuchbreachorfailure,(iv)if,asoftheClosingDate,thereisamaterialbreachofBuyer’swarrantiesand representations made in thisAgreement (subject to permitted updates thereto pursuant to Section 13.2, as applicable)andsuchbreachisnotcuredwithinthirty(30)daysfollowingBuyer’sreceiptofwrittennotice fromSellerofsuchbreachor(v)a“BuyerDefault”(asdefinedintheRelatedAgreement)hasoccurred

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under the Related Agreement and is continuing, then, any of the foregoing clauses (i) through (v) shall constitutea“BuyerDefault”andupontheoccurrenceandduringthecontinuanceofaBuyerDefault,Seller shall be entitled to terminate thisAgreement upon written notice to Buyer and retain the First Deposit and the Release Payments as full liquidated damages and as Seller’s sole and exclusive remedy for any such Default by Buyer; provided, that as a condition to such termination, Related Seller is also terminating the RelatedAgreementsimultaneously.ThepartiesacknowledgethedifficultyofascertainingSeller’sdamages insuchacircumstanceandagreethattheamountofthe FirstDepositandtheReleasePaymentsrepresents a reasonable and mutual attempt by Buyer and Seller to anticipate the consequence to Seller of the applicableBuyerDefault.Upondeliveryofanysuchterminationnotice,thisAgreementshallautomatically terminate and the parties shall have no further obligations or liabilities hereunder other than those that expressly survive a termination of this Agreement.

17.2.

BreachbySeller.IfSeller(i)defaultsinitsobligationtoconsummatetheClosing or perform anyofits otherobligations tobeperformedon the Closing Date as required bythisAgreement andsuchdefaultisnotcuredwithinten(10)BusinessDaysfollowingSeller’sreceiptofwrittennoticefrom Buyer of such default, (ii) if Seller breaches any other material covenant or fails to perform any material obligation of Seller contained inthisAgreement (i.e.,any material covenant or obligationto be performed by Seller prior tothe Closing Date) and such breach isnot cured withinthirty(30) days following Seller’s receiptofwrittennoticefromBuyerofsuchbreachorfailure,(iii)if,asoftheClosingDate,thereisaRep Breach(otherthananFCRep Change)andsuchRepBreachisnotcuredwithinthirty(30)daysfollowing Seller’s receipt of written notice from Buyer of such Rep Breach, or (iv) a “Seller Default” (as defined in the Related Agreement) has occurred under the Related Agreement and is continuing, then, any of the foregoing clauses (i) through (iv) shall constitute a “Seller Default”, and upon the occurrence and during the continuance of a Seller Default, Buyer may at its option, as its sole and exclusive remedy, (a) waive saidSellerDefaultandproceedtoClosingwithoutanyreductioninthePurchasePrice,provided,thatBuyer hasalsowaivedany“SellerDefaults”(asdefinedintheRelatedAgreement)underthe RelatedAgreement and the closing under the Related Agreement will occur simultaneously with the Closing hereunder, (b) terminatethisAgreementuponwrittennoticetoSeller,whereupon,SellershallbeobligatedtopaytoBuyer (within ten (10) Business Days following the giving of such termination notice) a full refund of the First DepositandallReleasePaymentspreviouslypaidbyBuyerandreimbursementtoBuyerbySellerofactual andverifiableout-of-pocketcosts(excludingtheFirstDepositandtheReleasePayments)incurredbySeller inconnectionwiththistransaction(the“Pursuit Costs”),inanaggregateamountnottoexceed $211,500, whichPursuitCostsshallbepaidbySellertoBuyerwithinten(10)BusinessDaysafterthedatethatBuyer provides Seller with a written invoice therefor, together with reasonable evidence of the subject Pursuit Costs, which may be provided in the form of receipt or invoices, following which, thisAgreement shall automatically terminate and the parties shall have no further obligations or liabilities hereunder other than those that expressly survive a termination of this Agreement, provided, that as a condition to any such termination, Buyer is also simultaneously terminating the Related Agreement; or (c) enforce Seller’s obligation to convey the Property to Buyer pursuant to thisAgreement or any other material obligation of SellerthatisthesubjecttotheapplicableSellerDefaultbysuitforspecificperformance,providedaspecific performanceactionisfiledbyBuyerwithinthirty(30)daysfollowingtheexpirationoftheapplicablenotice andcureperioddescribedinthefirstparagraphofthisSection17.2.Intheeventthatanactionforspecific performance is commenced by Buyer under the Related Agreement in order to enforce the terms thereof, this Agreement shall remain in effect pending the resolution of such action for specific performance and,

