AGREEMENT FOR SALE AND PURCHASE

THIS AGREEMENT FOR SALE AND PURCHASE (this "Agreement") is made and entered into by and
between REAL ESTATE INVESTMENTS LLC, an Ohio limited liability company (the "Seller"), which has an
address of 123 MAIN ST, CLEVELAND, OH, and ABC Acquisition, LLC, a Michigan limited liability company
("Buyer"), whose address is 123 Highway, Black Hills, MI 12345.

DESCRIPTION OF THE PROPERTY. The parties hereto agree that Seller shall sell, and Buyer shall buy, the
following described property upon the terms and conditions hereinafter set forth:

LEGAL DESCRIPTION. The real property located at 123 Bell Rd, Cleveland, OH 44111 ("Land") consisting
of a total of approximately 2.97 acres and a total of approximately 70,300 square feet of rentable space,
tofgether with all improvements ("Improvements"), and is more fully described on Exhibit "A" attached
hereto and made a part hereof.

PERSONAL PROPERTY. All Seller’s fixtures, furniture, carpeting, draperies, appliances, building supplies,
equipment, golf carts, machinery, or other inventory, excluding Seller's personal property stored on
premises or utilized by Seller or Seller’s affiliated entities in ventures independent of the Land and to be
removed before closing as set forth on Schedule 1(B) attached hereto and incorporated herein by
reference; any trade names; any phone numbers and web domains associated with the Property; Seller's
interest, if any, in all licenses exclusive to business, any rights to any "online" or internet/world-wide-
web advertisements or other identifiers of the Property, including but not limited to (i) "google places"
login/identifiers, and domain addresses unique to the Property, and/or (ii) online paid advertising
agreement or contracts (such as yellowpages.com, google ad-words, etc.); any permits and other items
of personal property owned by Seller and presently affixed, attached to, placed or situated upon the
Land or Improvements that are exclusively used in connection with the ownership, operation and
occupancy of the Land or Improvements (collectively, "Personalty") which are to be specifically listed to
be included on Schedule 1(B) attached hereto and incorporated herein by reference; but specifically
excluding any items of personal property owned by any tenants under the Leases ("Tenants") of the
Land or Improvements and any items of personal property owned by third parties and/or leased to
Seller.

LEASES. Seller's interest in all leases, license agreements and storage agreements set forth on Schedule
1(C) attached hereto and incorporated herein by reference (the "Leases") now or hereafter affecting the
Land or Improvements, together with all advance rents, prorated at Closing, held by Seller.

D. CONTRACTS. Seller's interest in all assignable leasing, service, supply and maintenance
contracts, including Yellow Pages contracts (collectively, "Contracts") relating to the ownership, use,
maintenance and operation of the Land, Improvements and Personalty which Buyer, at its option, may
elect to assume. Seller shall deliver true and complete copies of the Contracts to Buyer for approval not
later than the Effective Date. Buyer shall notify Seller of any and all contracts Buyer intends to assume
not less than ten (10) days prior to Closing, and Seller shall coordinate to have the remaining Contracts
(if any) terminated at Closing. Notwithstanding the foregoing, Seller shall be responsible for the
payment of any termination fee with respect to any Contracts that Buyer does not expressly assume in
writing at Closing. Buyer shall indemnify and hold Seller harmless from any and all claims or liability for
such contracts that Buyer has actually assumed in writing at Closing from the day of Closing going
forward and Seller shall indemnify and hold Buyer harmless from any and all claims or liability for such
contracts prior to the day of Closing.

E. GOODWILL. Seller’s interest in the goodwill value of the business operating on the Property as a
going concern (“Goodwill”).

The items described in (A) through (E) of this Section 1 are hereinafter referred to as the "Property".

PURCHASE PRICE. The purchase price for the Property ("Purchase Price") shall be Two Million and Nine
Hundred Thousand Dollars ($2,900,000), payable in cash or other immediately available funds at the
Closing. Two Million One Hundred Thousand and 00/100 Dollars ($2,100,000.00) of the Purchase Price
shall be attributed to the Land and Improvements, Seven Hundred and Seventy-Five Thousand and
00/100 Dollars ($775,000.00) of the Purchase Price shall be attributed to Goodwill and Twenty-Five
Thousand and 00/100 Dollars ($25,000.00) of the Purchase Price shall be attributed to the Personalty.

DEPOSITS.

A. EARNEST MONEY DEPOSIT. Within five (5) business days after the Effective Date, Buyer shall deliver
to and deposit with Madison Title Agency, LLC as agent for Stewart Title Guaranty Company ("Escrow
Agent" or “Title Company”) at its offices located at 25825 Science Park Drive, Suite 100, Beachwood,
Ohio 44122, the sum of Fifty Thousand and 00/100 Dollars ($50,000.00) ("Earnest Money Deposit")
securing the obligations of Buyer hereunder, which shall be held in escrow by Escrow Agent in
accordance with the terms and conditions of this Agreement. The Earnest Money Deposit received
hereunder by Escrow Agent shall be deposited by Escrow Agent in an interest bearing escrow account,
which interest shall accrue for the benefit of Buyer. Notwithstanding anything to the contrary in this
Agreement, in the event of a termination of this Agreement prior to the expiration of the Inspection
Period, the Earnest Money Deposit shall be automatically and immediately returned to Buyer without
any further action needed or any consent or release from Seller required.

B. CLOSING PAYMENT. At Closing, the Purchase Price, increased or decreased by mutually agreed
upon credits, prorations and adjustments as provided herein, shall be paid by Buyer to Seller by
payment of the Earnest Money Deposit plus cash or confirmed federal wire transfer of immediately
available funds.

RIGHTS OF INSPECTION AND CANCELLATION

A. INSPECTION PERIOD. For and in consideration of the Earnest Money Deposit, Buyer shall have a
period of thirty (30) days from the later of (x) the Effective Date, or (y) the date in which all Documents
(as defined herein) are received by Buyer ("Inspection Period"), during which time, Buyer, and Buyer's
counsel, accountants, agents and other authorized representatives (collectively, "Authorized Agents"),
shall be entitled to, upon reasonable notice to Seller in a manner designed to accommodate regular
operations, (i) enter upon the Property for the purpose of inspecting and examining the Property,
including, without limitation, conducting surveying, engineering and environmental tests and studies,
and any such other inspections and investigations as Buyer shall consider appropriate; and (ii) interview
Seller's current employees working at or in connection with the Property and the operating thereof, and
may, but are not obligated, to inform Seller of any such employees that Buyer intends to offer
employment following the Closing. Buyer and its Authorized Agents shall have full and continuing access
to the Property during normal posted business hours, and all parts thereof while minimizing disruption
to Seller's ongoing business, and Seller shall cooperate fully with Buyer and its Authorized Agents in
Buyer's inspection process. Buyer, in its sole and absolute discretion, may terminate this Agreement for
any reason whatsoever, or for no reason, by written notice delivered to Seller prior to the expiration of
the Inspection Period, in which event the Earnest Money Deposit and all interest earned thereon shall
be immediately delivered to Buyer without any release required from Seller, Seller and Buyer shall have
no further obligations hereunder (except as may otherwise be expressly provided in this Agreement)
and this Agreement shall be null and void. Seller shall provide Buyer with a letter of authorization in
customary form authorizing all applicable contractors and vendors to release all historical data regarding
the Property to Buyer, or any other customary authorization needed to assist Buyer in obtaining
information surrounding utilities, contractors, construction, vendors or other items during the
Inspection Period.

