AGREEMENT FOR SALE AND PURCHASE

EXHIBIT 10.7

AGREEMENT FOR SALE AND PURCHASE

THIS AGREEMENT FOR SALE AND PURCHASE (“Agreement”), made this 27th day of June, 2016 (the “Effective Date”), by and between West Robb Ave., LLC, an Ohio limited liability company (“West Robb”), Wall & Ceiling Systems, Inc., an Ohio corporation [dba Lima Self Storage] (“W&C”) and Victoria L. Strickland (“Strickland”) (collectively, the “Seller”) and SSG LIMA LLC, a Delaware limited liability company (“Buyer”),

W I T N E S S E T H:

WHEREAS, Seller is collectively the owner of the fee simple estate of all those certain tracts or parcels of land situate in Allen County, Ohio, commonly known as: (a) 2000 Elida Road, Lima OH 45805, being tax parcel no. 36-2311-01-020.001, owned by West Robb (“Parcel A”); (b) 1996 W. Robb Avenue, Lima OH 45805, being tax parcel no. 36-2311-01-021.000, owned by West Robb (“Parcel B”); (c) 1910, 1950 & 1980 W. Robb Avenue, Lima OH 45805, being tax parcel no. 36-2311-01-022.000, owned by West Robb (“Parcel C”); and, (d) 1900 W. Robb Avenue, Lima OH 45805, being tax parcel no. 36-2312-02-022.000, owned by Victoria Strickland (“Parcel D”) and more particularly described in Exhibit A (Parcel A, Parcel B, Parcel C and Parcel D, each a “Parcel” and collectively, the “Land”), together with all improvements situate thereon (including without limitation: an approximately 85,768 rentable square foot self-storage facility containing 739 storage units and a two-story manager’s office with upstairs resident manager apartment; two-story multi-tenant office buildings; a free standing single-tenant retail building; a 19 unit “student housing” building; and a single family residence)  (together with the Land, the “Project”); a current plan of the Project is attached hereto as Exhibit B and made a part hereof and all personalty thereon is owned by W&C;

WHEREAS, Seller desires to sell and Buyer desires to buy, inter alia, the Project and all personalty thereon at the price and on the other terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements and covenants herein contained, and intending to be legally bound hereby, the parties covenant and agree as follows:

Seller shall sell and convey, and Buyer shall purchase, the Project; together with the easements, rights, privileges and appurtenances belonging thereto, and any abutting strips or gores; together with Seller’s right, title and interest, if any, in and to any land lying in the bed of any street, road or avenue, open or proposed, in front of or adjoining the Land to the center line thereof; together with all sign posts and signage used by Seller in connection with the Project; together with all appurtenant easements for ingress and egress and utilities; together with all fixtures and equipment now located in, upon, attached or appurtenant to or used in the operation of the Project; together with all leases, licenses and rental agreements of the Project (the “Leases”) and the lighting fixtures, air-conditioning units, window screens and other appliances, furniture, equipment, customer lists, rights to facility telephone and fax numbers, email addresses, yellow pages ads and other local ads, inventories (including all boxes, cash registers,

packaging materials, locks and all other contents of the retail store located on the Project) and other personal property and supplies owned by Seller and used or acquired for use at the Project (the “Personalty”, and all of the foregoing property, real, personal and mixed, being collectively called the “Property”).  The purchase of the Property shall not include: (i) the use of any name or logo belonging to Seller, except that Buyer, at no additional cost to Buyer, may use the Seller’s name and logo on the existing Property signage for a period not to exceed 120 days following the Closing; or (ii) personal property used by Seller solely in connection with Seller’s “Little Squirt Sports Park” business, including without limitation all go-karts, bumper-boats, bumper-cars, laser tag equipment, and mini-golf equipment (collectively, “Sports Park Equipment”).