(i)iftheresultofsuchactionisthatthat closingundertheRelatedAgreementwilloccur,thentheClosing hereundershalloccuronthesamedateasundertheRelatedAgreement,subjectinalleventstosatisfaction of all conditions to Closing under this Agreement and the Related Agreement (unless waived by Buyer in writing) and (ii) if the result of such action is that the closing under the Related Agreement will not occur and the Related Agreement will instead be terminated under clause (b) of Section 17.2 of the Related Agreement, then this Agreement shall also terminate effective on the same date of termination of the RelatedAgreementinaccordancewithclause(b)ofthisSection17.2.Notwithstandingtheforegoingor

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anything contained in this Agreement to the contrary, in the event Buyer is precluded from bringing an action for specific performance of thisAgreement because of the nature of the Seller Default (e.g., Seller soldthePropertytoanotherpartyinbreachofthisAgreement)underthisAgreementorBuyerisprecluded from bringing an action for specific performance of the RelatedAgreement because of the nature of the “Seller Default” (as defined in the RelatedAgreement) under the RelatedAgreement (e.g., Related Seller sold the Related Property to another partyin breach ofthe RelatedAgreement), ineither such case, Buyer shall be entitled to pursue an action against Seller and Related Seller to recover from Seller and Related Seller any and all actual damages, costs, expenses and losses suffered or incurred by Buyer as a result of such Seller Default hereunder and/or “Seller Default” (as defined in the Related Agreement) under the RelatedAgreement.The provisions of clause (b) of this Section 17.2shall survive any termination of this Agreement until all amounts owed by Seller to Buyer thereunder have been paid to Buyer in full.

17.3.

Cross-Default. Seller andBuyeracknowledge and agree that thisAgreementand the Related Agreement are intended to be fully cross-defaulted and enforced as a single, integrated transaction,and,accordingly,anySellerDefaultorBuyerDefaultunderthisAgreementshallautomatically constitutea“SellerDefault”or“BuyerDefault”(asapplicable)bysuchpartyundertheRelatedAgreement, and any “Seller Default” or“Buyer Default” under theRelatedAgreement shall automatically constitute a Seller Default or Buyer Default (as applicable) by such party under thisAgreement, in each case without thenecessityofanyadditionalnoticeoractionexcepttotheextentexpresslyrequiredundertheapplicable notice and cure provisions of thisAgreement or the RelatedAgreement.

17.4.

Exclusive Remedies. Except as otherwise provided in thisAgreement, the rights and remedies set forth in thisArticle 17are the sole and exclusive remedies available to Seller and Buyer in the event of a breach or default by the other party of thisAgreement.

17.5.

No Personal Liability.Buyer acknowledges and agrees that: (i) the direct and indirect shareholders, partners, members, owners, trustees, officers, directors, employees, agents, contractorsandsecurityholdersofSellerarenotassumingany,andshallhaveno,personalliabilityforany obligations of Seller under thisAgreement.Similarly, Seller acknowledges and agrees that: (i) the direct and indirect shareholders, partners, members, owners, trustees, officers, directors, employees, agents, contractorsandsecurityholdersofBuyerarenotassumingany,andshallhaveno,personalliabilityforany obligations of Buyer under this Agreement.

18.

Assignment. Buyer may assign thisAgreement and Buyer’s rights and obligations under this Agreement to any affiliate of Buyer without Seller’s prior written consent, though in such case the assignor-Buyer will not be released of its obligations under this Agreement and shall remain jointly and severallyliable underthisAgreement withtheassignee-Buyer.In orderto exercise such assignment right, Buyer must provide Seller with written notice of such assignment at least ten (10) days prior to Closing (though the actual assignment instrument may be made to be effective on or before Closing).The Seller maynotassignortransferanyrightsorobligationsunderthisAgreementwithoutthepriorwrittenconsent of Buyer, which consent may be provided or withheld in the sole discretion of Buyer.

19.

Notices.

19.1.

