Major deal points in this comprehensive ground lease proposal includes:

• Parties.

• Consideration (attached exhibit of outlining ground lease rental terms).

• Site.

• Adjacent property escrow (optional).

• Title search and document delivery to tenant.

• Contingencies (title, feasibility, major tenant commitments, entitlements, soils tests, hazardous materials investigation and twelve additional optional contingencies).

• Contingency approval periods.

• Entitlements.

• Tenant's reasonable due diligence.

• Escrow; escrow fees and closing costs.

• Escrow extensions.

• Tenant's termination right.

• Landlord's termination right.

• Hazardous materials (alternative clauses allocating costs between landlord and tenant).

• Entry.

• Marketing signs.

• Assignment.

• Condemnation prior to closing.

• Title.

• Brokerage commissions.

• Tenant's default: liquidated damages (landlord's exclusive remedy is to retain amounts theretofore paid to escrow holder or released to landlord).

• Non-binding.

• Time limit of proposal.

• Confidentiality and good faith.