Buyer shall pay Seller for the Property the sum of FIVE MILLION THREE HUNDRED THOUSAND AND 00/100 DOLLARS ($5,300,000.00) (the “Purchase Price”) as follows:

(a)FIFTY THOUSAND AND 00/100 DOLLARS ($50,000.00) no later than three (3) business days after the Effective Date and, unless Buyer earlier terminates (or is deemed to have terminated) this Agreement as herein provided, FIFTY THOUSAND AND 00/100 DOLLARS ($50,000.00) within three (3) business days after the date of the Feasibility Study Clearance Letter, as hereinafter defined (all such monies, together with any additional deposit required hereunder, and together with interest which shall accrue thereon, being collectively called the “Deposit”), all to be held in escrow by Land Services  USA, Inc. (“Title Company” and “Escrow Agent”), with an address at 602 E. Baltimore Pike, Media, PA 19063, Attn: Karen Lee, National Title Officer; telephone: 484 ###-###-####; email: ***@***, as agent for First American Title Insurance Company, and disbursed in accordance herewith; and

(b)The balance of the Purchase Price at Closing (hereinafter defined) by wire transfer of immediately available Federal funds, subject to the prorations set forth herein.

(c)Prior to Closing, Seller and Buyer shall use commercially reasonable, good faith efforts to allocate the Purchase Price among the Parcels (including the improvements located on such Parcels) and the Personalty.

Seller represents, warrants and covenants to Buyer (which representations and warranties shall be true as of the Effective Date of this Agreement and as of the Closing Date, as hereinafter defined, and shall survive Closing) that:

(a)Seller has full power and authority to enter into, and to perform its obligations under, this Agreement.  This Agreement has been duly authorized by all necessary action of Seller, and all entities which currently own all or any part of the Property.  

(b)There is no claim, action, suit or proceeding pending or, to the best of Seller’s knowledge, threatened against, by or otherwise affecting Seller or the Property or any portion thereof or relating to or arising out of ownership, management or operation of the Property in any court or before or by any federal, state, county, township or municipal department, commission, board, bureau or agency.      

(c)All of the obligations of Seller under any contracts affecting the Property which ought to be fulfilled prior to the Closing Date or arising from conditions existing prior thereto will be timely performed by Seller.

(d)Seller has no employees other than Victoria Strickland, Thomas J. Klausing, Alex Regal and Dawn Kessinger and Buyer shall not be assuming any employment-related liabilities of Seller under this Agreement.

(e)The Leases described in Exhibit C (the “Lease Schedule”), true, correct and complete copies of which will be furnished to Buyer in electronic format within two (2) days after the Effective Date, are all of the leases, licenses and rental agreements affecting the Property on the date hereof and the Lease Schedule accurately sets forth, as of the date hereof, with respect to each Lease:  (i) the names, and unit numbers or leased premises, of the lessees; (ii) the monthly rents, which might be in excess of the rates described in the Leases due to increased rental rates; (iii) lessee security deposits (or, if there are none, shall so provide); and (iv) the expiration dates.  Seller further represents and warrants that:

(i)the Leases are in full force and effect;

(ii)the information relating to the Leases as set forth in the Lease Schedule is true, correct and complete;

(iii)no amendments, oral or written, have been made with respect to the Leases, other than those listed in the Lease Schedule or made in accordance with Paragraph 5(c);

(iv)none of the lessees under the Leases have made any security deposits thereunder, other than as set forth in the Lease Schedule or made in accordance with Paragraph 5(c); and

(v)there are no rights of use for any portions of the Property now in effect or hereafter to come into effect, except the rights under the Leases or made in accordance with Paragraph 5(c), and no lessee has any option, agreement of sale, extension or renewal, or any other right, title or interest in the Property acquired directly through Seller, other than its rights of use as aforesaid.

(f)Attached hereto as Exhibit D (the “Contract Schedule”) is a true, correct and complete list of all service contracts and other contracts (other than the Leases) respecting the operation of the Property (the “Contracts”), true, correct and complete copies of which will be furnished to Buyer in electronic format within two (2) days after the Effective Date.  The Contracts are currently in full force and effect and Seller has performed or, if performance is not currently required, will perform all its obligations thereunder.

(g)Seller is not a “foreign person” within the meaning of Section 1445 of the United States Internal Revenue Code, as amended, or its regulations.   

(h)To the best of Seller’s knowledge, no part of the Property is in violation of applicable laws, codes, or regulations, including (without limitation) those related to health, safety, access, and/or the environment.

(i)To the best of Seller’s knowledge, there are no “hazardous substances” (as defined in any applicable law) located on the Project.

(j)The current uses of the Project are permissible under the Project’s current zoning classifications.

(k)W&C manages and operates the Project.

(l)To the best of Seller’s knowledge, there are no structural or other defects in or upon the Project, including (without limitation) HVAC or other mechanical systems, and all such systems are in good working order.

(m)There are no existing or pending contracts of sale, options to purchase or rights of first refusal (or the like) with respect to all or any part of the Property.