WrittenNotice;DeliveryMethods.Anynoticeorothercommunicationrequired or permitted to be given under thisAgreement, or by law, shall be in writing, delivered to the applicable address below and either (a) personally delivered, (b) sent by any nationally-recognized overnight courier service,deliverychargesprepaid,or(c)sentbyemailwithaPDFattachmentwithanoriginalcopythereof transmitted to the recipient by one of the other means described in clause (a) or (b) of this Section 19.1in the event such notice constitutes a default or termination notice.Any notice required or given hereunder shallbedeemedreceivedthesameBusinessDayifsentbyhanddeliveryorbyemailwithaPDFattachment

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or the next Business Day if sent by overnight courier; provided that, any notice received after 6:00 p.m. CSTonanyBusinessDayorreceivedonanydaythat isnot aBusinessDayshallbedeemedtohavebeen received on the following Business Day. Further, all notices given pursuant to this Agreement will be effective if executed and sent or received by counsel for Buyer or Seller, as applicable.

IftoBuyer:IftoSeller:

c/oInterfaceOperationsLLC

410SouthRampartBoulevard,Suite440 Las Vegas, Nevada 89145

Attention: Steven Garfinkel Email:sgarfinkel@adfam.com

Withacopyto:

Haynes Boone LLP 2801NHarwoodStreet Dallas, Texas 75201

Attention: Stephanie M. Spell, Esq.Email:stephanie.spell@haynesboone.com

Andcopyto:

JacksonWalkerLLP

2323RossAvenue,Suite600

Dallas,Texas75201

Attention:BrianLidji,Esq.andSuzanKedron,Esq. Email: blidji@jw.com and skedron@jw.com

c/oSeritageGrowthProperties Attn: Eric Dinenberg and Matthew Fernand

500FifthAvenue,Suite1530 New York, NY 10110

E:edinenberg@seritage.com; mfernand@seritage.com

Withacopyto:

CondonTobin

Attn: Rory Nerenberg 8080ParkLn.,Suite700

Dallas,TX75231

E:Rnerenberg@condontobin.com

20.

Broker(s).Eachpartyrepresentstotheotherthatithashadnodealingswithanyrealestate broker, agent, or finder in connection with the negotiation of thisAgreement and that it knows of no real estate broker or agent entitled to any commission or finder’s fee in connection with thisAgreement. Each party shall indemnify and hold harmless the other party from and against any and all claims, demands, losses,liabilities,lawsuits,judgments,costs,andexpenses(includingattorneys’feesandcosts)withrespect toanyleasingcommission,finder’sfee,orequivalentcompensationallegedtobeowingonaccountofthe indemnifying party’s dealings with any real estate broker, agent, or finder. The provisions of this Section20survive Closing or the earlier termination of thisAgreement.

21.

Survival. Except as expressly set forth herein with respect to those provisions that expressly survive the Closing Date, the terms and provisions of this Agreement shall merge into the execution and delivery of the Deed at Closing.

22.

AdditionalTerms.

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22.1.

Successors orAssigns.The terms, conditions, covenants, and agreements of this AgreementextendtoandarebindinguponSeller,Buyer,andtheirrespectivesuccessorsandassigns,ifany (provided that this provision is notintendedto provideconsent to an assignment, which assignment rights and restrictions are governed by Section 18).

22.2.

Severability.IfanyprovisionofthisAgreementisheldtobeunenforceable,then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law)or disregarding it (if not). If an unenforceable provision is modified or

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disregardedinaccordancewiththisSection22.2,therestoftheAgreementistoremainineffectaswritten, andtheunenforceableprovisionistoremainaswritteninanycircumstancesotherthanthoseinwhichthe provision is held to be unenforceable.

22.3.

Waiver.ThepartiesmaywaiveanyprovisionofthisAgreementonlybyawriting executed by the party or parties against whom the waiver is sought to be enforced. No failure or delay in exercising any right or remedy or in requiring the satisfaction of any condition under thisAgreement, and no act, omission, or course of dealing between the parties, operates as a waiver or estoppel of any right, remedy, or condition. A waiver once given is not to be construed as a waiver on any future occasion or against any other person or entity.

22.4.

Amendment.ThepartiesmayamendthisAgreementonlybyawrittenagreement ofthepartiesthatidentifiesitselfasanamendmenttothisAgreementandthatissignedbybothBuyerand Seller;provided,however,asaconditionthereto,acorrespondingamendmentmustbesimultaneouslymade to the RelatedAgreement signed by both Buyer and Related Seller.

22.5.