DOCUMENT REVIEW. Buyer shall have the right to obtain any and all notices or correspondence from
any and all governmental entities with respect to the Property and Seller shall provide all such
information Seller has in Seller's possession or control. No later than the Effective Date, Seller agrees to
furnish to Buyer electronic copies of and allow Buyer and Buyer's Authorized Agents to inspect and
make copies (as necessary and at Buyer’s expense) of such documents listed on Exhibit “B” attached
hereto and made a part hereof and any other documents or documentation which Buyer may
reasonably request which are in Seller's possession or readily available to Seller (collectively, the
“Documents”), which Documents shall include theform of leases used by Seller for the Property (the
“Lease Form”). Seller shall identify any architect that aided Seller in any dealings with governmental
authorities and permit Buyer to contact such architect(s) as part of Buyer's investigation. Seller shall
also make available to Buyer for review, at either the office of Seller or at the Property, the originals of
the Leases, and Buyer shall have the right to make photocopies of the Leases.
ENVIRONMENTAL SITE ASSESSMENT. Buyer may order a current environmental site assessment, and any
other additional environmental documentation for the Property Buyer desires in its discretion at its
expense. In the event Buyer, in Buyer's sole discretion, is dissatisfied with the results of the
environmental site assessment(s), or any other environmental documentation, Buyer may terminate this
Agreement by written notice delivered to Seller at any time prior to the expiration of the Inspection
Period in which event the Earnest Money Deposit and all interest earned thereon shall be immediately
delivered to Buyer and neither Seller or Buyer shall have any further obligations hereunder (except as
may be otherwise provided herein) and this Agreement shall be null and void. If a Phase II
Environmental Site Assessment (the “Phase II”) is required in Buyer’s reasonable discretion, Buyer will
be granted a thirty (30) day extension of the Inspection Period to conduct the Phase II plus an additional
week following receipt of the Phase II to review the report at Seller’s expense.

POTENTIAL REZONING. Buyer may seek, at Buyer’s expense but with the reasonable and non-monetary
cooperation of Seller, to (i) cause the Property to be re-zoned for Buyer’s intended use as a self-storage
facility, and/or (ii) obtain site plan approval and/or demolition/building permits that Buyer deems
necessary or desirable. In the event that Buyer has been unable to achieve such rezoning or obtain such
permits prior to the expiration of the Inspection Period, Buyer may elect to extend the Inspection Period
for thirty (30) days upon written notice to Seller delivered prior to the expiration of the initial Inspection
Period. Buyer may modify zoning in conjunction with closing but shall not modify the zoning or Property
prior to Closing. If Buyer obtains a zoning report (“Zoning Report”) that Buyer reasonably believes may
adversely impact Buyer’s use or operation of the Property following the Closing Date, Buyer shall have
the right to terminate this Agreement by providing written notice to Seller not later than three (3)
business days after Buyer’s receipt of such Zoning Report, in which event the Earnest Money Deposit
and all interest earned thereon shall be immediately delivered to Buyer and neither Seller or Buyer shall
have any further obligations hereunder (except as may be otherwise provided herein) and this
Agreement shall be null and void.

AS IS CONDITION. Buyer acknowledges that Buyer has the right and opportunity to inspect the Property.
Except as otherwise expressly stated in this Agreement (including, without limitation, the
representations, warranties and covenants of Seller as are expressly set forth in this Agreement,the
Deed and the other documents executed by Seller in connection with the Closing), Buyer covenants and
agrees that the Property will be transferred and conveyed by Seller to Buyer in "as is" condition with all
faults and defects, if any. This covenant and agreement shall survive closing.

CONFIDENTIALITY. Buyer acknowledges that any and all of the Documents or information provided to
Buyer pursuant to this Section 4 ("Confidential Information") may be proprietary and confidential in
nature and are delivered to Buyer to assist Buyer in determining the feasibility of purchasing the
Property. Except as otherwise provided herein, Buyer agrees not to disclose the Confidential
Information, to any party outside of Buyer's or Buyer's affiliates' organizations except its Authorized
Agents and to its, potential or actual lenders, funding sources or investors (collectively, "Permitted
Outside Parties"). Upon written request of Seller, Buyer shall return all original Documents or destroy
any and all copies Buyer has made of the Documents but no sooner than at such time as this Agreement
is terminated for any reason, except that Buyer shall be entitled to retain Confidential Information to
the extent required by law or pursuant to Buyer’s regular document retention processes.
Notwithstanding anything to the contrary contained in this Agreement (or in any document or
instrument related to this Agreement), at any time after the Effective Date, Buyer and/or the Permitted
Outside Parties shall be permitted to disclose any Confidential information as may be requested by
governmental inquiry, or required by subpoena, court order, or as otherwise may be required by law or
regulation. Notwithstanding anything contained herein to the contrary "Confidential Information" shall
not include information that, (i) was, is or become publicly available except through action of Buyer, (ii)
was provided to Buyer or any Permitted Outside Parties by Seller or a third party on a non-confidential
basis, or (iii) was developed by Buyer or any Permitted Outside Parties wholly independent of any
Confidential Information provided by Seller.

SURVEY. Buyer shall order at Seller’s expense a current ALTA/NSPS land title survey ("Survey") of the
Property prepared by a surveyor licensed to practice in the state of Ohio, duly certified to Buyer, Buyer's
lender, if any, and to the Title Company (as hereinafter defined) and its issuing agent and their
respective successors and assigns. Any objections to the Survey, zoning matters or title based upon the
Survey shall be deemed to be an objection to title as provided in Section 6 hereof.

