UMBRELLA SALE AND PURCHASE AGREEMENT Project Prime

This umbrella sale and purchase agreement (the “Umbrella SPA”) is made on 16 February 2015.

by and between

SEB-GER is management company (Kapitalverwaltungsgesellschaft) of, inter alia, the German open-ended real estate investment funds SEB ImmoInvest, SEB ImmoPortfolio Target Return Fund and SEB Global Property Fund (together hereinafter referred to as “Funds” and individually as a “Fund”) and, therefore, acting on the account of the Funds.

and

and

- London Portman Purchaser, London Condor Purchaser, Paris McDonald Purchaser, Rotterdam Purchaser, Amsterdam Purchaser, Milan Purchaser, Brussels Shares Purchaser, Brussels Land Purchaser, Hamburg Dammtorwall Purchaser, Hamburg Drehbahn Purchaser, Hamburg Valentinskamp Purchaser, Paris Issy Purchaser and Gothenburg Purchaser hereinafter collectively referred to as “Purchasers” -.

Now, therefore Sellers and Purchasers (herein also referred to each as a “Party” and jointly as the “Parties”) agree as follows:

Capitalised terms and expressions used in the Agreement shall be interpreted as follows:

Throughout the Agreement, unless the context requires otherwise,

The persons appearing requested that this Umbrella SPA be recorded in the English language and stated that they had sufficient command of the English language. The German Notary, who himself has sufficient command of the English language, verified that the persons appearing did, in fact, have such sufficient command of the English language. Advised by the German Notary of their rights to obtain the assistance of a sworn interpreter and to have a certified translation attached to this Agreement, the persons appearing waived such rights.

The Parties hereby agree that this Umbrella SPA and the Individual Transfers shall only constitute a legal unity (rechtliche Einheit) for the purpose of entering into the aforementioned agreements on the date of this Umbrella SPA, and otherwise shall not constitute a legal unity (rechtliche Einheit). In consequence:

however, in each case only unless notarial form is required under applicable local law provisionsor specifically provided for in the Umbrella SPA or any of the Individual Transfers.

SEB-GER is the sole legal owner of the shares in Lindholmen AB as described in Schedule 3.11. SEB-GER holds these shares on account of SEB ImmoInvest, which is the beneficial owner of such shares.

SEB-GER and Balni are the sole legal owners of the shares in Chrysalis as described in Schedule 3.7.2. SEB-GER holds its shares on account of SEB ImmoInvest, which is the beneficial owner of such shares.

SEB hereby agrees to sell to the London Portman Purchaser, and the London Portman Purchaser hereby agrees to purchase the relevant Property described in Schedule 1 of Schedule 3.1, pursuant to the specific terms and conditions included in Schedule 3.1 and - for the remainder and to the extent they are not excluded by the specific terms and conditions included in Schedule 3.1 or mandatory English law - the terms and conditions of this Umbrella SPA.

SEB hereby agrees to sell to the London Condor Purchaser, and the London Condor Purchaser hereby agrees to purchase the relevant Property described in Schedule 1 of Schedule 3.2, pursuant to the specific terms and conditions included in Schedule 3.2 and - for the remainder and to the extent they are not excluded by the specific terms and conditions included in Schedule 3.2 or mandatory English law - the terms and conditions of this Umbrella SPA.

Subject to the satisfaction of or waiver by, as applicable, SEB and/or the Paris McDonald Purchaser, of the relevant Closing Conditions (conditions suspensives), SEB hereby irrevocably obliges itself to sell to the Paris McDonald Purchaser, and the Paris McDonald Purchaser hereby irrevocably obliges itself to purchase the real estate set forth in the draft of the deed of sale (projet d'acte de vente) attached in Schedule 3.3, along with the buildings on it, its essential components and the statutory accessories, pursuant and subject to the specific terms and conditions included in Schedule 3.3 and for the remainder and to the extent they are not contrary to the specific terms and conditions included in Schedule 3.3 nor to mandatory French law - the terms and conditions of this Umbrella SPA. The parties to this Individual Transfer make the statements and provide the guarantees included in Schedule 3.3.

It is expressly specified that, by way of exception to article 1179 of the French civil code, Closing Conditions mentioned in the paragraph above, will not retroact on the date of execution of the Agreement.

The parties to this Umbrella SPA also oblige themselves to enter into a final deed of sale (acte authentique de vente de l'actif du boulevard Madonald à Paris) concerning the sale of the real estate set forth in Schedule 3.3 by SEB to the Paris McDonald Purchaser, in the terms and conditions set forth in Schedule 3.3, until or at the Closing Date.

This Section 3.3 constitutes a bilateral deed of sale (promesse synallagmatique de vente) within the meaning of and governed by Article 1589 of the French Civil Code, the parties having agreed in particular on the Individual Purchase Price and on the subject matter of the sale as set forth in Schedule 3.3, which is expressly acknowledged by and agreed between the parties.

For the full information of the Paris McDonald Purchaser, and in accordance with articles L.271-4 to L.271-6 of the French "Code de la construction et de l'habitation", the following documents and surveys are appended to the Individual Transfer as referenced therein:

Notwithstanding any contradictory provision in this Agreement, any rescission right granted to SEB or the Paris McDonald Purchaser in this Agreement shall only apply to the bilateral deed of sale (promesse synallagmatique de vente) contained in this clause 3.3. SEB and the Paris McDonald Purchaser expressly agree that as from the execution of the deed of sale (a draft of which is attached as Schedule 3.3) none of them will be entitled to rescind such deed of sale (except, as the case may be, as otherwise specifically provided under the deed of sale).