Headings&Interpretation.Thedescriptiveheadings/captionsofthesectionsand subsectionsofthisAgreementareforconvenienceonly,donotconstituteapartof thisAgreement, anddo notaffect thisAgreement’sconstructionorinterpretation.WheneverusedinthisAgreement:(i)the words “herein”, “hereof”, and similar words refer to thisAgreement in its entirety and not solely to any specific sentence, paragraph, or section; (ii) the words “include,” “includes,” and “including” mean considered as part of a larger group, incorporate “without limitation”, and are not limited to the items recited; (iii) the word“shall”means“isobligatedto”; (iv) theword“may”means“ispermittedto,butisnot obligatedto”; and(v)unlessotherwisenotedreferencetoaspecificSectionorExhibitisareferencetoaSectionorExhibit in this Agreement.

22.6.

ChoiceofLaw.ThelawsoftheStateofTexas(withoutgivingeffecttoitsconflict of laws principles) govern all matters arising out of or relating to this Agreement and the transactions it contemplates, including its interpretation, construction, performance, and enforcement.

22.7.

No Construction Against Drafting Party. Seller and Buyer acknowledge that each of them and their respective counsel have had an opportunity to review thisAgreement and that this Agreement will not be construed for or against either partymerely because such party prepared or drafted this Agreement or any particular provision thereof.

22.8.

Counterparts & Digital Signatures. The parties may execute thisAgreement in multiple counterparts, eachof which constitutes an original, and all of which, collectively, constitute only one agreement. The signatures of all parties need not appear on the same counterpart. This Agreement is valid, binding, and enforceable against a party only when executed by an authorized individual on behalf of a party by means of (i) an electronic signature that complies with the federal Electronic Signatures in Global and National CommerceAct, state enactments of the Uniform ElectronicTransactionsAct, or any other relevant and applicable electronic signatures law; (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature has for all purposes the same validity, legal effect, and admissibility in evidence as an originalmanualsignature.ThisAgreementiseffectiveupondeliveryofoneexecutedcounterpartfromeach partytotheotherparties.InprovingthisAgreement,apartymustproduceoraccountonlyfortheexecuted counterpart of the party to be charged.

22.9.

Damages. Notwithstanding anything set forth in thisAgreement to the contrary, neither party is liable to the other for any special, indirect, punitive, or consequential damages.

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22.10.

TimeoftheEssence.TimeisoftheessenceinthisAgreement.

22.11.

Business Days. “Business Day” (or “business day”)means, as to any party, any daythatisnotaSaturday,Sunday,orotherdayonwhichnationalbanksareauthorizedorrequiredtoclose in the State of Texas or the State of Nevada (“Bank Holiday”). To compute a time period under this Agreement when the period is stated in days or a longer unit of time: (i) exclude the day of the event that triggers the period; (ii) count every day, including intermediate Saturdays, Sundays, and Bank Holidays; and (iii) include the last day of the period, but if the last day is a Saturday, Sunday, or Bank Holiday, the period continuesto run until the end of the next daythat is not a Saturday, Sunday, or Bank Holiday.Any obligationthatisrequiredtobeperformedhereundershallbeperformedonorbefore6:00p.m.CSTonthe applicable Business Day unless another time for performance is specifically set forth herein.

22.12.

Attorneys’Fees.Inthe event of anylitigationrelatedto thisAgreement, whether to enforce its terms, recover for default, or otherwise, if either party receives a judgment, settlement, or awardin its favor (the “Receiving Party”) againsttheother party(the “Paying Party”) in suchlitigation, thePayingPartywillpayupondemandalloftheReceivingParty’scosts,charges,andexpenses(including reasonableattorneys’fees,courtcosts,andexpertwitnessfees)arisingoutofsuchlitigation(includingthe costs of any appeal related thereto).

22.13.

No Third-Party Beneficiaries. Except for references to Related Seller with respecttotheRelatedAgreementpertainingtocross-condition,cross-default,etc.,thetermsandprovisions of thisAgreement and of the documents to be executed and delivered at Closing are and will be for the benefit of Seller and Buyer only and are not for the benefit of any third party.Accordingly, no third party shallhavetherighttoenforcethetermsorprovisionsofthisAgreementorofthedocumentstobeexecuted and delivered at Closing.This Section 22.13shall survive the Closing of the transaction contemplated by thisAgreement.

22.14.

IntentionallyOmitted.

22.15.