Third Party Reports. Buyer shall be responsible for ordering a commitment (the “Title Commitment”) for
an ALTA Owner’s Policy of Title Insurance in favor of Buyer in an amount equal to the Purchase Price
(the “Title Policy”). If Buyer receives a draft of any Title Commitment, Survey, or Zoning Report (each a
“Third Party Report” and, collectively, the “Third Party Reports”) after the Effective Date, then Buyer
shall have the right to object in writing to any matters appearing on or issues raised by such Third Party
Report (any such objection, a “TPR Objection”); provided, however, that any such TPR Objection must be
made by Buyer within five (5) business days after Buyer has received the last of the Third Party Reports,
or else such TPR Objection shall be deemed waived by Buyer. If any TPR Objection is delivered to Seller
by Buyer, then Seller shall have three (3) business days after receipt of such TPR Objection to give Buyer
written notice (“Seller’s Response”) stating whether: (i) Seller elects to cure and/or cause the Title
Company to remove such TPR Objection from the Title Policy before Closing; or (ii) Seller elects not to
cause such TPR Objection to be cured or removed. If Seller makes an election pursuant to clause (i) of
this Section, then Seller shall be obligated to cure or cause the Title Company to remove such TPR
Objection to Buyer’s reasonable satisfaction prior to Closing. If Seller fails to give such Seller’s Response
to Buyer within said three (3) business day period, then Seller shall be deemed to have delivered a
Seller’s Response electing the option under clause (ii) of this Section and not to cure or remove such TPR
Objection. If Seller elects (or is deemed to have elected) not to remove or cure such TPR Objection, then
Buyer shall, by not later than the earlier of three (3) business days after delivery (or deemed delivery) of
Seller’s Response, either (x) waive such TPR Objection and proceed with the Closing, or (y) terminate this
Agreement by written notice to Seller, in which event the Earnest Money Deposit and all interest earned
thereon shall be immediately delivered to Buyer and neither Seller or Buyer shall have any further
obligations hereunder (except as may be otherwise expressly provided herein) and this Agreement shall
be null and void. Buyer’s failure to deliver written notice of termination to Seller within the time period
set forth above will be deemed to be a waiver of the TPR Objection pursuant to clause (x) of this Section
and Buyer’s election to proceed with the Closing. The Closing Date shall, to the extent necessary, be
extended to accommodate Seller’s Response to such TPR Objection and Buyer’s response to Seller in
respect thereof. Should any additional exceptions to title, survey matters or zoning matters (“New
Matters”) be disclosed in any update to a Third Party Report following Buyer’s delivery of the TPR
Objections to Seller, Buyer’s obligation to purchase the Property shall be conditioned upon Buyer’s
approval of such New Matters which approval shall be at Buyer’s sole discretion, and, if Buyer does not
approve of any such New Matters, Buyer shall have the right to terminate this Agreement, in which
event the Escrow Agent shall immediately deliver the Earnest Money Deposit together with any interest
earned thereon to Buyer, this Agreement shall be null and void and Seller and Buyer shall be released
from all further obligations under this Agreement except as may be otherwise expressly set forth herein.
Seller agrees, whether or not objected to by Buyer, to remove by payment, bonding, or otherwise any
mortgage, lien or other encumbrances of ascertainable amount (collectively, the “Monetary
Encumbrances”) against the Property, and in no event shall such Monetary Encumbrances be considered
acceptable exceptions to title. In the event that Seller does not cure or eliminate all timely raised title
defects or objections by the Closing to Buyer's satisfaction that Seller agreed to in a Seller’s Response,
then Seller shall be in default of this Agreement, and in addition to (and not in lieu of) those rights
provided to Buyer in Section 26(A) of this Agreement, Buyer shall have the option of either: (A)
accepting the title "as-is," without reduction in the Purchase Price and without claim against Seller
therefor or (B) canceling this Agreement, in which event the Escrow Agent shall immediately deliver the
Earnest Money Deposit together with any interest earned thereon to Buyer, this Agreement shall be null
and void and Seller and Buyer shall be released from all further obligations under this Agreement except
as may be otherwise set forth herein. For purposes of this Agreement, the term “Permitted Exceptions”
shall be defined as: (i) real estate taxes and assessments, both general and special, not yet due and
payable; and (ii) such other matters of record set forth in the Title Commitment not objected to by
Buyer or which the Title Company, at Seller’s sole cost and expense, has agreed in writing to insure over;
provided, however, that in no event shall any Monetary Encumbrances be considered Permitted
Exceptions.

CONDITIONS PRECEDENT TO CLOSING. Buyer’s obligation to proceed with the Closing is subject to the
satisfaction or waiver in writing by Buyer of the following conditions (collectively, “Buyer’s Closing
Conditions”) at or prior to Closing:

A. Seller shall have delivered those items described in Section 17 of this Agreement as required by
Seller herein;

B. Seller in not then currently in violation of any of the terms and conditions of this Agreement;

C. Each representation, warranty and covenant made by Buyer in this Agreement shall be true,
accurate and complete and shall have been performed by Seller as of the Closing Date;

D. The Title Company shall have irrevocably committed in writing to issue the Title Policy in favor of
Buyer at Closing containing no exceptions other than the Permitted Exceptions and such endorsements
as Buyer may require; and

E. As of the Closing Date, Seller shall not have received notice from any governmental or quasi-
governmental authority alleging that the Property is in violation of applicable laws, ordinances or
regulations, including (without limitation) applicable environmental laws, rules, regulations and orders
(such notice being a “Notice of Violation”), which violation indicated in the Notice of Violation remains
uncured to Buyer’s reasonable satisfaction.

If the satisfaction of any of Buyer’s Closing Conditions does not occur on or prior to the Closing Date,
then Buyer may elect, in its sole discretion by written notice to Seller, to: (i) waive the failure of any such
unsatisfied Buyer’s Closing Conditions and close the transaction contemplated herein; (ii) exercise the
remedies provided in Section 26(A) hereof if the failure of any of Buyer’s Closing Conditions is as a result
of Seller’s default under this Agreement, or (iii) terminate this Agreement by delivering written notice to
Seller, in which event the Escrow Agent shall immediately deliver the Earnest Money Deposit together
with any interest earned thereon to Buyer, this Agreement shall be null and void and Seller and Buyer
shall be released from all further obligations under this Agreement except as may be otherwise set forth
herein.

TIME OF CLOSING. Subject to the provisions of Section 28 of this Agreement, the Closing ("Closing") shall
occur within thirty (30) days after the end of the Inspection Period on a date agreed to by Buyer and
Seller, unless agreed to by both parties, time being of the essence.

POSSESSION. Exclussive possession and occupancy of the Property shall be delivered to Buyer as of the
Closing Date.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER. Seller expressly covenants, represents

and warrants to Buyer as follows as of the Effective Date and as of the Closing Date:
Seller is the fee simple owner of the Property. Seller will deliver good, fee simple, marketable and
insurable title to the Property, subject only to Permitted Exceptions. To the best of Seller's knowledge,
there are no matters encumbering title to the Property, other than those matters that will be disclosed
on the Title Commitment.

Seller is a duly formed and validly existing limited liability company in good standing under the laws of
and is qualified to do business in the State of Ohio.

Seller has full right, power and authority to execute, deliver and perform its obligations under this
Agreement and has taken all necessary action and obtained all necessary consents to authorize the
execution, delivery and performance of this Agreement and all documentation required to effectuate
the full intent and purposes of this Agreement, and this Agreement is enforceable against Seller. No
consent of any partner, shareholder, member, creditor, investor, and, to the best of Seller’s knowledge,
judicial or administrative body, authority or other party is required which has not been obtained to
permit Seller to enter into this Agreement and consummate the transaction contemplated hereby.

No third party possesses any option, right of first refusal or other right to purchase the Property. Seller
has not made any agreement to sell any of the Property to any person other than Buyer that remains in
force or effect as of the Effective Date.

There is no legal action pending, or to the knowledge of Seller, threatened against Seller, which relates
to or affects the Property or otherwise adversely affects Seller's ability to perform Seller's obligations
hereunder.