(n)The Property has direct access to and from a public right-of-way.

(o)There is currently no pending or threatened litigation involving the Seller, the Property or any part thereof.

(p)Strickland is the sole member of West Robb and the sole shareholder of W&C.

As used herein, “the best of Seller’s knowledge” shall mean the actual and constructive knowledge of any one or more of: Strickland, Seller’s principal Victoria Strickland and Seller’s employees Thomas J. Klausing, Alex Regal and Dawn Kessinger.

Buyer represents and warrants to Seller (which representations and warranties shall be true as of the date of this Agreement and as of the Closing Date, as hereinafter defined, and shall survive Closing) that Buyer has full power and authority to enter into, and to perform its obligations under, this Agreement.  This Agreement has been duly authorized by all necessary limited liability company action of Buyer.

(a)Buyer’s obligation to close hereunder shall be expressly conditioned upon the occurrence or fulfillment of each of the following conditions on or prior to the Closing Date or such earlier date as may be provided in this Paragraph 4(a):

(i)All of the representations and warranties by Seller set forth in this Agreement shall be true and correct in all material respects as if made on the Closing Date.

(ii)Seller shall have performed (in all material respects) all covenants and agreements required by this Agreement to be performed by Seller at or prior to the Closing Date. 

(iii)Seller shall have caused all required governmental inspections and requirements concerning the Project to be completed, and each related governmental authority shall have delivered to Buyer a writing evidencing satisfactory completion of such inspection and requirement.    

(iv)There shall have been no material and adverse change to the condition of the Project since the Feasibility Study Termination Date.  

If any of the conditions set forth above in Paragraph 4(a)(i)-(iii) are not satisfied, Buyer, in addition to its other remedies set forth herein, shall be entitled to (A) terminate this Agreement and receive back the Deposit, and this Agreement shall be deemed null and void, (B) pursue specific performance and/or (C) pursue any other remedies at law or in equity.  If any of the conditions set forth above in Paragraph 4(a)(iv) are not satisfied, Buyer shall have the right to terminate this Agreement and receive back the Deposit, and this Agreement shall be null and void.

(b)Seller’s obligation to close hereunder shall be expressly conditioned upon Buyer’s performance (in all material respects) of all covenants and agreements required by this Agreement to be performed by Buyer at or prior to the Closing Date.  Upon Buyer’s failure to perform (in all material respects) all such covenants and agreements, Seller shall be entitled to receive the Deposit from Escrow Agent, as liquidated damages and not as a penalty, and such receipt shall be Seller’s sole remedy.  In no event shall Seller bring action, sue or seek damages or recourse against any principal, member, affiliate or parent company of Buyer (including, without limitation, Global Self Storage, Inc.).

(a)Within two (2) days after the Effective Date or within such other time as hereinafter set forth, Seller shall:

(i)deliver to Buyer copies of all materials respecting the Property including, without limitation: copies of all existing surveys, title policies, environmental reports, permits and approvals, building plans, appraisals, engineering reports, site plans, franchise agreements and related documentation, agency agreements and related documentation, licenses, zoning materials, tax bills and any other records affecting all or any part of the Property.

(ii)deliver to Buyer copies of all materials respecting the Property including, without limitation, the following:

Electronic versions of all items referenced in this Paragraph 5(a) shall be sent by Seller to Buyer at the following email address:   ***@***; provided, however, that Seller shall email electronic versions of the most recent Project survey and title policy to Buyer’s counsel at ***@***.  Hard copies of all items referenced in this Paragraph 5(a) shall be sent by Seller to Buyer at the physical address referenced in Paragraph 15.

(iii)During the term of this Agreement, Seller will afford Buyer, its agents and representatives, upon reasonable prior notice and at reasonable times, with full access to the Property, for Buyer’s inspection, testing and review.  Without limiting the foregoing, Seller shall make available to Buyer at the Project all Leases (with all Lease guarantees, tenant correspondence and related materials).  Buyer shall restore any portion of the Property disturbed by Buyer’s testing activities on the Property to its condition as existed prior to such disturbance. Buyer shall provide Seller with a certificate of insurance evidencing liability insurance against property loss and personal injury in connection with such activities in an amount of not less than $1,000,000 combined single limit and naming Seller as an additional insured.  Buyer shall promptly notify Seller in the event the policy of insurance evidenced by the certificate of insurance is cancelled by the insurance company or notice of cancellation is given by the insurance company. 

