The Property is a three-building office complex containing approximately 451,000 rentable square feet. Provided that the Seller procures qualified leases, as defined by the Agreement, for the vacant space on or before May 1, 2006, the Registrant will owe the Seller additional purchase price based on a predetermined formula pursuant to the terms of an earnout provision contained in the Agreement. In no event shall the earnout amount exceed $12.9 million.

Under the Agreement, the Registrant is required to pay certain closing costs including, but not limited to, attorneys' fees, title examination fees, survey fees and all other costs and expenses incurred by the Registrant in connection with the closing and consummating the transaction. The Registrant and the Sellers are each required to pay 50% of the escrow costs.

Under the Agreement, the closing of the transaction will occur on the later of i) August 19, 2005 or ii) five business days after the receipt by the Registrant of the required estoppel certificates, as defined by the Agreement, but not later than November 11, 2005. The Agreement contains customary representations and warranties and customary indemnification provisions. The Registrant shall have the right to assign its interest in the Agreement to any entity controlled by, controlling, or under common control with, the Registrant and which remains so controlled through the closing.

In connection with the execution of the Agreement, the Registrant paid an initial earnest money deposit of $5.0 million ("Initial Deposit") to an escrow agent. If the Registrant has not terminated the Agreement by August 12, 2005, the Registrant will pay an additional earnest money deposit of $10.0 million ("Additional Deposit") to the escrow agent. Upon the consummation of the purchase and sale transaction contemplated by the Agreement, the Initial Deposit and the Additional Deposit will be applied to the purchase price. In the event the Agreement is terminated prior to August 12, 2005, the Initial Deposit is completely refundable to the Registrant. Subsequent to August 12, 2005, the Agreement provides the Registrant with the right of specific performance. Alternatively, if a closing condition is not satisfied or the Seller defaults on its obligations under the Agreement, the Registrant is entitled to a refund of the Initial Deposit and the Additional Deposit. If the Registrant defaults on its obligations under the Agreement, the Seller has the right to keep the Initial Deposit and the Additional Deposit.