No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition
seeking reorganization or arrangement or other action under federal or state bankruptcy laws is pending
against or contemplated by Seller.
Seller is not a foreign person within the meaning of Section 1445(f) of the Internal Revenue Code of
1986, as amended.
The rent rolls and operating statements and other financial information relating to the Property
delivered or to be delivered to Buyer pursuant to this Agreement are complete, true and correct as of
the date thereof. The Schedule of Leases attached as Exhibit 1(C) to this Agreement is complete, true
and correct. To Seller's knowledge, documentation and information which is not financial in nature
which has been or will be delivered or made available to Buyer and/or Buyer's Authorized Agents for
review during the Inspection Period are complete, true and correct in all material respects. Seller shall
not enter into any Leases that are not on the Lease Form without Buyer’s prior written consent.

The copies of the Contracts delivered or to be delivered to Buyer pursuant to this Agreement are
complete, true and correct.

The Leases listed on the rent rolls are all of the leases affecting the Property, and the copies thereof
which have been or will be delivered to or made available to Buyer pursuant to this Agreement are
complete, true and correct. All Leases are and shall be made on the Lease Form, and no Leases shall
contain any material modifications from the Lease Form, other than the Concessions (as defined herein)
expressly set forth in such Leases.
Except as set forth on Schedule 10(J) attached to this Agreement, Seller has not distributed or
authorized the distribution of any localized, mass or direct marketing mailing which provides any
coupons, discounts or other rental concessions, rebates or free rent (collectively, "Concessions") for any
new or existing tenants of the Property which would be effective after the Closing Date. Seller shall not,
without the consent of Buyer, distribute or authorize the distribution of any localized, mass or direct
marketing mailings which provide any Concessions for any new or existing tenants of the Property which
would be effective after the Closing Date, nor shall Seller enter into any new Leases containing any
Concessions other than those Concession set forth on Schedule 10(J) attached hereto.

(i) Seller has never received written notice of any violations of Environmental Laws pertaining to the
Property; (ii)Seller has not used, stored, manufactured, or disposed of any Hazardous Substance on,
from, or affecting the Property in any manner violating any Environmental Laws; (iii) there are no
underground storage tanks located upon the Property nor have any such underground storage tanks
been removed previously from the Property; (iv) the Property does not contain any substances which
would require remedial action under any federal, state, or local statute, regulation, order, or ruling; and
(v) no conditions exist with respect to the Property which would require such remedial action.
“Environmental Laws” means any applicable federal, state, and local environmental, health, safety,
and sanitation statutes, laws, regulations, ordinances, judgments, and rulings, interpretations, and
orders of regulatory and administrative authorities with respect thereto, including, but without limiting
the generality of the foregoing, all requirements of the Comprehensive Environmental Response,
Compensation and Liability Act, as amended, 42 USC 9601 et seq. “Hazardous Substance” means any
material or substance defined as a hazardous substance, hazardous material, toxic material, or
hazardous waste under any Environmental Laws.

Seller has not received any written notice of any violation of any law, zoning ordinance, municipal
ordinance, code, or regulation (including any environmental law or regulation) affecting the Property
which has not been cured as of the Effective Date, nor has Seller received any written notice of any
existing or threatened condemnation action involving the Property and Seller has no knowledge of any
violation or threatened condemnation action.

Seller has all right and power to cause the sale, transfer and assignment of the Leases to Buyer and, (i)
Seller and each tenant under each Lease has duly and punctually kept, observed and performed all of
the material obligations, terms, covenants, conditions and warranties of the Leases to be kept, observed
and performed; (ii) the Leases are valid and in full force and effect and have not been amended except
in the ordinary course of business; (iii) Seller has not collected any rent for more than one (1) month in
advance under any Leases which are in effect on the Closing Date except as disclosed in the rent rolls
provided to Buyer; and (iv) except for written Leases, there are no other leases of the Property.

From the date hereof until Closing, Seller shall: (a) maintain in accordance with Seller's past practice
complete and accurate books, accounts and records relating to the Property; (b) continue to maintain
and operate the Property in accordance with Seller's past practices and maintain, renew or enter into
new leases and contracts, including Yellow Pages contracts, in furtherance thereof; (c) maintain the
Property in good order and condition and not permit the Property to adversely change its present
condition; (d) comply with the terms and provisions of all Leases, Contracts and other obligations of
Seller relating to the Property; and (e) only enter into leases with new tenants of the Property upon
terms that are consistent with the terms of the Leases in effect on the date of this Agreement.
Notwithstanding the foregoing, from and after the Effective Date through the Closing Date, Seller shall
not modify, cancel, terminate, extend or otherwise change in any manner, the terms, covenants or
conditions of any insurance policy insuring the Property, nor enter into any contracts for services or
otherwise that may be binding upon the Property following the Closing Date or upon Buyer, nor shall
any easements be created or any existing easements modified or amended or any licenses given on the
Property or any existing licenses modified or amended, nor shall any legal action be taken in connection
with respect to the Property, nor enter into any new leases of space in the Property, without the express
prior written consent of Buyer. On the Effective Date, Seller shall remove the Property from all listings
and cease any marketing and discussions with any other purchasers. Seller shall not enter into any
other purchase agreement, back up purchase agreement, or any other agreement to otherwise sell the
Property or membership interest in the Seller while this Agreement is in effect.

There are no pending tax valuation cases pending with respect to the Property filed by Seller, and Seller
shall not file any tax valuation complaint with respect to the Property without the prior written consent
of Buyer, which consent may be withheld in Buyer’s sole discretion. There are no tax appeals pending
with respect to the Property filed by Seller.

Prior to or at Closing, Seller shall terminate the employment of all employees working at the Property
and there shall be no legacy employee-related obligations or liabilities affecting Buyer as a result of the
transaction contemplated hereby, and, in the event that there are any cost, expense or liability in
connection with such employment, such cost, expense or liability shall solely be the responsibility of
Seller. Notwithstanding the foregoing, Buyer shall have the right, in Buyer’s sole discretion, to hire any
of the employees working at the Property at or prior to Closing; provided, however, that Buyer has no
obligation to do so.

The Property is, and has been, used in compliance with all governmental permits, certificates of
occupancy, laws and regulations. All necessary permits (including, without limitation, governmental
permits and certificates of occupancy) have been obtained and are in full force and effect and no default
exists thereunder.

At Closing, all security deposits held under the Leases shall be credited to Buyer as a credit against the
Purchase Price. Following the Effective Date, Seller shall not apply any security deposits in connection
with any of the Leases.

All representations, covenants and warranties of Seller set forth in this Agreement and the conditions
and circumstances contained herein shall be effective, valid, true and correct on the Effective Date, the
Closing Date and shall survive the Closing for eighteen (18) months. Buyer shall have the right to
terminate this Agreement and receive a refund of its Earnest Money Deposit together with any interest
earned thereon from Escrow Agent if any of the representations, covenants and/or warranties are not
valid, true and correct as of the Closing Date, in which event this Agreement shall be deemed null and
void and Seller and Buyer shall be released from all obligations under this Agreement, except as may be
otherwise set forth herein.