In addition, as from the execution date of the French deed of sale attached as Schedule 3.3 related to the Property described in Annex P1 under no.3, the sale of this Purchase Object will be governed by the terms and conditions of such deed of sale, without prejudice to the relevant parties to exercise any of their rights under Sections 10 to 14 of this Agreement.

It is expressly agreed between the parties that in case of contradiction between the Individual Transfer set forth in Schedule 3.3 and the Umbrella SPA, the Individual Transfer shall prevail in all cases.

This Section 3.3 will be governed and interpreted by French law and the courts of Paris will have jurisdiction.

SEB hereby sells to the Rotterdam Purchaser and the Rotterdam Purchaser hereby purchases the real estate set forth in Schedule 3.4 along with the buildings on it, its essential components and the statutory accessories, pursuant to the specific terms and conditions included in Schedule 3.4 and - for the remainder and to the extent they are not excluded by the specific terms and conditions included in Schedule 3.4 or mandatory Dutch law - the terms and conditions of this Umbrella SPA. The parties to this Individual Transfer make the statements included in Schedule 3.4.

The parties to this Umbrella SPA also oblige themselves to enter into a final notarial deed of sale concerning the sale of the real estate set forth in Schedule 3.4 by SEB to the Rotterdam Purchaser, on the terms and conditions provided for in Schedule 3.4, before or at the Closing Date.

SEB hereby sells to the Amsterdam Purchaser, and the Amsterdam Purchaser hereby purchases the real estate set forth in Schedule 3.5, along with the buildings on it, its essential components and the statutory accessories, pursuant to the specific terms and conditions included in Schedule 3.5 and - for the remainder and to the extent they are not excluded by the specific terms and conditions included in Schedule 3.5 or mandatory Dutch law - the terms and conditions of this Umbrella SPA. The parties to this Individual Transfer make the statements included in Schedule 3.5.

The parties to this Umbrella SPA also oblige themselves to enter into a final notarial deed of sale concerning the sale of the real estate set forth in Schedule 3.5 by SEB to the Amsterdam Purchaser, on the terms and conditions provided for in Schedule 3.5, before or at the Closing Date.

The Parties to this Umbrella SPA oblige themselves to enter into the notarial deed of sale (atto di compravendita) concerning the sale of the real estate set forth in Schedule 3.6 along with the buildings on it, its essential components and the statutory accessories, by SEB to the Milan Purchaser, under the terms and conditions provided for in Schedule 3.6, until or at the Closing Date.

The Milan Purchaser shall designate a third party being a VAT registered entity in Italy to purchase the Property in accordance with the provisions of Article 1401 of the Italian Civil Code. Should such designated third party not be a VAT registered entity in Italy, the Milan Purchaser shall hold the Sellers harmless and indemnify them for any possible charge (tax, penalties and interest) and damages which might arise in connection with or as consequence of the designated third party not being a VAT registered entity in Italy. Such designation will be sufficiently made if notified in writing to the Seller in accordance with Section 19, together with the written acceptance of the designee. Upon notification of any such designation, to be given no later than five (5) Business Days prior to the Closing Date, any reference in this Umbrella SPA to the Milan Purchaser will be construed and interpreted as a reference to such designee.

No later than ten Business Days prior to the Closing Date, the Milan Purchaser will inform the Seller in writing as to whether it wishes to enter into a new property management agreement with First Atlantic Real Estate S.p.A. in relation to the Property. In such case, the Seller undertakes to use its best efforts to support the Milan Purchaser in order to have a new property management agreement entered into by the Milan Purchaser and First Atlantic Real Estate S.p.A. on the Closing Date on the same terms and conditions currently applied.

The parties to this Umbrella SPA also oblige themselves to enter into a final notarial deed of sale concerning the sale of the real estate set forth in Schedule 3.7.1 by SEB to the Brussels Land Purchaser, substantially in the terms and conditions provided for in Schedule3.7.1, at the latest within four months after the date hereof.

SEB hereby sells to the Hamburg Valentinskamp Purchaser, and the Hamburg Valentinskamp Purchaser hereby purchases, the real estate set forth in Schedule 3.9, along with the buildings on it, its essential components and the statutory accessories, pursuant to the specific terms and conditions included in Schedule 3.9 and - for the remainder and to the extent they are not excluded by the specific terms and conditions included in Schedule 3.9 - the terms and conditions of this Umbrella SPA. The parties to this Individual Transfer make the statements included in Schedule 3.9.

Subject to the satisfaction of waiver by, as applicable, SEB and/or the Paris Issy Purchaser, of the relevant Closing Conditions (conditions suspensives), Altair hereby irrevocably obliges itself to sell to the Paris Issy Purchaser, and the Paris Issy Purchaser hereby irrevocably obliges itself to purchase the real estate set forth in the draft of the deed of sale (projet d'acte de vente) attached as Schedule 3.10, along with the buildings on it, its essential components and the statutory accessories, pursuant and subject to the specific terms and conditions included in Schedule 3.10 and for the remainder and to the extent they are not contrary to the specific terms and conditions included in Schedule 3.10 nor to mandatory French law - the terms and conditions of this Umbrella SPA. The parties to this Individual Transfer make the statements and provide the guarantees included in Schedule 3.10.

It is expressly specified that, by way of exception to article 1179 of the French civil code, Closing Conditions mentioned in the paragraph above, will not retroact on the date of execution of the Agreement.