1031Exchange.Sellerand/orBuyermayelecttoseektostructureitspurchaseor sale (as applicable) of the Property as a tax-deferred exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the treasury regulations promulgated thereunder (“1031Exchange”).In connection with the foregoing, the non-requesting party shall reasonably cooperate with the requesting party (at no material cost to such non-requesting party), including, but not limited to, executing and delivering requested documentation related thereto (provided the same is reasonably acceptable to the non-requesting party); provided that (i) the non-requesting party shall not be required to incur any additional liabilities or financial obligations as a consequence of such cooperation, (ii) neither party shall be relieved of its obligations, representations or warranties under this Agreement, (iii) any attempt to structure an acquisition or sale of the Property as a 1031 Exchange shall not be a condition to, and shall not delay or extend, the Closing, and (iv) no documents required to be executed in connection with the 1031 Exchange shall increase the obligations or decrease the rights of the non-requesting party underthisAgreement.Additionally,inconnectionwithany1031Exchange,neitherpartyshallberequired to acquire titleto anyotherproperty.Any riskthat the1031 Exchangemight not qualify as a tax-deferred transactionshallbebornesolelybythepartyseekingtoeffectuatethesame.Eachrequestingpartyhereby agrees to indemnify, defend and hold the non-requesting party harmless from any and all losses, costs, claims,liabilities,penalties,andexpenses,including,withoutlimitation,reasonableattorneys'fees,feesof accountantsandotherexperts,andcostsofanyjudicialoradministrativeproceedingoralternative dispute resolution to which the other may be exposed, due to any attempt of the requesting party to structure the transaction as a 1031 Exchange.

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22.16.

Further Assurances.The parties shall execute such instructions to the Escrow Agent,theFundingAgentandtheTitleCompanyandsuchotherinstrumentsandtodosuchfurtheractsas may be reasonably necessary to carry out the provisions of thisAgreement; provided such instruments do notincreaseeitherparties’obligationsordecreaseeitherparties’rights,exceptineachcase,toademinimis extent.

23.

Merger/Prior Agreements. This Agreement, together with the Related Agreement, constitutes the final agreement between the parties. It is the complete and exclusive expression of the parties’agreement on the matters contained in thisAgreement, together with all references to the Related Agreement.Allpriorandcontemporaneousnegotiationsandagreementsbetweenthepartiesonthematters contained in thisAgreement are expressly merged into and superseded by thisAgreement and the Related Agreement. The provisions of this Agreement may not be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealings. In entering into thisAgreement, the parties have not relied upon any statement, representation, or agreement of the other party except for those expressly contained in thisAgreement.There is no condition precedent to the effectiveness of thisAgreement other than those expressly stated in this Agreement.

24.

Waiver of Jury Trial. TO THE EXTENT PERMITTED BYAPPLICABLE LAW, EACH PARTYKNOWINGLY,VOLUNTARILY,AND INTENTIONALLYWAIVESITSRIGHT TOATRIALBYJURYINANYACTIONOROTHERLEGALPROCEEDINGARISINGOUTOF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS IT CONTEMPLATES. THIS WAIVER APPLIES TO ANYACTION OR OTHER LEGAL PROCEEDING, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. EACH PARTY ACKNOWLEDGES THAT IT HAS RECEIVED THE ADVICE OF COMPETENT COUNSEL.

25.

Confidentiality. Buyer andSeller shall eachmaintainas confidential anyand allmaterial obtained about the otheror, (i) in the case of Buyer, about the Property (including the Due Diligence Materials and other documentation and information provided by or on behalf of Seller or otherwise such due diligence documentation and information procured by or on behalf of Buyer), thisAgreement or the transactions contemplated hereby, and shall not disclosesuch information to anythird party and (ii) in the caseofSeller,abouttheEntitlements,anyapplicationssubmittedwithrespectthereto,andanydevelopment or other plans of Buyer. Notwithstanding the foregoing, Buyer and Seller shall have the right to disclose information with respect to the Property, in its reasonable discretion: (a) to comply with applicable law, court order, subpoena or other demand by a governmental or quasi-governmental authority, (b) to its officers,directors,employees,attorneys,accountants,consultantsandotherauthorizedagents,totheextent relatedtotheproposedsaleofthePropertyfromSellertoBuyerandprovidedthatSellerandBuyerinstruct such party’s recipients of such information and materials that such information and materials are confidentialandshouldbekeptconfidential,(c)withrespecttoBuyer,toBuyer’s environmentalauditors, consultants, current or prospective investors, current or prospective partners, engineers, potential lenders, and permitted assignees underthisAgreement (and each of theirrespective officers, directors, employees, agents, advisors, representatives, attorneys, engineers, partners, investors or licensees) and other consultantstotheextentrelatedtoBuyer’sevaluationofitsproposedacquisitionoftheProperty,provided that Buyer instructs the recipients of such information and materials that such information and materials are confidential and should be kept confidential and (d) with respect to Buyer, in connection with the application and approval process for the Entitlements. Notwithstanding the foregoing, the terms of this Section25shallnotapplytoanydocumentation,materialsandinformationinthepublicdomainotherthan as a result of a breach of this Section 25. Each party acknowledges that a breach of this Section 25would causeirreparableharmforwhichmonetarydamageswouldbeaninadequateremedy,andthereforethenon-breaching party shall be entitled to injunctive relief, specific performance and other equitable remedies withoutthenecessityofprovingactualdamagesorpostingbond,inadditiontoanyotherremediesavailable atlaworinequity.SellerandBuyer(insuchcapacity,the“IndemnifyingParty”)eachindemnify,defend