, a/n ______ (“Seller Guarantor”) joins in this Agreement for the

purposes of guarantying compliance, performance and satisfaction by Seller of all obligations and
liabilities of Seller relating to or arising in connection with (i) this Agreement (whether arising prior to or
following the Closing Date) and (ii) the documents to be signed at the Closing Date (collectively, the
“Seller Obligations”); provided, however, Seller Guarantor’s aggregate liability pursuant to this Section
and the guaranty shall be limited to the survival periods provided for herein. Seller Guarantor agrees to
be jointly and severally responsible for all of the Seller Obligations, subject to the limitations provided
for herein. The liability of Seller Guarantor under this Agreement shall in no way be limited or impaired
by, and Seller Guarantor hereby consents to and agrees to be bound by, any amendment or
modification of the provisions of this Agreement. This Section shall survive Closing.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER. Buyer expressly covenants, represents

and warrants to Seller, as follows:
Buyer will be, at the time of Closing, a duly formed and validly existing limited liability company in good
standing under the laws of the State of Ohio.

Buyer has full right, power and authority to execute, deliver and perform its obligations under this
Agreement and has taken all necessary action and obtained all necessary consents to authorize the
execution, delivery and performance of this Agreement and all documentation required to effectuate
the full intent and purposes of this Agreement, and this Agreement is enforceable against Buyer.
There is no legal action pending against Buyer which would materially affect the ability of Buyer to carry
out the transactions contemplated by this Agreement.
No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition
seeking reorganization or arrangement or other action under federal or state bankruptcy laws is pending
against by Buyer.

COMMUNICATIONS. All notices, demands, requests, consents, approvals, waivers or other

communications shall be in writing and shall be deemed to be delivered (i) when mailed, upon receipt or
refusal thereof, (ii) when delivered by a nationally recognized overnight courier service, upon
confirmation of delivery by the courier service or refusal thereof, (iii) when sent by confirmed telecopy,
upon receipt, or (iv) by electronic mail, upon being sent, provided the same is on the same day sent
pursuant to one of the permitted transmittal methods set forth above, and addressed to the parties as
follows:

If to Seller, to the address as follows:

REAL ESTATE INVESTMENTS LLC

Attn:

Phone:

Fax:

E-mail:

with a copy to:

Benesch Friedlander Coplan & Aronoff LLP

200 Public Square, Suite 2300

Cleveland, Ohio 44114

Attn: Barry J. Guttman, Esq.

Phone: (216) 222-1234

E-mail: [email protected]

If to Buyer, to the address as follows:

c/o ABC Companies

123 Highway

Black Hills, MI 12345

Attn: Joe Smith

Phone: (248) 855-9676

Fax: (248) 855-0170

E-mail: [email protected]

with a copy to:

Benesch Friedlander Coplan & Aronoff LLP

200 Public Square, Suite 2300

Cleveland, Ohio 44114

Attn: Barry J. Guttman, Esq.

Phone: (216) 222-1234

E-mail: [email protected]

EFFECTIVE DATE OF AGREEMENT. The effective date ("Effective Date") of this Agreement shall be the
last date that this Agreement is executed by Seller and by Buyer.

SPECIAL ASSESSMENT LIENS. Certified, confirmed and ratified special assessment liens, or liens for work
substantially completed, but not yet certified, confirmed or ratified, as of the Closing Date are to be paid
at the Closing by Seller.

MECHANICS LIENS / CONSTRUCTION LIENS. The Property is being sold free and clear of all mechanic's
liens / construction liens for work done or material furnished in improving any Property. If any work or
improvements have been completed less than one hundred eighty (180) days prior to Closing, Seller will
furnish security against mechanic's liens or evidence of payment of liens or acceptable release or waiver
of liens. At Closing, Seller shall deliver an affidavit (and, if required by the Title Company, an indemnity)
to the Title Company as to the items described in this Section 15, sufficient in form and substance to
permit the Title Company to issue the Title Policy to Buyer without exception for mechanic's liens or any
of the so-called “standard exceptions” (the “Owner’s Affidavit”).
CONVEYANCE. Seller shall convey title to the Property to Buyer by Limited Warranty Deed ("Deed") in
form and substance reasonably acceptable to Buyer and subject only to the Permitted Exceptions on the
Closing Date, subject to the rights of no other parties whatsoever, except as set forth in the Leases.

DOCUMENTS FOR CLOSING. Not later than ten (10) days prior to the Closing, Seller shall deliver to Buyer
and Buyer's attorney, drafts of documents (1)-(12) in this Section 17, originals of which Seller shall
deposit in escrow with the Escrow Agent not later than the Closing Date, and all of which shall be in
form and substance acceptable to Buyer:

The Deed together with any state and county specific transfer forms, prepared by the Title Company in
the form prescribed by the Cuyahoga County Recorder of Deeds, as applicable, for determining the
amount of transfer taxes payable with respect to the conveyance of the Property to Buyer hereunder;
A draft of a closing statement, which sets forth the Purchase Price and all credits, adjustments and
prorations provided for in this Agreement (the "Closing Statement");

A bill of sale conveying Seller's right title and interest to the Personalty to Buyer;

an Owner's Affidavit in such form approved by the Title Company;

A Gap Indemnity as required by the Title Company;

A Non-foreign person affidavit(s) sufficient in form and substance to relieve Buyer of any and all
obligation to deduct, withhold or pay any amount of tax pursuant to Section 1445 of the Internal
Revenue Code of 1986, as amended;
Two (2) original counterparts of an assignment and assumption of the Leases, assigning to Buyer all of
Seller's right, title and interest in and to such Leases ("Assignment of and Assumption of Leases");

Counterpart of the Non-Competition Agreement in the form of Exhibit “C” attached hereto and
incorporated herein (“Non-Competition Agreement”)

Two (2) original counterparts of an assignment and assumption of the Contracts, assigning to Buyer all
of Seller's right, title and interest in and to such Contracts ("Assignment of and Assumption of
Contracts");

Any documents required by the Title Company in order for the Title Policy to be issued to Buyer in the
form required by this Agreement or otherwise reasonably required by the Title Company in order to
consummate the transactions contemplated by this Agreement;

The Delinquency Schedule (as hereinafter defined); and

All keys, combinations to locks at the Property, security codes, garage door openers and other such
items and information.

Seller shall deliver exclusive possession of the Property to Buyer on the Closing Date in the
condition existing on the Effective Date (which condition shall be as good or better than that which
existed as of the expiration of the Inspection Period, subject to normal wear and tear), subject to the
rights of no other parties whatsoever, except those as set forth in the Leases.
Not later than the Closing Date, Buyer shall deposit in escrow with the Escrow Agent, the following
executed documents:

Two (2) original counterparts of the Assignment of and Assumption of Leases;

Two (2) original counterparts of the Assignment and Assumption of Contracts; and

Counterpart of the Closing Statement.

EXPENSES.

A. Buyer shall pay the following costs:

The cost of recording the Deed.

One half (1/2) of all escrow fees.

Except as set forth in Section 18(B), the cost of its due diligence, including Phase I environmental site
assessments.

B. Seller shall pay the following:

The cost of the Title Commitment and the cost of the Title Policy.
The cost of any documentary stamp taxes, transfer and/or conveyance taxes and, or fees, as applicable,
paid in conjunction with the title transfer or recording of the Deed.