The parties to this Umbrella SPA also oblige themselves to enter into a final deed of sale (acte authentique de vente) concerning the sale of the real estate set forth in Schedule 3.10 by Altair to the Paris Issy Purchaser, in the terms and conditions set forth in Schedule 3.10, until or at the Closing Date.

This Section 3.10 constitutes a bilateral deed of sale (promesse synallagmatique de vente de l’actif d’Issy-les-Moulinaux) within the meaning of and governed by Article 1589 of the French Civil Code, the parties having agreed in particular on the Individual Purchase Price and on the subject matter of the sale as set forth in Schedule 3.10, which is expressly acknowledged by and agreed between the parties.

For the full information of Paris Issy Purchaser, and in accordance with articles L.271-4 to L.271-6 of the French "Code de la construction et de l'habitation", the following documents and surveys are appended to the Individual Transfer as referenced therein:

Notwithstanding any contradictory provision in the Agreement, any rescission right granted to SEB or the Paris Issy Purchaser in this Agreement shall only apply to the bilateral deed of sale (promesse synallagmatique de vente) contained in this Section 3.10. SEB and the Paris Issy Purchaser expressly agree that as from the execution of the deed of sale (a draft of which is attached as Schedule 3.10) none of them will be entitled to rescind such deed of sale (except, if the case may be, as otherwise specifically provided under the deed of sale).

It is expressly agreed between the parties that in case of contradiction between the Individual Transfer set forth in Schedule 3.10 and the Umbrella SPA, the Individual Transfer shall prevail in all cases.

In addition, as from the execution date of the French deed of sale attached in Schedule 3.10 related to the Property described in Annex P1 under no. 10, the sale of this Purchase Object will be governed by terms and conditions of such deed of sale, without prejudice for the relevant parties to exercise any of their rights under Sections 10 to 14 of this Agreement.

This Section 3.10 will be governed and interpreted by French law and the courts of Paris will have jurisdiction.

SEB hereby sells to the Gothenburg Purchaser, and the Gothenburg Purchaser hereby purchases, the shares set forth in Schedule 3.11 exclusively, pursuant to the specific terms and conditions included in Schedule 3.11 and – for the remainder and to the extent they are not excluded by the specific terms and conditions included in Schedule 3.11 or mandatory Swedish law – the clauses of this Umbrella SPA explicitly referring to the Shares or the Individual Transfer as set forth in Schedule 3.11. The parties to this Individual Transfer make the statements included in Schedule 3.11.

Price”) and is allocated to the individual Purchase Objects, Shares and the Purchasers as described in Annex 4.1.

The Purchasers have paid an amount of EUR 25,000,000.00 (in words: Euro twenty five million) (“Escrow Amount”) into the notary escrow account of the German Notary (“Escrow Account”) and handed over to the German Notary a guarantee of North Star Realty Finance Corp. in the amount of further EUR 25,000,000.00 (in words: Euro twenty five million) (“Corporate Guarantee”; Escrow Amount and Corporate Guarantee together the “Collateral”). The Collateral serves as security for the Seller’s claims for non-payment of any Individual Purchase Price under this Agreement and the Individual Transfers.

With respect to the utilization of the Collateral the Parties agree the following and instruct the German Notary accordingly and irrevocably:

The Corporate Guarantee shall automatically reduce by a sum representing 5% of an Individual Purchase Price allocated to any individual Purchase Object/Shares pursuant to the Individual Transfer which is rescinded by either party pursuant to Sections 12.2, 14.5.3, 14.5.4 or 16.2.2, such reduction to take effect upon effectiveness of the relevant rescission. The Sellers are thus obliged to partially release the Corporate Guarantee by written waivers of the released amount.

The German Notary shall return the Corporate Guarantee to the Purchasers on the date that the Closing pursuant to Section 7.3 has occurred of the Core Portfolio and the relevant portion of the Purchase Price has been paid.

In case the Individual Purchase Price for one or more of the Purchase Objects or the Shares is not paid on the relevant Closing Date and the relevant Seller rescinds the relevant Individual Transfer and/or this Agreement (and provided, for the avoidance of doubt, all conditions to Closing have been met and such Individual Purchase Price is due and payable), the Purchasers are obliged to pay a contractual penalty (“Contractual Penalty”) in the following amount:

If the Seller rescinds one or more of the relevant Individual Transfers after the Core Portfolio Closing Conditions are satisfied but one or more Individual Purchase Price is not paid, the whole Escrow Amount shall be released to the Seller as a Contractual Penalty. At the same time, the Seller shall be entitled to draw the Corporate Guarantee and demand payment under the Corporate Guarantee in the full amount as reduced pursuant to Section 5.2.1 unless the Corporate Guarantee has already been returned in accordance with Section 5.2.1 in which case no claims under the Corporate Guarantee can be made.

For the avoidance of doubt, this obligation to pay the Contractual Penalty shall apply to each and every individual Closing following the Closing of the Core Portfolio until the last Closing. In any event, the Contractual Penalty can only be claimed once.

The Parties agree that Sellers are not entitled to any further claims (specific performance, penalties, compensation etc.) in addition to the Contractual Penalty and the claims under the Corporate Guarantee and that the Contractual Penalty and the Corporate Guarantee shall be the sole remedy.