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and hold harmless the other party and its affiliates, members, officers, directors and representatives (collectively,the “IndemnifiedParty”) fromandagainst any actual losses,damages,liabilities,costsand expenses(includingreasonableattorneys’fees)incurredbytheIndemnifiedPartytotheextentarisingfrom any breach of this Section 25by the Indemnifying Party or its affiliates, members, officers, directors or representatives. The provisions of this paragraph shall survive the Closing or any termination of this Agreement for a period of two (2) years and is subject to Section 26(as applicable).

26.

Press Releases. Seller and Buyer agree that, except as required by any applicable laws, including, without limitation, the rules and regulations of the Securities and Exchange Commission or of any stock exchange or other regulatory authority applicable to any of them or as required by court or administrative order or proceeding, no party shall, with respect to this Agreement and the transactions contemplated in this Agreement, make any public pronouncements or issue press releases prior to the Closing, except that Buyer acknowledges that Seller and its affiliates, will disclose this Agreement in connection with any filings on Form 8-K or 10-Q or in quarterly and/or annual reports (each, a “SeritageFiling”). Notwithstanding the foregoing, following the Effective Date but prior to the Closing Date, (i) BuyershallbepermittedtoissueanypressreleasesthatmayberequiredorwouldotherwisebenefitBuyer in its pursuit of the Entitlements; and (ii) Seller shall be permitted to issue any press releases, subject to obtaining Buyer’s prior written approval (not to be unreasonably withheld, conditioned or delayed); provided, that no press releases permitted under the foregoing clause (i) or (ii) shall disclose the Purchase Price payable hereunder, the Closing Date or any other material economic or other business terms of the transactions contemplated in this Agreement. Without limiting the foregoing, notwithstanding anything contained in this Section 26to the contrary, following the later of (a) the first date on which a Seritage Filing has been publicly filed (the “Seritage Filing Date”), or (b) the time at which Buyer has publicly announced the transactions contemplated hereunder, if a third-party requests a statement from Seller with respecttotheProperty,thisAgreementorthetransactionscontemplatedhereunder,Sellershallbepermitted tostatethefollowing(the“PermittedSellerStatement”):“Seritagehasenteredintoanoptionagreement with Mavericks’ ownership to sell its property at the Valley View mall site.While we understand the Mavericks are still evaluating different sites, and a zoning and entitlements process would need to be completedbeforeanysaleisfinal,wehopethatthefutureMavericks’arenaisatValleyView.”Following the Seritage Filing Date, Buyer shall have the right torequest revisions to the Permitted Seller Statement, bydeliveryofwrittennoticetoSeller,inwhichevent,BuyerandSellershallreasonablycooperatetoagree on an updated Permitted Seller Statement in form reasonably agreed upon by both Seller and Buyer and memorialized in a letter agreement or amendmenttothisAgreement. Following the Closing, neither party shall issue any press release that states the Purchase Price payable hereunder.

27.

IntentionallyOmitted.

28.

EscrowProvisions.

28.1.