One half (1/2) of all escrow fees.

The cost for current ALTA/NSPS land title survey(s)

PRORATION OF TAXES (REAL AND PERSONAL); UTILITIES; CONTRACTS. Escrow Agent shall prorate all
taxes and assessments as of the date of Closing based on the total Purchase Price of the Property and
Seller shall provide a credit to Buyer for all unpaid taxes and assessments which have accrued but are
unpaid through the Closing Date based on such proration. The proration of taxes and assessment shall
be final at closing and shall not be subject to post-closing adjustment. Any assessments, reassessed
assessments and/or respread taxes upon the Property shall be paid out of Seller's funds at Closing. Seller
and Buyer shall work together to notify utility companies and vendors of the Closing and transfer all
utilities, including telephone numbers, and Contracts assumed by Buyer to Buyer's name as of the
Closing Date. Seller shall provide Buyer with a letter of authorization in customary form authorizing all
applicable vendors to release all historical data regarding the Property to Buyer, or any other customary
authorization needed to assist with this process. Seller shall be entitled to a refund of all utility deposits
and shall pay all utilities up to and including the Closing. Buyer shall be responsible for all utilities and
Contracts assumed by Buyer from and after the Closing.

PRORATION OF RENTS. Seller shall pay or cause to be paid to Buyer, in cash at Closing, the amount of
any rents and other costs and charges due under the Leases (the “Rent”) paid to Seller by Tenants as of
the proration date specified in Section 21. The prorations shall be computed on a monthly basis based
upon the actual number of days in the calendar month. From and after Closing, Buyer shall have the
exclusive right to collect all Rent. If Seller receives any Rent after Closing, then Seller shall remit such
Rent to Buyer within three (3) business days after Seller’s receipt thereof. With respect to any and all
Rent due from the tenants under the Leases that (i) is due and owing as of the Closing Date, (ii) has been
billed by Seller to such tenants, (iii) relates to periods of time prior to the Closing Date, and (iv) has not
actually been collected by Seller as of the Closing (such Rent, collectively, the “Delinquent Rent”), there
shall be no proration of Delinquent Rent at Closing. At Closing, Seller shall deliver to Buyer a schedule
setting forth the amounts of Delinquent Rent, if any, owed by each of the tenants under the Leases (the
“Delinquency Schedule”). To the extent Buyer receives any Delinquent Rent from a tenant after Closing,
Buyer shall remit such Delinquent Rent to Seller up to a maximum amount of the Delinquent Rent for
such tenant indicated on the Delinquency Schedule; provided, however, that no Rent received by Buyer
shall be deemed Delinquent Rent unless and until Buyer shall have received all Rent attributable to
Buyer’s period of ownership of the Property.

PRORATION DATE. Taxes and assessments, insurance, assumed interest, rents, and other expenses and
revenue of the Property shall be prorated through 11:59 P.M. on the day prior to Closing. For the
avoidance of doubt, Buyer shall be entitled to all income from the Property attributable to the Closing
Date and responsible for all expenses of the Property attributable to the Closing Date.

ESCROW. Escrow Agent shall hold the Earnest Money Deposit in escrow and to disburse it in accordance
with the terms and conditions of this Agreement. In the event that a dispute shall arise between any of
the parties to this Agreement as to the proper disbursement of the Earnest Money Deposit, the Escrow
Agent may, at its option: (i) take no action and hold all funds (and documents, if any) until agreement is
reached between the disputing parties, or until a judgment has been entered by a court of competent
jurisdiction and the appeal period has expired thereon, or if appealed, then until the matter has been
finally concluded, and then to act in accordance with such final judgment or (ii) institute an action for
declaratory judgment, interpleader or otherwise joining all affected parties and thereafter complying
with the ultimate judgment of the court with regard to disbursement of the deposit and disposition of
documents, if any. In the event of any suit between Buyer and Seller wherein the Escrow Agent is made
a party by virtue of acting as Escrow Agent hereunder, or in the event of any suit wherein Escrow Agent
interpleads the subject matter of this escrow, the Escrow Agent shall be entitled to recover reasonable
attorneys' fee and costs incurred as Escrow Agent, including costs and attorney's fees for appellate
proceedings, if any, said fees and costs to be charged and assessed as court costs in favor of the
prevailing party. The Escrow Agent shall not be liable to either party for misdelivery to Buyer, Seller or
third parties, unless such misdelivery is due to negligence or willful misconduct on the part of the
Escrow Agent.

ATTORNEYS' FEES AND COSTS. In connection with any litigation arising out of this Agreement, the
prevailing party shall be entitled to recover all costs incurred including reasonable attorneys' fees for
services rendered in connection with such litigation, appellate proceedings and post-judgment
proceedings.

BROKERAGE. Buyer and Seller each represent and warrant to the other that neither has had any dealings
with any person, firm, broker or finder in connection with the negotiations of this Agreement and/or the
consummation of the purchase and sale contemplated hereby, and no broker or person, firm or entity is
entitled to any commission or finder's fee in connection with this Agreement or this transaction. Buyer
and Seller do each hereby indemnify, defend, protect and hold the other harmless from and against any
costs, expenses or liability for compensation, commission or charges which may be claimed by any other
broker, finder or other similar party by reason of any actions of the indemnifying party.

CONDEMNATION AND CASUALTY.

A. CONDEMNATION. Seller shall promptly notify Buyer of any threatened or commenced

condemnation or eminent domain proceedings affecting the Property. In the event that all or any
"substantial portion" of the Property (as defined below in this Section 25) shall be taken in
condemnation or by conveyance in lieu thereof or under the right of eminent domain or formal
proceedings have been initiated therefor after the Effective Date and before the Closing Date, then at
the election of Buyer by written notice thereof to Seller within ten (10) days after Seller notifies Buyer of
the condemnation or eminent domain proceedings, this Agreement shall be terminated and the Earnest
Money Deposit immediately thereafter returned to Buyer. In the event Buyer fails to timely deliver
written notice of termination as described above, Buyer shall be deemed to have elected to proceed to
close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall
deliver to Buyer at the Closing any proceeds actually received by Seller attributable to the Property from
such condemnation or eminent domain proceeding or conveyance in lieu thereof and assign to Buyer
Seller's rights to any such proceeds not yet received by Seller, and there shall be no reduction in the
Purchase Price. If the taking does not involve a "substantial portion" of the Property, as herein defined,
then Buyer shall be obligated to close the transaction contemplated herein according to the terms
hereof, notwithstanding such taking, and Seller shall deliver to Buyer at the Closing any proceeds
actually received by Seller attributable to the Property from such condemnation or eminent domain
proceeding or conveyance in lieu thereof and assign to Buyer Seller's rights to any such proceeds not yet
received by Seller, and there shall be no reduction in the Purchase Price.