(b)The “Feasibility Study Termination Date” shall be that date which is forty-five (45) days after the Effective Date.  On or before the Feasibility Study Termination Date, Buyer shall have the right to terminate this Agreement (for any reason or for no reason) by delivery of notice to Seller, and this Agreement shall be deemed terminated (and the Deposit shall be returned to Buyer) upon Buyer’s delivery of such termination notice.  If Buyer elects to proceed to Closing hereunder, Buyer shall provide Seller with notice of same (“Feasibility Study Clearance Letter”) within two (2) business days after the Feasibility Study Termination Date.  In the event that Buyer fails to timely provide a Feasibility Study Clearance Letter to Seller, this Agreement shall be deemed terminated (and the Deposit shall be promptly returned to Buyer) if, within five (5) business days after Buyer’s receipt of notice from Seller referencing Buyer’s failure to timely provide a Feasibility Study Clearance Letter, Buyer fails to provide a Feasibility Study Clearance Letter to Seller.  

(c)During the term of this Agreement, Seller shall not, without Buyer’s consent, enter into or extend:

(i)any Lease or other possessory arrangement regarding the Property (A) for a term (including any renewals) of more than one (1) year, (B) which calls for rental and other payments which are less than those currently payable for the space being rented, or (C) which grants the lessee any concessions which will not be fully performed by Seller prior to Closing; or

(ii)any service or other contract regarding the Property for a term which will extend past the Closing Date.

(d)During the term of this Agreement and extending beyond the Closing Date, Seller shall cooperate with Buyer’s efforts to obtain permits and approvals respecting Buyer’s Project signage.  Without limiting the generality of the foregoing, Seller shall sign and submit applications for permits respecting Buyer’s sign panels upon Buyer’s request.

(e)Seller shall use commercially reasonable efforts to obtain from each tenant a signed estoppel certificate, in a form pre-approved by Buyer, on or before the Feasibility Study Termination Date; provided, however, Seller shall not be required to pursue an estoppel from any self-storage or student housing tenant.

(f)On or before the Feasibility Study Termination Date, Buyer shall provide written notice to Seller indicating which Contracts (if any) Buyer elects to assume at Closing. 

Closing of the transaction contemplated herein (“Closing”) shall take place via remote Closing by escrow, on a date (the “Closing Date”) selected by Buyer which is not later than fifteen (15) days after the date of the Feasibility Study Clearance Letter.  

(a)At Closing, Seller shall cause title to the Property (other than the Personalty) to be fee simple and: (i) good and marketable and free and clear of all tenancies, liens, encumbrances and title objections, other than the Leases; and (ii) insurable as such, at regular rates, by Title Company.  Title to the Personalty shall be good and marketable and free and clear of all liens, security interests and other encumbrances.

(b)After the execution of this Agreement, Buyer shall apply for a commitment for title insurance from Title Company (the “Title Commitment”).  Seller agrees to cooperate with Buyer and Title Company in connection therewith, including (without limitation) delivering to Buyer copies of any requested deeds, plans, surveys and title policies in Seller’s possession or control.  Buyer shall have the right to deliver a notice to Seller of the existence of any requirements, conditions or exceptions noted in the Title Commitment or a current survey of the Project which are unsatisfactory to Buyer (such exceptions being called “Title Defects”), with which Buyer shall include a copy of the Title Commitment, copies of recorded exceptions specified therein and, at Buyer’s option, a current survey of the Project.

(c)(i)     If Buyer notifies Seller of the existence of any Title Defects, Seller shall have ten (10) days from the date of such notice to notify Buyer whether Seller intends to cure such Title Defects, except that in all cases Seller must discharge at or prior to Closing all monetary liens affecting the Property.  Seller’s failure to notify Buyer within such 10-day period shall be conclusively deemed to be Seller’s notice to Buyer of Seller’s decision not to cure the Title Defects, except such monetary liens.

(ii)If Seller notifies, or is deemed to have notified, Buyer of its intention not to cure all Title Defects, Buyer shall have ten (10) days thereafter to notify Seller of its decision whether to take such title as Seller may give or of terminating this Agreement, and in the latter event, the Deposit shall be promptly returned to Buyer and this Agreement shall terminate.