The VAT-treatment of the Purchase Price pursuant to the Individual Transfers is specified in the Individual Transfers.

possession of either (a) documents (including all required releases, and, as for the Purchase Objects pursuant to Schedule 3.3 and 3.10, a mortgage registry certificate dated less than forty five (45) days before the relevant Closing Date (état hypothécaire de moins de quarante cinq (45) jours de date au jour de la signature de l'acte authentique de vente) confirming that there is no mortgage (inscription hypothécaire) for an amount exceeding the Individual Purchase Price of the relevant Purchase Object, unless the relevant Seller delivers to the relevant Purchaser a document evidencing the release of such mortgage by the relevant beneficiary)) required for the release of the Mortgages encumbering the relevant Property which are not being assumed by the relevant Purchaser or (b) the documents required for the assignment of the registered Mortgage (e.g. deed of assignment, Mortgage Letter – if any - application for registration of assignment), including a confirmation that the trust instructions given by any of the creditors to such notary or the respective Parties in this regard must be in compliance with this Agreement in accordance with Section 4.2.2 .

The Sellers hereby confirm that they have received Custodian Bank consent for the transactions contemplated under this Agreement and the Individual Transfers. The Sellers shall use best efforts to obtain the relevant release documentation from the Custodian Bank prior to each relevant Closing Date but shall not be held responsible, if the Custodian Bank does not provide it, subject to the Sellers not doing any act or omission, which shall cause the Custodian Bank not to provide the release or revoke the consent.

On the Closing Day, the Closing Actions shall be taken for the Individual Transfers for which the Closing Conditions are satisfied.

To the extent all Closing Conditions for any additional Individual Transfer are satisfied during the 10-Business-Day time period after the satisfaction of the Core Portfolio Closing Condition, both Parties may agree, acting reasonably, upon Closing such Individual Transfer together with the Core Portfolio irrespective of the time period.

The Individual Transfers, which cannot close with the Core Portfolio because the Closing Conditions are not satisfied, shall then close one after the other as soon as the Closing Conditions under an Individual Transfer are satisfied, in each case at least ten Business Days after this has occurred. The provisions of this Umbrella SPA shall in this case apply mutatis mutandis to the individual Closings.

The “Core Portfolio Closing Condition” is satisfied once the Closing Conditions of (i) at least 5 (five) Individual Transfers are satisfied and (ii) the Individual Purchase Prices and only in respect of the share transfers the relevant agreed property values, respectively sum up to at least (net) EUR 600,000,000 (the "Core Portfolio"). The Parties agree that the closing condition pursuant to Section 7.2.1(c) shall be disregarded for the purpose of determining, whether the Core Portfolio Closing Condition is satisfied.

The Purchasers and the Sellers have extensively discussed and negotiated to which extent and in which way the Sellers should be liable for defects of the Purchase Objects and Shares according to Section 3 or if it turns out that the Guarantees are untrue or incorrect. The Purchasers and the Sellers have decided to depart from the statutory system of liability and to provide instead for a separate system of liability as determined in the following.

The Sellers guarantee in the form of an independent guarantee according to section 311(1) BGB (selbständiges Garantieversprechen) that, subject to the qualifications set out in Section 9.5, the statements in Section 10 and – if any - in the Individual Transfers (“Guarantees”) are true and correct in relation to the Purchase Objects or the Shares (it being understood that in case a Guarantee is granted pursuant to an Individual Transfer it shall apply only in relation to such Purchase Object or Shares which are the subject of these Individual Transfers) as at the Notarisation Date or as at such date as expressly referred to in the Guarantees, provided, however, that any provisions and limitations contained in this Agreement relating to the consequences of a breach of the Guarantees, including the provisions and limitations set forth in Section 13 (“Limitations on Liability”) form an integral part of the Guarantees (Inhalt des Schuldverhältnisses / Bestandteil der Garantieerklärung), and the Guarantees are only given subject to such provisions and limitations and, provided further, that each of the Sellers gives the Guarantees only in relation to the relevant Purchase Object or Shares sold by it. To the extent a Guarantee refers to the Closing Date it shall mean the relevant Closing Date of the Individual Transfer the Guarantee refers to.

inaccurate or incorrectly placed in the Data Room, in each case if the information thereby is misleading.

The persons listed in Annex 9.4.3 have confirmed with the Sellers’ employees specifically tasked with the asset and/or property management, and with the sale of the Properties under this Umbrella SPA that, except as disclosed in the Data Room and/or in the Umbrella SPA, the Individual Transfers and/or the Schedules and Annexes thereto, they are not aware of any incorrectness of the facts underlying the Guarantees given. The Sellers' employees specifically tasked with the asset and/or property management, and with the sale of the Properties under this Umbrella SPA have asked the asset and/or property managers and/or other external parties contracted in respect of the Prime Properties as appropriate (the “Service Providers”), whether they are aware of any incorrectness of the facts underlying the Guarantees given. The Sellers have informed the Purchasers of such instances where the answers to this query uncovered new issues and have made all due and careful enquiries within the given timeframe (apart from court proceedings) to extract satisfactory answers from the Service Providers.

Each Seller hereby assigns, except as provided differently under the Individual Transfers, to the relevant Purchaser with effect as of the Transfer of Possession any claims it has against its Service Providers based on inaccurate or incomplete reporting. The relevant Purchaser accepts such assignment. The Sellers, however, assume no liability for the existence, scope, enforceability and assignability of these assigned claims. Should the Sellers themselves be liable towards the Purchasers and the Claim which has been satisfied by the Sellers is based on an action or omission by a Service Provider, the relevant Purchaser is obliged to re-assign the claims to the Sellers to enable the Sellers to take recourse against the relevant Service Provider.

case of deliberate act or gross negligence. The index to the Data Room is appended hereto as Annex 9.4.4.