CASUALTY. Seller shall promptly notify Buyer of any casualty affecting the Property. In the event that all
or any "substantial portion" of the Property shall be damaged or destroyed by fire or other casualty
after the Effective Date and before the Closing Date, Buyer may, at its option, elect to terminate this
Agreement by written notice thereof to Seller within ten (10) days after Seller notifies Buyer of the
casualty and the availability and amount of insurance proceeds, and the Earnest Money Deposit shall
thereafter be immediately returned to Buyer. In the event Buyer does not elect to terminate this
Agreement as described above, Buyer shall proceed to close the transaction contemplated herein
pursuant to the terms hereof, in which event Seller shall deliver to Buyer at the Closing any insurance
proceeds actually received by Seller attributable to the Property from such casualty, or assign to Buyer
all of Seller's right, title and interest in any claim under any applicable insurance policies in respect of
such casualty, together with payment to Buyer of an amount equal to the deductible(s), if any,
applicable to such loss under the insurance policy(ies), and there shall be no reduction in the Purchase
Price and/or Seller shall assign to Buyer all of Seller’s right, title and interest in any claim under any
applicable insurance policies in respect of such casualty. If the casualty loss does not involve a
"substantial portion" of the Property, as defined herein, then Buyer shall be obligated to close the
transaction contemplated herein according to the terms hereof, notwithstanding such casualty loss, and
Seller shall either (i) deliver to Buyer at the Closing any insurance proceeds actually received by Seller
attributable to the Property from such casualty, or (ii) assign to Buyer all of Seller's right, title, and
interest in any claim under any applicable insurance policies in respect of such casualty, together with
payment to Buyer of an amount equal to the deductible(s), if any, applicable to such loss under the
insurance policy(ies), and there shall be no reduction in the Purchase Price.
SUBSTANTIAL PORTION DEFINED. For the purposes of this Section 25, a taking of or casualty loss to a
"substantial portion" of the Property shall be deemed to include any taking or casualty loss which (i) is
equal to or greater than (A) 10% of the value of the Property in Buyer’s reasonable discretion, or (B) 10%
of the aggregate gross number of square feet contained in the storage facilities constituting the
Property, (ii) involves a taking that has a material adverse effect on Buyer's use of the remainder of the
Property, by materially adversely affecting the adequacy of utilities, parking, visibility and/or access to
the Property, the location or size of signage for the Property, or the zoning compliance thereof, or (iii)
would result in any of the improvements at the Property being taken or if not less than ten percent
(10%) of the tenants under the Leases shall have the right to cancel their Leases in connection with such
taking or casualty loss.
D. RISK OF LOSS. Subject to the foregoing provisions of this Section 25, risk of loss until Closing shall
otherwise be borne by Seller.

DEFAULT.

SELLER'S DEFAULT; BUYER'S SOLE REMEDIES. If Seller fails to consummate this Agreement in accordance
with its terms (other than by reason of (i) Buyer's material breach of any of its representations or
warranties contained in this Agreement; (ii) Buyer's continuing default of any of its material covenants
hereunder after ten (10) days' written notice of such default; (iii) a failure of a condition precedent to
Buyer’s obligation to proceed to Closing; or (iv) a termination of this Agreement by Seller or Buyer
pursuant to a right to do so expressly provided for in this Agreement), Buyer may either (1) terminate
this Agreement by written notice to Seller, in which event the Earnest Money Deposit, together with
interest earned thereon shall be returned to Buyer plus an amount equal to Buyer's actual out-of-pocket
expenses incurred in connection with this Agreement and Buyer’s assessment and investigation of the
Property, or (2) pursue specific performance of this Agreement. In the event of Seller's continuing
default after Closing in any of its representations, warranties or covenants in this Agreement which
survive Closing or any documents delivered by Seller at Closing, and such default continues for more
than ten (10) days after written notice of such default from Buyer, Buyer shall be entitled to pursue its
remedies available at law or in equity.

BUYER'S DEFAULT; SELLER'S SOLE REMEDIES. If after written demand following the expiration of the
Inspection Period, Buyer fails to consummate this Agreement in accordance with its terms (other than
by reason of (i) Seller's breach of any of its representations or warranties contained in this Agreement;
(ii) Seller's continuing default of any of its material covenants hereunder after ten (10) days' prior
written notice of such default; or (iii) a termination of this Agreement by Seller or Buyer pursuant to a
right to do so expressly provided for in this Agreement), as Seller’s sole and exclusive remedy, Seller may
receive and retain the Earnest Money Deposit, together with interest earned thereon as liquidated
damages (and not as a penalty) for breach of this Agreement. Such amount is agreed upon by and
between Seller and Buyer as liquidated damages, due to the difficulty and inconvenience of ascertaining
and measuring actual damages, and the uncertainty thereof.

27. COVENANT NOT TO COMPETE. Seller agrees to enter into, and cause those parties affiliated or
related to Seller hereafter designated by Buyer, to enter into the Non-Competition Agreement in the
form of Exhibit “C” attached hereto at the time of Closing.

TIME. As used herein, the term “business day” shall mean any day that is not a Saturday, Sunday, state
or national legal holidays or day upon which banks are closed in the State of Ohio or the State of
Michigan. Time periods herein shall, in the computation thereof, exclude days that are not business
days, and notwithstanding anything to the contrary in this Agreement, any time period or date
(including, without limitation, the Closing Date) provided for herein which shall end or occur on a day
that is not a business day shall automatically be deemed to extend to 5:00 P.M. Eastern Time of the next
business day.

PERSONS BOUND. The benefits and obligations of the covenants herein shall inure to and bind the
respective successors and assigns of the parties hereto. Whenever used, the singular number shall
include the plural, the plural the singular and the use of any gender shall include all genders.

ASSIGNMENT. Buyer may freely assign this Agreement without consent of Seller to any affiliate or
subsidiary of Buyer or any entity controlling, controlled by or under common control with Buyer.

FINAL AGREEMENT. This Agreement represents the final agreement of the parties and no agreements or
representations, unless incorporated into this Agreement, shall be binding on any of the parties.

GOVERNING LAW. This Agreement shall be governed and construed in all respects with the laws of the
State of Ohio, without regard for conflicts of laws provisions, and any and all actions contemplating
breach and/or enforcement thereof shall be venued in the Court of Common Pleas, Cuyahoga County,
Ohio and the United States District Court for the Northern District of Ohio, depending on the amount in
controversy and the location of the underlying property or properties at issue.

EXECUTION AND COUNTERPARTS; FACSIMILES. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
agreement. This Agreement shall not bind Seller or Buyer as an offer or an agreement unless signed by
the person or party sought to be bound. Facsimile transmissions and other copies of executed
documents shall serve the same purpose as originals in connection with the terms of this Agreement
and any notices required to be or given hereunder may be delivered by facsimile or electronic
transmission in the manner provided in Section 12. The transmittal of an unexecuted draft of this
document for purposes of review shall not be considered an offer to enter into an agreement. Copies of
this Agreement bearing the signatures of Buyer and Seller shall be as binding as originals.

AMENDMENT. This Agreement may not be modified or amended, except by an agreement in writing
signed by Seller and Buyer.

WAIVER. The parties may waive any of the conditions contained herein or any of the obligations of the
other party hereunder, but any such waiver shall be effective only if in writing and signed by the party
waiving such conditions or obligations. No waiver by any party of any violation or breach of this
Agreement shall be deemed or construed to constitute a waiver of any other violation or breach, or as a
continuing waiver of any violation or breach.