Theparties acknowledgethattheEscrowAgent andthe FundingAgentareacting solelyasstakeholdersattheirrequestandfortheirconvenience,thattheEscrowAgent andFundingAgent shall not be deemed to be the agent of either of the parties, and neither the EscrowAgent nor the Funding Agent shall be liable to either of the parties for any act or omission on its part, other than for their fraud, grossnegligenceorwillfulmisconduct.SellerandBuyershalljointlyandseverallyindemnifyandholdthe EscrowAgentand FundingAgent harmlessfromandagainstallactual costs, claimsand expenses,including reasonable attorneys’fees and disbursements, incurred in connection with the performance of the Escrow Agent’s and FundingAgent’s (as applicable) duties hereunder, except to the extent any of the foregoing accruesasaresultofthefraud,grossnegligenceorwillfulmisconductofEscrowAgent orFundingAgent.

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28.2.

The Escrow Agent and the Funding Agent have each acknowledged their agreementtothese provisions bysigningthisAgreementinthe placeindicatedfollowingthesignaturesof Sellers and Buyer.

28.3.

Seller, Buyer, and Escrow Agent each acknowledge and agree that, notwithstanding any role of Escrow Agent in managing the title and survey process or coordinating the preparation, execution, anddelivery ofdocumentsinconnectionwith the Closing,FundingAgent shall be the sole party responsible for the receipt, custody, investment, disbursement, and transfer of all funds in connection with the transactions contemplated by thisAgreement, including, without limitation, the First Deposit, the Release Payments, and the Purchase Price (collectively, the "Transaction Funds"). Neither EscrowAgentnoranyotherpartyshallreceive,hold,ordisburseanyTransactionFundsexceptasexpressly directed by Funding Agent in accordance with the terms of this Agreement. In the event of any conflict betweenthedutiesofEscrowAgentandFundingAgentwithrespecttothehandlingofTransactionFunds, the authority of Funding Agent shall control.

29.

Effectiveness. Seller and Buyer acknowledge and agree that this Agreement and the RelatedAgreement are being entered into as one integrated transaction, and, notwithstanding anything to the contrary contained herein, this Agreement shall not become effective unless and until the Related Agreement has been duly executed and delivered by all parties thereto.

[RemainderofPageLeftBlankIntentionally– Signatures on Following Page(s)]

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ThepartiesherebyexecutethisAgreementasofthedatessetforthbelow.

Buyer:

ARENADEVELOPMENTINTERMEDIATE,

LLC,aDelawarelimitedliabilitycompany

By: /s/Patrick DumontPrint Name: Patrick Dumont

Title:President

Seller:

SERITAGESRCFINANCELLC,

aDelawarelimitedliability company

By:/s/Matthew Fernand

Name: Matthew Fernand

Title: Vice President

June 1,2026

Date:

Date:

June 1,2026

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JOINDER

Bytheexecutionhereof,theundersignedherebyjoinstheAgreementtowhichthispageisattachedforthe purposeofagreeingtobejointlyandseverallyliablefortheobligationsofSeritageSellerunderSection

10.18oftheAgreement.Suchobligations shallbesubjecttoandlimitedbyallofthetermsand provisions set forth in Section 10.18(and the other applicable terms and provisions) of the Agreement, including, withoutlimitation,theSurvivalPeriodandtheLiabilityCapallocabletoSeritageSeller(thoughasapoint of clarity, the Liability Cap allocable to Seritage Seller constitutes the maximum aggregate liability of Seritage Seller and SeritageGrowth Properties, LPwith respect totheobligationsof Seritage Seller under Section 10.18of this Agreement).

SeritageGrowthProperties,LP

By:SeritageGrowthProperties,

aMarylandrealestateinvestmenttrust Its:General Partner

By:/s/Matthew FernandName:Matthew Fernand

Title:ChiefLegalOfficerandCorporateSecretary

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Seller-SeritageSRCFinanceLLC/Buyer-ArenaDevelopmentIntermediateLLC

JOINDERBYESCROWAGENT,TITLECOMPANYANDFUNDINGAGENT

EscrowAgent, Title Company and FundingAgent have executed thisAgreement in order to confirm that EscrowAgent,TitleCompany andFundingAgentshalldisbursetheFirst Depositand the Release Payments and the Purchase Price, all pursuant to the provisions of thisAgreement.

UTBTITLE

DateexecutedbyEscrowAgent:By:/s/Brenda Manning

6/1/26

Title:EscrowOfficer

CHICAGOTITLEINSURANCECOMPANY

DateexecutedbyTitleCompany:By: /s/Irayda Pacheco

andFundingAgentName:IraydaPacheco

6/02/2026

Title:AVP,CommercialFundingManager

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