Any information disclosed by the Sellers after the Cut-off Date shall not exclude Purchaser's claims, unless the relevant information is listed in the schedule of additional information that was provided to the Purchaser by the Seller after the Cut-Off Date (“Additional Information”). The schedule of Additional Information is appended hereto as Annex 9.4.4a.

together with Sellers' obligation to transfer legal and beneficial ownership pursuant to Section 8.1 (the “Title Matters”).

(and in each case (a) to (d) together with the relevant additional guarantees given in the Individual Transfers, if any)

None of the limitations in this Section 9 (including the Limitations on Liability) shall apply to any Claim which arises as a consequence of fraud or wilful misconduct (Vorsatz).

The Purchasers undertake to the Sellers that, except in the case of fraud or wilful misconduct, it waives and shall not make any personal claim against any employee, director, agent or officer of any of the Sellers or member of the Seller’s Group on whom it may have relied in relation to any information supplied or omitted to be supplied by any such person in connection with the Guarantees or the Agreement.

certificate and assist the Purchaser after transfer of the Shares in Lindholmen AB in the cancellation process and the process of applying for a new share certificate. The costs of the cancellation procedure and the issue of the new share certificate shall be borne by the relevant Seller.

it being understood that in both, (b) and (c) such information is "material" which relates to the Lease Agreement’s duration, the amount of rent or ancillary costs receivable, the expenses to be borne by the landlord, rent free periods, rent reviews,

break rights or outstanding payments to tenants agreed to under the current Lease Agreements, having any effect after the relevant Closing Date.

There are no employment or pension liabilities which would, as a result of the consummation of this Agreement or the Individual Transfers, transfer to the Purchasers or, with respect to the Individual Transfers as set out in Schedules 3.7.2 and 3.11, to Chrysalis, or Lindholmen AB unless otherwise set out in the Individual Transfers pursuant to 3.1 and 3.2, which provisions shall prevail.

Aside from the Guarantees, the Sellers do not give any further express or implied guarantees.

As of the Notarisation Date, the Sellers undertake to inform the Purchasers of any occurrence that might result in a Guarantee being untrue as at the date it is given. Sellers shall keep the Purchasers informed and coordinate with the Purchasers in good faith in respect of any action to be taken to avoid a Guarantee becoming untrue.

Tax Matters shall be exclusively governed by the relevant provisions of the Individual Transfers.

In case of a Claim resulting from a Guarantee being untrue or incorrect (“Guarantee Breach”) or a covenant or an undertaking under this Umbrella SPA or the Individual Transfers being breached (“Covenant Breach”, together with the Guarantee Breach a "Breach") the relevant Seller or Sellers shall put the relevant Purchaser into the position the Purchaser would have been in without the Breach or the breach of a covenant (Naturalrestitution). If the relevant Seller is unable to achieve this position within a reasonable period of time of not more than six weeks after having been notified by the relevant Purchaser of the Breach, the Purchaser may claim monetary damages (Schadenersatz in Geld) from the relevant Seller, provided, however, that such damages shall not cover (i) loss of profit (entgangener Gewinn), (ii) damages and losses to goodwill, or (iii) reputational damages, and (vii) the Purchaser is not entitled to claim damages based on any argument that an Individual Purchase Price has been calculated upon incorrect assumptions. In any event, damages shall include loss of rent. The right of the Purchaser to rescind the Agreement is expressly excluded unless explicitly agreed in this Agreement.

The Purchasers are entitled to rescind the relevant Individual Transfers in relation to a Purchase Object or the Shares in case of a material breach of any of the Title Matters and the Guarantee pursuant to Section 10.1.4.

Without prejudice to its duty to mitigate any loss, the Purchasers shall, at the cost of the Relevant Seller provide all reasonable assistance to the Relevant Seller to remedy any Breach.

The Parties agree that the rights and remedies which the relevant Seller on the one hand and the relevant Purchaser on the other hand may have in case of a Breach are, save for specific performance, limited to the rights and remedies expressly contained in this Agreement and Individual Transfers.

To the extent legally permissible, any pre-contractual claims and rights of any Party of any legal nature whatsoever (contractual, quasi-contractual, tort or otherwise) extending beyond the claims expressly provided for in this Agreement and the Individual Transfers are hereby excluded and waived by the Purchasers and the Sellers.

The provisions of this Section 12 shall not apply to (i) rights and remedies which the Parties may have under applicable mandatory law or as a result of the Purchasers' failure to pay the Purchase Price or any portion thereof in accordance with this Agreement and the Individual Transfers, and (ii) any rights and remedies of any Party for fraud or wilful misconduct.

The Sellers herewith transfer and assign to the relevant Purchasers any and all claims for material defects that the relevant Seller is entitled to against architects, engineers and construction companies, craftspersons and suppliers with respect to the Purchase Objects including the security granted in this respect subject to the condition precedent of Transfer of Possession. The Purchasers hereby accept such assignment.

The Purchasers are aware that copyright rights and/or name rights may be existing in connection with the Purchase Objects which may cause limitations for structural changes to a building. Any liability of the Sellers due to a potential violation of copyright rights and/or name rights shall be excluded. To the extent that the Sellers are entitled to any copyright-related utilization and exploitation rights with respect to a Purchase Object and/or any claims in connection with construction and renovation works against its contractors, the Sellers hereby assign such rights to the Purchasers with effect as of the Transfer of Possession. The Purchasers hereby accept such assignments. The Sellers shall, however, not be liable for the assignability, existence or enforceability of the assigned rights.