(d)If Seller agrees to cure any Title Defects and such Title Defects remain uncured at Closing, or if additional Title Defects created after the issuance of the Title Commitment exist at the time of Closing, then Buyer may, at Buyer’s option: (i) take such title as Seller can give, with a credit against the Purchase Price in an amount necessary to cure or correct any Title Defects which constitute monetary liens in an ascertainable amount (as reasonably determined by Buyer); or (ii) elect to receive a return of the Deposit, whereupon this Agreement shall terminate.

(e)Subject to Paragraph 5(c)(i), Seller shall not allow the Property or any part thereof to be transferred or encumbered during the term of this Agreement.

(a)At Closing, Seller shall deliver to Buyer:

(i)A general warranty deed (each, a “Deed”), each duly executed and acknowledged by Seller and in proper form for recording, with accompanying DTE-100 form and any other forms required by applicable governmental agencies (including, without limitation, the Allen County Auditor or Tax Map office), properly completed and signed by Seller.

(ii)A Bill of Sale to the Personalty duly executed by Seller.

(iii)A valid assignment of the Leases and all security deposits required to be held by Seller pursuant to the Leases, duly executed by West Robb and W&C and acknowledged, assigning to Buyer all of Seller’s interest in the Leases and such security deposits, together with the original executed Leases and an updated, true, correct and complete version of the Lease Schedule (the “Assignment of Leases”).

(iv)A credit to Buyer in the amount of all security deposits in connection with the Leases, including any required interest thereon, as of the Closing Date.

(v)An executed assignment to Buyer of all of the interest of Seller under the Contracts that are assignable, but only to the extent Buyer desires to assume any thereof, together with originals of such Contracts.

(vi)An executed general assignment of all governmental plans and approvals, utility rights, and the other intangible property rights respecting the ownership and operation of the Property.

(vii)Such documents, affidavits, disclosure forms and indemnities as Title Company or Buyer shall require, including (without limitation) (A) documents or affidavits in connection with seller gain withholdings required under applicable law and (B) a gap affidavit or any other indemnity requested by the Title Company to insure the period between the Closing Date and the date of Deed recordation.

(viii)Such other individual or organizational documents as Buyer or Title Company shall reasonably require to evidence Seller’s formation, existence and authority to consummate the sale of the Property and delivery of the Deed, the incumbency of officers and the like.

(ix)An executed version of the final closing statement prepared by the Title Company.

(x)A certificate in the form of Exhibit E, executed and acknowledged by Seller, in accordance with Section 1445 of the Internal Revenue Code, as amended.

(xi)A non-competition agreement signed by Strickland, W&C and West Robb, in a form acceptable to Buyer, in connection with Paragraph 23.

(xii)A termination, in recordable form satisfactory to Buyer, of that certain Lease between West Robb and W&C, dated August 8, 2007, and recorded in the Allen County Recorder’s Office as Instrument No. 200708080012245, which termination shall (by its terms) be effective immediately after the transfer of Leases and security deposits under the Assignment of Leases. 

(xiii)A license, in a form satisfactory to Buyer, signed by Strickland for the short-term occupation of the apartment as set forth under Section 22(b) (the “Strickland License”).

(xiv)All keys, passcards and passcodes (for doors, security systems, management kiosks or otherwise) used in connection with the Property.

(b)At Closing, Buyer shall deliver to Seller the balance of the Purchase Price due, and Buyer’s signed version of the Strickland License.

(c)Effective as of the Closing Date, Seller shall (i) cause the termination of all Project employees and (ii) pay all such employees all amounts due through the Closing Date (including accrued wages and benefits).  At such time, Buyer shall have the right, in its discretion, to enter into a separate employment agreement with any such employees.  If requested by Buyer, Seller agrees to cooperate with Buyer’s efforts to retain certain employees identified by Buyer (including, without limitation, delivering a jointly-signed letter to any such employee explaining this transaction and Buyer’s willingness to hire them).

The following items are to be computed and apportioned between Buyer and Seller as of the Closing Date on a per diem and on a 365 day year basis:

(a)Water and sewer rents.

(b)Seller shall pay all Property real estate taxes covering all periods through the Closing Date.  Real estate taxes and assessments shall be prorated based on the current year.  If Closing occurs on a date when the current year’s tax millage is not fixed, and the current year’s assessment is available, taxes will be estimated and prorated based upon such assessment, and the prior year’s millage.  If the current assessment or tax bill is not available, then taxes will be estimated and prorated based on the prior year’s tax.  However, any tax proration based on an estimate may, at the request of either party to the transaction, be subsequently readjusted upon receipt of the tax bill.  Notwithstanding anything herein to the contrary, Seller shall pay, at Seller’s sole expense (i) any applicable agricultural taxes (including, without limitation, rollback taxes) and (ii) all Property real estate taxes through the Closing Date.