1031 EXCHANGE. Either party may elect to structure the conveyance of the Property as an exchange
pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended. Seller and Buyer agree to
reasonably cooperate with each other with respect to such exchange, provided that the other party shall
not incur any additional costs, delay or expenses or liability as a result of the exchange.
REMOVAL OF PROPERTY FROM MARKET. Commencing with the Effective Date, Seller shall remove the
Property from the market and terminate negotiations for the sale of the Property with all parties other
than Buyer.

(signature blocks on the following page)

IN WITNESS WHEREOF, the undersigned have caused this Agreement for Purchase and Sale to be
executed on the dates indicated below.

BUYER:

ABC ACQUISITION, LLC, a Michigan limited liability company

_________________________

Adam ABC
Its: Manager_______________

Dated: _______________, 2021

SELLER:

REAL ESTATE INVESTMENTS LLC, an Ohio limited liability company

By: _______________________________

Its: _______________________________

Dated: _______________, 2021

SELLER GUARANTOR:

_____________________

Dated: _________, 2021

Schedule “1(B)”

LIST OF PERSONALTY

[to be attached]

Schedule “1(C)”

LEASES

[to be attached]
Schedule “10(J)”

LIST OF CONCESSIONS

[to be attached]

EXHIBIT "A"

LEGAL DESCRIPTION – PROPERTY

[to be inserted]

EXHIBIT "B"

OWNER DUE DILIGENCE DOCUMENT / INFORMATION REQUEST

A copy of the Leases, and all amendments;

A copy of Seller’s most recent survey on the Property;

A copy of Seller’s most recent Phase I Environmental Site Assessment;

A copy of Seller’s most recent physical condition assessment;

A copy of Seller’s most recent zoning report;

A copy of all of Seller’s plans and specifications in connection with the construction of the Property;

Any service contracts associated with the Property;

A copy of Seller’s insurance with respect to the Property;

A copy of any zoning letters or items related to the Property, including, without limitation, any permits
and certificates of occupancy;

A copy of the most recent title insurance policy regarding the Property; and

Any other items regarding the Property as may be reasonably requested by Buyer.
EXHIBIT “C”

NON-COMPETITION AGREEMENT

THIS NON-COMPETITION AGREEMENT (“Agreement”) is made as of the ____ day of

___________________, 2021 given by REAL ESTATE INVESTMENTS; an Ohio limited liability company
(collectively, the “Seller”) and the parties identified on Exhibit “A” attached hereto and made a part
hereof (collectively, “Principals”), in favor of _____________________, a(n) _____________________
(“Buyer”).

RECITALS:

A. Seller and Buyer entered into that certain Agreement for Sale and Purchase (“Purchase
Agreement”) dated as of for the purchase and sale of certain real
property and improvements identified in the Purchase Agreement (“Property”). Concurrently herewith,
Seller is conveying to Buyer all of Seller's right, title, estate and interest in and to the Property.

B. As part of the consideration for Seller and Buyer entering into the Purchase Agreement, Seller
and Principals are required and have agreed to enter into this Agreement as a condition to Buyer’s
acquiring the Property.

NOW, THEREFORE, in consideration of the purchase of the Property by Buyer and for other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by Seller and Principals,
Seller and Principals agree as follows:

1. Effective as of ________________, 2021 (“Effective Date”) and continuing for a period of five (5)
calendar years thereafter, Seller and Principals shall not, directly or indirectly, within a five (5) mile
radius of the Property (i) engage in, own, control, manage, reopen, re-establish, any trade or occupation
similar to that which is being operated at the Property (collectively, “Competing Business”); (ii) in any
manner become interested either as an employee, owner, partner, agent, stockholder, director, officer,
trustee or otherwise in any Competing Business; (iii) participate in the ownership, control or
management of, render consulting services to, or be employed by any corporation, partnership, joint
venture, limited liability company, trust or other entity that is a Competing Business; (iv) knowingly
employ or attempt to employ, assist in employing or attempt to assist in employing, or otherwise
interfere with the employment of any employee or officer of Buyer; or (v) employ any current employee
of Buyer in a Competing Business, including, without limitation, the employment of any former
employees of Seller who become employees of Buyer. For purposes of this Agreement, the term
“control” means the possession, directly or indirectly, of the power to direct or cause the direction of
the management and policies of the person.

2. In the event of a default under this Agreement, and in addition to all of the remedies available
to Buyer at law or in equity, Buyer (i) may obtain a temporary order restraining any threatened or future
breach by Seller and/or Principals and (ii) shall be entitled to an immediate injunctive relief and the
reimbursement of all costs incurred by Buyer, including, without limitation, attorney’s fees and court
costs. Nothing in this Agreement shall be deemed to limit Buyer’s remedies at law or in equity for any
breach by Seller and/or Principals of the terms of this Agreement. Seller and Principals each
acknowledge and agree that in the event Seller and/or Principals are in default under this Agreement,
Buyer’s remedy at law will be inadequate and that the damages resulting from such breach will not
readily be capable of measurement in monetary terms.

3. In the event of any litigation or dispute arising out of the construction, interpretation or
provisions of this Agreement, the prevailing party shall be entitled to receive reimbursement of all of its
court costs and reasonable attorney’s fees.

4. In the event that any provisions of this Agreement shall be found by a court of competent
jurisdiction to be invalid or unenforceable as against public policy, such court shall exercise its discretion
in reforming such provisions in such a manner that Seller and Principals shall be subject to non-
competitive and non-interference covenants that are reasonable under the circumstances and
enforceable by Buyer. In the event that any other provision of this Agreement is found to be void or
unenforceable to any extent for any reason whatsoever, it is agreed among the parties that the
remaining provisions of this Agreement shall remain in full force and effect to the maximum extent
permitted by law.

5. Any failure on the part of any party to this Agreement to enforce any provision of this
Agreement shall not in any way be construed as a waiver of any such provisions as to future violations
thereof nor prevent that party thereafter from enforcing each and every other provision of this
Agreement. The rights granted the parties hereto are cumulative and the waiver by a party of a single
remedy shall not constitute a waiver by any such party of its right to assert all other legal remedies
available to it under the circumstances.

6. Seller and Principals shall, prior to, at and after the Effective Date, execute and deliver to the
other any further instruments of conveyance, sale, assignment or transfer as may be necessary to affect
the purposes of this Agreement.
7. This Agreement may be modified only in writing, signed by Seller, Principals and Buyer, or their
respective heirs, personal representatives, successors and assigns, and shall be binding upon and inure
to the benefit of Seller, Principals and Buyer and their respective successors and assigns.

8. This Agreement may be executed in multiple identical counterparts, each of which shall be
deemed an original and all of which, taken together, shall constitute a single instrument.

9. This Agreement shall be governed by the laws of the State of Ohio.

IN WITNESS WHEREOF, Seller and Principals have executed this Agreement on the date set forth above.

SELLER:

REAL ESTATE INVESTMENTS

an Ohio limited liability company

By:

Name:

Title:

PRINCIPALS:

[Add additional parties subject to non-compete.]