Except in relation to Title Matters a Seller shall only be liable for a Claim resulting from a Guarantee Breach if

The aggregate amount (Gesamtsumme) of the liability of the Sellers for Claims resulting from Guarantee Breaches but except for Breaches of the Title Matters (to which the maximum liability according to Section 13.7 shall apply) shall be limited to 5% (five percent) of (i) the aggregate Individual Purchase Prices for the Purchase Objects and/or (ii) – relating to Shares – the Agreed Property Value sold by each Fund (cap applies to each of the Funds individually on a funds by funds basis).

The Sellers shall not be liable for a Guarantee being untrue or incorrect, if the underlying facts of such untrue or incorrect Guarantee have been disclosed in writing to the Purchaser or the representatives or advisers of the Purchaser prior to the Cut-Off Date or if the relevant information is included in the Additional Information, in particular by providing the Information in the Data Room (which is deemed be known by all Purchasers), or if at the Notarisation Date the Purchasers or the representatives or advisers of the Purchasers otherwise know, or fail to know in a grossly negligent way (grob fahrlässige Unkenntnis), unless such facts were provided or presented by the Sellers in a misleading way (concept of true and fair disclosure);

No Seller shall be liable for a Breach if and to the extent the loss caused by the damage incurred by the Purchaser is recovered under insurance policies.

No Seller shall be liable to a Purchaser for any Claim to the extent that the damage incurred results from or is increased by the passing of, or any change in, after the Notarisation Date, any law, rule, regulation or administrative practice of any government, governmental authority, agency or regulatory body unless such Claim occurs as a result of Sellers' non-compliance with such law, rule, regulation or administrative practice prior to the Closing Date.

The provisions of these Limitations on Liability shall not apply to the liability of any Seller arising from a breach of the Title Matters, provided, however, that such liability of the Sellers shall be limited, together with any other liability of the Sellers under this Agreement, to an amount equal

to the relevant Individual Purchase Price of the relevant Purchase Object or Shares. For the purpose of the Sellers' maximum liability and with respect to the Individual Transfers as set out in Schedules 3.7.2 and 3.11, the respective Individual Purchase Price allocated to the Shares shall be the Agreed Property Value.

Any exemption from or limitation of liability agreed herein shall not apply to any liability for damage or loss arising from loss of life, physical injury or damage to health any Seller or any legal representative or agent of any Seller is responsible for, nor shall any such exemption from liability apply to any obligation to provide compensation for any damage caused through a wilful or grossly negligent breach of duty by any Seller or any of its legal representatives or agents.

Following the notarization of this Umbrella SPA, the Sellers may not do the following– unless authorized to do so under this Umbrella SPA, other than with the written consent of the Purchasers (also by email or fax):

occurring without undue delay and, unless in the case of imminent danger, take appropriate countermeasures only with the written consent of the relevant Purchaser (also by email or fax); in the event of imminent danger the relevant Purchaser shall be notified without undue delay of the measures taken; consequential measures require the written consent of it (also by email or fax);

The Sellers undertake towards the Purchasers to

The Sellers undertake towards the Purchasers

The Sellers shall, on or before the Closing Date of the Milan Property, provide evidence reasonably satisfactory to the Purchaser of payment of the Italian registration taxes relating to the two lease agreements with the tenant Xchanging Italy Spa and the lease agreement with the tenant Global Shared Services Srl.  If and to the extent such evidence is not provided on or before the Closing Date of the Milan Property, the relevant Seller shall indemnify the relevant Purchaser for any loss, cost, expense or liability arising in any way in respect thereto.

in any case in a good and workmanlike manner with good quality materials and by a reputable firm and without undue delay after the deterioration is discovered.

If expert arbitrator proceedings are pending in relation to a Purchase Object or the Shares, the maturity of the Individual Purchase Price for such Purchase Object or the Shares according to Section 4.1.4 shall be suspended until ten Business Days after the determination of the expert arbitrator is rendered.

of any of the aforementioned contractual agreements is subject to the prior consent of the other party and this party refuses to approve the assumption of any of the aforementioned contracts, the respective Seller shall be obliged to maintain the contract(s) in question at the relevant Purchaser's request and for the Purchaser's account and at its expense until the next available termination date and afterwards be entitled to terminate the relevant contractual agreement. To the extent the services under the agreements as set forth in Annex 15.2.3 cannot be demarcated as belonging prior or subsequent to Transfer of Possession, the Sellers and Purchasers shall settle any claims for remuneration or consideration of the relevant parties that relate to such services on a pro rata temporis basis (i.e. insofar as they are payable for services for periods of time prior to or subsequent to Transfer of Possession).

Any insurance regarding the Purchase Objects will expire upon the Transfer of Possession. Accordingly, the Purchasers will not assume the insurance agreements and not become the insured party or the beneficiary. The Purchasers undertake towards the Sellers to keep the individual Purchase Object upon the Transfer of Possession insured at a sufficient amount and in accordance with statutory requirements until the date on which legal title is transferred.

Possession, all rights and obligations under the Portfolio Leases relating to periods after the Transfer of Possession shall pass on to the relevant Purchaser. Accordingly, the relevant Seller shall indemnify the respective Purchaser from claims of the lessees pertaining to periods prior to Transfer of Possession.

On the Closing Date of the Brussels Property, SEB shall and the Brussels Shares Purchaser shall procure that Chrysalis shall execute a lease agreement materially in the form as set forth in the draft lease agreement attached as Annex 15.7.