(c)Any amounts payable under the Contracts to be assumed by Buyer; provided, that if Buyer receives a bill for any such amount after the Closing Date which bill covers a period prior to the Closing Date, Seller shall pay to Buyer that part of such amount properly allocable to the period prior to the Closing Date.  

(d)The rents and charges due under all Leases, hot and cooled water charges, electricity and other utility charges and all other additional rent, sundry charges paid by lessees

under the Leases and other income to Seller, including income received or receivable by Seller for vending machines, to the extent collected by Seller prior to the Closing Date and which, as of the Closing Date, represent payments thereof to Seller which are applicable in whole or in part to a period of time subsequent to the Closing Date.  

(e)All of the items referenced in Paragraph 9(d) which are due and payable prior to the Closing Date, but which have not been collected by Seller, shall be pro-rated as follows at settlement: Current rental income shall be pro-rated as of the Closing Date.  Income received on the Closing Date shall be credited to Buyer.  All prepaid rents shall be transferred to Buyer.  All deposits shall be transferred to Buyer. All accounts not yet paid and delinquent 30 days or less shall be considered paid for pro-ration calculations.  All accounts not yet paid and delinquent 31 days or more (“Past Due”) shall become the property of Buyer with no pro-ration.  After the Closing Date Buyer shall use good faith efforts to collect Past Due rental payments and, after Buyer collects payment for Past Due accounts covering periods from and after Closing, Buyer shall remit to Seller collected Past Due rent dating to the term of Seller’s ownership. 

(f)Payment of all utility company charges, for periods through the Closing Date (including, without limitation, electricity, water and sewer) shall be made by Seller.  Adjustments for utilities respecting periods during which Closing occurs shall be based upon the next bill received and such adjustment shall occur after the Closing Date.  Seller shall retain the right to the refund of all utility deposits.  With respect to any utility adjustment, Seller shall obtain meter (or other measuring device) readings of the utility consumption as of the Closing Date and, wherever possible, Seller shall pay directly to the utility company the amount determined to be due as of the Closing Date.  

This Paragraph 9 shall survive Closing.

The payment of all state, local and municipal transfer taxes, conveyance fees and documentary stamp charges arising from the sale of the Property shall be paid by Seller.  The payment of all state, local and municipal transfer taxes and documentary stamp charges and other costs arising from, or in connection with, the Land Contract and/or the Land Contract Termination shall be paid by Seller.  Each party shall pay its own legal fees.  Buyer shall pay the cost of a base owner’s title policy.  Seller shall pay the cost of any title endorsements necessitated by Title Defects or in connection with the Land Contract, and Buyer shall pay the cost of any additional title endorsements selected by Buyer.  Buyer shall pay all survey update costs.  Buyer shall pay the cost of recording the Deed from Seller to Buyer, and Buyer and Seller shall each pay one half of all applicable closing fees (including, without limitation, such fees imposed by the Title Company).  Seller shall (a) pay all sales and use taxes, employer withholding taxes and all taxes respecting the Property or the Seller incurred or imposed in connection with any period on or prior to the Closing Date; and (b) indemnify, hold harmless and defend (using counsel selected by Buyer) Buyer against all claims, losses, costs, demands and liabilities in connection with the foregoing Paragraph 10(a).  This Paragraph 10 shall survive Closing.  

(a)Title Company shall hold the Deposit in an interest-bearing account and shall disburse the Deposit in accordance with the terms of this Agreement.  Upon such disbursement, Title Company shall be released and discharged from all obligations hereunder. 

(b)Title Company, in its sole discretion, may at any time deposit the Deposit, with a court of competent jurisdiction selected by it and, in such event, Title Company shall be fully released and discharged from all obligations hereunder with respect to the Deposit.  Alternatively, Title Company may hold the Deposit pending receipt of joint instructions from Seller and Buyer.

(c)The duties of Title Company hereunder are only as herein specifically provided and are purely ministerial in nature.  Title Company shall incur no liability whatever, as long as Escrow Agent acts in good faith.  Title Company may refuse to take any action respecting the Deposit or this Agreement, unless indemnified to its satisfaction by Buyer and/or Seller.