In due time on or around the Closing Date of the Shares in Chrysalis to the relevant Purchaser, the relevant Purchaser shall cause Chrysalis to enter into a sale and purchase agreement with SEB for the sale and transfer of the Balni Share. The transfer shall occur free of any representations and warranties at the book value of the Balni Share.

SEB undertakes to Chrysalis to buy the Balni Share from Chrysalis (Vertrag zugunsten Dritter) at the conditions indicated above.

Except as explicitly stated in this Umbrella SPA or the Individual Transfers, neither party is entitled to rescind from this Agreement or the Individual Transfers.

In addition to any other rights of rescission under this Umbrella SPA,

the Party entitled to rescind gains knowledge of the occurrence of the event giving rise to the rescission right by written declaration to the German Notary. The Sellers and the Purchasers herewith entitle the German Notary to receive such declarations on their behalf; after the lapse of the four-week-period, the respective rescission right shall lapse.

Parties obtained merger control clearance on 16 January 2015.

All costs, except as provided below, connected with the Reference Deed, this Umbrella SPA, the Individual Transfers, the Escrow Account any additional required local agreements and transfer documents and its completion, including the costs and fees for the required public law consents and declarations and any real estate transfer tax (or similar duties as applicable under the local laws) shall be borne by the Purchasers. SEB, for the respective selling fund, bears all fees for (i) releasing the Purchase Objects or Shares or Properties from any securities granted or from any other encumbrances to be deleted and (ii) provision of the required consents of SEB AG and/or BaFin.

Each Party shall bear the costs of its own legal and other advisors and agents including negotiating and agreeing all aforementioned agreements and documents.

to act on its behalf as its agent (“Purchaser’s Agent”) in relation to this Umbrella SPA and irrevocably authorizes on its behalf to give and receive all notices and instructions, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Purchaser notwithstanding that they may affect the Purchaser without further reference to or the consent of that Purchaser; and in each case the Purchaser shall be bound as though the Purchaser itself had given or received the notices and instructions or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

With a copy to:

and

and

With a copy to:

The Purchasers herewith appoint

as domestic German process agent for service. The Purchasers shall be entitled to replace the German process agent from time to time provided that at all times during the term of this Agreement a German domestic process agent is appointed. The Purchasers shall inform the Sellers about any replacement of the German domestic process agent with due notice.

Each Party agrees to maintain in confidence the economic terms contained in this Agreement, information and data furnished or made available by Sellers, its agents or representatives in connection with Purchaser's investigation of the Properties and Shares and the transactions contemplated by this Agreement (collectively, the "Confidential Matters"); provided however, that each Party, its agents and representatives may disclose such information and data (i) to such Party's direct and indirect accountants, attorneys, prospective lenders, investment bankers, underwriters, partners, members, investors (prospective and current), employees, affiliates, officers, directors, consultants and advisors (collectively, "Representatives"), in each case, solely to the extent that such Representatives reasonably need to know such information in connection with assisting Purchaser in connection with the transaction contemplated herein, and Purchaser shall be liable to the Sellers for any action or omission prohibited under this Agreement by any of its Representatives; (ii) to the extent required by an applicable statute, law, regulation, governmental authority or securities exchange; (iii) to the extent required by Purchaser's reporting requirements under the rules and regulations of the Securities and Exchange Commission, including, without limitation, the necessity of filing Form 8-k disclosure with respect to the transaction contemplated hereby or as required by any securities exchange, (iv) if in the opinion of counsel to the disclosing Party, disclosure is required to comply with any mandatory provision of law, of any directive from a government recognized stock exchange, or of a binding decision from a court or another government body, (v) with respect to generic disclosures about business and pipeline of the Purchaser or any affiliate of the Purchaser made in the ordinary course of business that would not reasonably be expected to identify Seller with the specific transaction contemplated hereby; or (vi) if required by subpoena issued in connection with any litigation or proceeding.

Each Party shall use reasonable efforts to notify the other of impending press-releases regarding the conclusion of this Agreement and the Individual Transfers; provided that the Sellers shall not release any press release or otherwise publicly announce in advance of the Purchaser without the Purchaser’s prior written consent; provided further that substantially similar press-releases shall

not require additional notification. The Parties shall so far as reasonably practicable, coordinate with each other to achieve consistency in the factual content of any press-releases.

The Parties shall attempt in good faith to resolve any dispute by mutual agreement by the following procedure:

In the event that a dispute cannot be settled pursuant to Section 21.1, the Parties agree that the Courts of Frankfurt am Main shall have exclusive jurisdiction over any and all disputes unless required otherwise by mandatory law.