(d)Seller and Buyer agree to sign an escrow agreement if requested by the Title Company.

Seller shall maintain in effect until the Closing Date insurance policies with respect to the Property for the full insurable value thereof.  In the event of damage to the Property by fire or any other casualty, Seller shall promptly notify Buyer and this Agreement shall not be affected thereby, provided the cost of repairing such damage shall not exceed the sum of $50,000.00, and provided all such costs are covered by such policies or Seller shall agree to pay any deficiency, to be specified in Seller’s notice.  If, however, damage caused by fire or other casualty insured under such policies shall exceed $50,000.00, or if the damage is not fully covered by such policies and Seller does not agree to pay Buyer at Closing the cost of repairing the uncovered damage, Buyer shall have the right and option to cancel and terminate this Agreement by giving notice to Seller within fifteen (15) days after Buyer receives Seller’s notification of such damage.  Thereupon, Buyer shall be entitled to promptly receive back the Deposit, whereupon this Agreement shall be null and void.  If, in the event of a casualty, this Agreement shall not be terminated as in this Paragraph 12 provided, Seller shall pay or assign to Buyer at Closing all monies received or receivable from the insurance companies which wrote such policies, all claims against such insurance companies as a result of the losses covered by such policies and any deficiency amount as described above in this Paragraph 12, less documented amounts previously expended by Seller for repair of the casualty damage.

In the event that all or part of the Property is taken by condemnation or eminent domain proceeding between the date of this Agreement and the Closing Date, Buyer may (a) cancel this Agreement, if the part of the Property so taken is material to the use or value of the Property, or (b) take title subject to such condemnation or taking and receive the proceeds thereof, and Seller shall assign all of Seller’s rights to unpaid proceeds to Buyer at Closing.  Buyer shall notify Seller of its election not more than fifteen (15) days after notice from Seller of the occurrence of the condemnation or taking and the extent thereof.  If Buyer shall elect to cancel this Agreement pursuant to (a) above, then this Agreement shall be null and void and Buyer shall be entitled to receive back the Deposit, whereupon this Agreement shall be null and void.

Seller and Buyer each represent and warrant to the other that it has neither engaged nor dealt with any broker or finder in connection with this Agreement, other than SVN Wilson Commercial Group, LLC (“Broker”).  Seller and Buyer each agree to indemnify, save harmless and defend the other from and against all claims, losses, liabilities and expenses, including reasonable attorneys’ fees, through any and all appeals, arising out of any claim made by any other broker, finder or other intermediary who claims to have been engaged by such party in connection with the transactions contemplated by this Agreement.  Seller shall be responsible for paying the Broker a commission respecting the sale of the Property, and Seller further agrees to indemnify, save harmless and defend Buyer from and against all claims, losses, liabilities and expenses, including reasonable attorneys’ fees through any and all appeals, arising out of any claim made by Broker in connection herewith.  The provisions of this Paragraph 14 shall survive Closing or any prior termination of this Agreement.

All notices and other communications hereunder (“Notices”) shall be in writing and be (a) mailed first class, certified mail, return receipt requested, postage pre-paid, (b) sent via recognized overnight delivery service (i.e., Federal Express), or (c) sent by email, with an original to follow via (a) or (b) above and addressed:

Notices shall be deemed received: three (3) business days after mailed in conformity with (a) above; one (1) business day after sent via delivery service in conformity with (b) above; or on the day sent by email in conformity with (c) above.  Notices may be given by a party’s attorney on its behalf.

This Agreement shall inure to the benefit of and be binding upon the parties and their respective legal representatives, successors and assignees, as the case may be.  Without need for Seller consent, Buyer shall have the right to assign all or any of its interest and rights under this Agreement to any entity controlled by, controlling or under common control with Buyer.  

This Agreement contains the final and entire agreement between the parties with respect to the subject matter hereof.  The parties shall not be bound by any terms, conditions, statements, warranties or representations, oral or written, not herein contained.  This Agreement may not be changed orally but only by an instrument in writing and signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.  

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Electronically transmitted copies of counterpart signature pages of this Agreement shall have the same force and effect as originals.

In connection with any litigation arising out of this Agreement, the prevailing party shall be entitled to recover all costs incurred, including reasonable attorney’s fees.  The parties each waive trial by jury in any legal action between the parties arising out of this Agreement.

This Agreement shall be construed and interpreted in accordance with the laws of the State of Ohio.  The parties agree that all time is of the essence.

The paragraph headings in this Agreement are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Agreement or any of the provisions hereof, and shall not constitute a part of this Agreement.

(a)After Closing, Seller shall sign and deliver to Buyer all documents and materials reasonably requested by Buyer.  Seller shall promptly make payments to Buyer in the amount of all Project rental payments erroneously delivered to Seller and/or erroneously made payable to Seller after Closing.  

(b)Buyer shall permit Strickland to remain in occupancy of her current apartment located on Parcel C rent-free for a maximum of 90 days following Closing.  During the 45 days following Closing, Seller shall have the right to enter upon the Property and remove all Sports Park Equipment which is not included in this transaction; provided, however, Seller’s removal of Sports Park Equipment shall not materially interfere with Buyer’s use and operation of the Property and such removal shall be at Seller’s sole risk, without cost or liability to Buyer or Buyer’s affiliates.

This Paragraph 22 shall survive Closing.  

For a period of five (5) years following the Closing Date, the following parties shall not develop, purchase or invest in any self storage facility, mini storage facility or truck leasing operation within a five (5) mile radius of the Project: Strickland, and any other Seller-related entity, Seller’s principals, Seller’s affiliates or Seller’s members (collectively, the “Seller Parties”).  The Seller Parties acknowledge that the restrictions set forth in this Paragraph 23 are reasonable and necessary for the protection of Buyer’s purchase of, and interest in, the Property.  This Paragraph 23 shall survive Closing.

Either party may effect a like-kind exchange under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”).  Accordingly, each party agrees that it will cooperate with the other to effect a tax-free exchange in accordance with the provisions of Section 1031 of the Code and the regulations promulgated with respect thereto, provided same shall not delay the Closing, unless agreed to by the other party in its sole discretion.  The exchanging party shall be solely responsible for any additional fees, costs or expenses incurred in connection with the like-kind exchange contemplated by it pursuant to this Paragraph 24, and neither party shall be required to incur any debt, obligation or expense in accommodating the other hereunder.  In no event shall either party’s ability or inability to effect a like-kind exchange, as contemplated hereby, in any way delay the Closing or relieve the other from its obligations and liabilities under this Agreement.  Each party hereby agrees to indemnify and hold harmless the other from any liability, losses or damages incurred by the other in connection with or arising out of the Section 1031 like-kind exchange of the exchanging party, including but not limited to any tax liability.  This Paragraph 24 shall survive Closing.

Notwithstanding anything herein to the contrary, Buyer has no obligation to purchase less than all of the Property, it being the express agreement and understanding of Buyer and Seller that, as a material inducement to Buyer to enter into this Agreement, Buyer has agreed to purchase, and Seller has agreed to sell, all of the Property, subject to and in accordance with the terms and conditions hereof.  Accordingly, the parties acknowledge that this Agreement is intended to effect the transfer of title to all properties which, in the aggregate, constitute the Property, and notwithstanding any reference in this Agreement to any singular property, building or parcel or any other similar reference implying that this Agreement relates to only one property, this Agreement shall be construed to effect the transfer of title to all properties constituting the Property (so that, provisions relating to the delivery of the Deed, Bill of Sale, and so forth, shall be construed to require a separate deed for each such property rather than a single deed, as well as separate bills of sale and the like), and the representations and warranties provided by Seller shall be construed to be given by each individual Seller at to it and the property that it owns.

Buyer, Seller and their respective representatives shall hold in confidence all data and information obtained with respect to the transaction contemplated by this Agreement (including the existence and terms of this Agreement), and shall not disclose the same to others, other than to counsel, accountants or agents or independent contractors associated with any such party.    Notwithstanding anything herein to the contrary, Buyer representatives shall have the right to (a) disclose any data or information in connection with any judicially or administratively ordered proceeding, (b) disclose any data or information in connection with reporting requirements related to securities laws and (c) contact any officials representing The City of Lima (and any political subdivisions or departments thereof) and/or Allen County (and any political subdivisions or departments thereof) in connection with the Property or the transaction contemplated under this Agreement.

The Effective Date shall be the later of (a) the date that Seller executes this Agreement and provides proof of same to Buyer, or (b) the date that Buyer executes this Agreement and provides proof of same to Seller.  The Effective Date shall be inserted in the preamble at the top of page one of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates below written.