Sellers acknowledge that they have been advised that the Purchasers are subsidiaries of a publicly registered company (the “Company”). Sellers further acknowledge that, as a publicly registered company, the Company is required to make certain filings with and/or disclosures to the Securities and Exchange Commission (collectively, the “SEC Filings”) that relate, among other things, to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Period”) for the Prime Properties. To assist the Company in preparing the SEC Filings, Seller agrees to provide Purchasers, at or before Closing, with the following: (i) access to bank statements for the Audited Year and Stub Period, (ii) rent roll as of the end of the Audited Year and Stub Period, (iii) operating statements for the Audited Year and Stub Period (iv) access to the general ledger for the Audited Year and Stub Period, (v) cash receipts schedule for each month in the Audited Year and Stub Period, (vi) access to invoices for expenses and capital improvements in the Audited Year and Stub Period, (vii) accounts payable ledger and accrued expense reconciliations in the Audited Year and Stub Period, (viii) check register for the three (3) months following the Audited Year and Stub Period, (ix) the Lease and five (5) year lease schedules, to the extent applicable, (x) copies of all insurance documentation for the Audited Year and Stub Period, (xi) copies of accounts receivable aging as of the end of the Audited Year and Stub Period along with an explanation for all accounts over thirty (30) days past due as of the end of the Audited Year and Stub Period, and (xii) signed representation letter and audit inquiry letter substantially in the forms attached hereto as Annex 22a and Annex 22b, respectively. Sellers agree that if after Closing Purchasers are required by the Securities and Exchange Commission to provide any additional financial or other information regarding any SEC Filings, Sellers will fully cooperate with Purchasers in connection with the preparation of such information, including providing access to certain information at Sellers' offices. Further, Sellers agree that if a Purchaser is required by the Securities and Exchange Commission to provide additional items related to such information, Sellers shall fully cooperate with Purchasers to deliver such related items. The provisions of this Section 22 shall survive the Closing.

Sellers acknowledge that the Company is a public real estate investment trust (“REIT”). Sellers further acknowledge that as a REIT, the Company is subject to certain filing and reporting requirements in accordance with federal laws and regulations, including, but not limited to, regulations promulgated by the Securities and Exchange Commission. Accordingly, and notwithstanding any provision of this Agreement or the provisions of any other existing agreement between the parties hereto to the contrary, Purchasers may publically file, disclose, report or publish any and all information related to this transaction that may be reasonably interpreted as being required by federal law or regulation. Notwithstanding the foregoing, the Purchasers will consult with the Sellers on any publications referring to the Sellers before publishing them and shall consider, to the extent legally permitted, the Sellers' comments.

Sellers further agree that they shall fully cooperate with Purchasers in complying with any and all laws, regulations, ordinances, requirements and restrictions in maintaining its status as a REIT. The provisions of this Section 22.2 shall survive the Closing.

Any payment under this Agreement must be made free of all taxes, bank charges and other deductions by wire transfer of immediately available funds and in the currency agreed herein. Any such payment shall be deemed to have been duly made only upon the irrevocable and unconditional crediting of the amount payable (without deduction of any costs or charges) to the relevant bank account on, and on a value date no later than, the relevant due date.

All payments due under this Agreement shall be made to the bank accounts notified by the Sellers or the Purchasers, as appropriate, unless Section 4.2 or the Individual Transfers provide otherwise.

No Seller shall be liable for any obligations of another Seller acting on behalf of a different real estate fund (several liability, Ausschluss der gesamtschuldnerischen Haftung). Within the same real estate fund, Sellers shall be jointly and severally liable for any obligations hereunder (gesamtschuldnerische Haftung).

Any Purchaser shall be jointly liable together with all other Purchasers and each Purchaser assumes to fulfill all obligations of any other Purchaser and assignee under this Umbrella SPA (gesamtschuldnerische Haftung).

Any amendments to this Agreement shall be in writing, signed by each of the Parties to be valid and require the explicit reference to this Agreement but must be in notarial form if this is required by mandatory law. This is also applicable for an amendment of this Section 23.5.

Should a provision of this Agreement or a provision later on included in this Agreement be or become null and void as a whole or in part, or should a gap in this Agreement become evident, this does not affect the validity of the remaining provisions. The Parties are aware of the German Federal Supreme Court's (Bundesgerichtshof) decision according to which a severability Section merely reverses the burden of proof. However, it is the express intention of the Parties to maintain the validity of the remaining provisions at all events and thus to exclude the applicability of section 139 BGB as a whole. Instead of the null and void provision, or in order to fill the gap, such valid and practicable regulation is deemed to be agreed with effect ex tunc that in legal and economic terms comes closest to what the Parties intended or would have intended in accordance with the purpose of this Agreement if they had considered the point at the time of conclusion of this Agreement.

If the nullity of a provision is due to a degree of performance or time (period or deadline) laid down in this provision, then the provision is deemed to be agreed with a legally permissible degree that comes closest to the original degree. However, the Agreement is null and void as a whole if it is null and void in relation to individual Parties or if the partial nullity concerns the contractual main performance obligations or a part of them.

Republic of Germany applicable to parties residing within the Federal Republic of Germany without regard to the conflicts of law provisions of the law of the Federal Republic of Germany.

In case of discrepancies between this Agreement and the Umbrella Agreement, the terms and conditions of this Agreement and its Annexes and Schedules shall prevail.

Each Party shall from time to time execute and deliver all such further documents and agreements and take all such further actions as the other Party may reasonably require in order to effectively consummate the transactions contemplated by this Agreement and the Individual Transfers as provided herein.

This Agreement shall not grant any rights to, and is not intended to operate for, the benefit of third parties unless otherwise explicitly provided for herein.

Except as expressly provided otherwise in this Agreement, with respect to the payment of any Individual Purchase Price, no Party shall be entitled (i) to set-off (aufrechnen) any rights and claims it may have under the Agreement, or (ii) to refuse to perform on the grounds of a right of retention (Zurückbehaltungsrecht) unless the rights or claims of the relevant Party claiming a right of set-off (Aufrechnung) or retention (Zurückbehaltung) have been acknowledged (anerkannt) in writing by the relevant other Party/Parties or have been confirmed by final decision of a competent court (Gericht) or arbitration court (Schiedsgericht).