SEC Filing :: Stratus Properties Inc.

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strs-20260130

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 30, 2026

Stratus Properties Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37716

72-1211572

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)


212 Lavaca St., Suite 300
Austin,	Texas	78701
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (512) 478-5788

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	STRS	The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Effective January 30, 2026, Stratus and certain of its wholly-owned subsidiaries named below (the Subsidiary Borrowers, and collectively with Stratus, the Borrowers), as borrowers, and Comerica Bank, as lender, entered into the Tenth Modification Agreement (the Tenth Modification), which amends that certain Loan Agreement dated June 29, 2018 by and between the Borrowers and Comerica Bank (the Loan Agreement), and that certain Second Amended and Restated Revolving Promissory Note dated March 25, 2025 by and between the Borrowers and Comerica Bank (the Note), each as previously amended. The Subsidiary Borrowers are Stratus Properties Operating Co., L.P., a Delaware limited partnership, Circle C Land, L.P., a Texas limited partnership, The Villas at Amarra Drive, L.L.C., a Texas limited liability company, and Stratus Lakeway Center, L.L.C., a Texas limited liability company.

The Loan Agreement and Note provide for a secured revolving credit facility. The Tenth Modification amends the Loan Agreement and Note to extend the maturity date to March 27, 2028. At January 30, 2026, the borrowing base limit was $27.4 million, and the Borrowers had $17.4 million available under the facility, net of letters of credit totaling $10.0 million that have been issued under the facility.

The foregoing description of the Tenth Modification does not purport to be complete and is qualified in its entirety by reference to the full text of the Tenth Modification, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On January 30, 2026, Stratus Kingwood Place, L.P. (Seller), a Texas limited partnership and a subsidiary of Stratus Properties Inc. (Stratus), completed the previously disclosed disposition of the real and personal property associated with the Kingwood Place project to CH Realty X/R Houston Kingwood Place, L.P., a Delaware limited partnership (Purchaser), for a purchase price of $60.8 million in cash. The sale was made pursuant to an Agreement of Sale and Purchase, as amended, between Seller and Purchaser (the Kingwood Purchase Agreement). Stratus owns approximately 60% of Kingwood Place through a limited partnership with equity investors. Pre-tax net cash proceeds were approximately $27.1 million, after selling costs and payment of the project loan. After establishing a reserve for remaining costs of the partnership, Stratus received a cash distribution of approximately $16.2 million from the partnership in connection with the sale and $10.6 million of the net proceeds were distributed to the noncontrolling interest owners.

The foregoing description of the Kingwood Purchase Agreement and the transactions contemplated thereby is not intended to be complete and is qualified in its entirety by reference to the full text of the Kingwood Purchase Agreement, as amended, copies of which are attached hereto as Exhibit 2.1 and Exhibit 2.2, and are incorporated herein by reference.

Item 8.01. Other Events.

On February 5, 2026, Stratus issued a press release, titled “Stratus Properties Inc. Completes Sale of Kingwood Place for $60.8 Million.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(b) Pro forma financial information.

The following unaudited pro forma financial statements were derived from Stratus’ historical financial statements and are being presented to give effect to (1) the disposition of Lantana Place – Retail for pre-tax net cash proceeds of $26.9 million after selling costs and payment of the project loan, as reported in

Stratus’ Current Report on Form 8-K dated November 20, 2025 (the Lantana Place – Retail Disposition) and (2) the disposition of Kingwood Place for pre-tax net cash proceeds of $27.1 million after selling costs and payment of the project loan, as described above in Item 2.01 of this report (the Kingwood Place Disposition).

Presented below are the following unaudited pro forma financial statements:

•Condensed consolidated balance sheet as of September 30, 2025, as adjusted assuming the Lantana Place – Retail Disposition and the Kingwood Place Disposition had occurred on September 30, 2025; and

•Condensed consolidated statements of operations for the year ended December 31, 2024, and the nine months ended September 30, 2025, as adjusted assuming the Lantana Place – Retail Disposition and the Kingwood Place Disposition had occurred on January 1, 2024.

The unaudited pro forma condensed financial statements are prepared in accordance with Rule 8-05 and Article 11 of Regulation S-X. The pro forma adjustments have been made solely for the purpose of providing pro forma financial information as required by the U.S. Securities and Exchange Commission (SEC) rules. Differences between these pro forma adjustments and the final accounting for Lantana Place – Retail Disposition and the Kingwood Place Disposition may be material. The pro forma adjustments are described in the accompanying notes and are based upon information and assumptions available at the time of the filing of this report.

The pro forma financial information is provided for informational purposes only and is not representative or necessarily indicative of what the actual consolidated results of operations or the consolidated financial position of Stratus would have been had the Lantana Place – Retail Disposition and the Kingwood Place Disposition occurred on the dates assumed, nor are they necessarily representative or indicative of Stratus’ future consolidated results of operations or consolidated financial position. The unaudited pro forma condensed consolidated balance sheet and statements of operations should be read in conjunction with (i) the accompanying notes to the pro forma financial information (ii) the Current Report on Form 8-K filed with the SEC on October 23, 2025 (for reporting the Lantana Place – Retail purchase agreement), (iii) the Current Report on Form 8-K filed with the SEC on November 20, 2025 (for reporting the Lantana Place – Retail Disposition), (iv) the Current Report on Form 8-K filed with the SEC on December 22, 2025 (for reporting the Kingwood Purchase Agreement), (v) the historical audited consolidated financial statements and accompanying notes of Stratus contained in its Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 28, 2025 (2024 Form 10-K), and (vi) the historical unaudited condensed consolidated financial statements and accompanying notes of Stratus contained in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the SEC on November 12, 2025 (Third Quarter 2025 Form 10-Q).

STRATUS PROPERTIES INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 2025

(In Thousands)


	Historical (1)		Lantana Place – Retail Adjustments (2)		Kingwood Place Adjustments (3)		Pro Forma
ASSETS
Cash and cash equivalents	$	55,040	$	26,925	$	16,425	$	98,390
Restricted cash	483		—		—		483
Real estate held for sale	11,584		—		—		11,584
Real estate under development	182,775		—		—		182,775
Land available for development	76,281		—		(1,912)		74,369
Real estate held for investment, net	226,776		(26,142)		(31,771)		168,863
Lease right-of-use assets	9,537		—		—		9,537
Deferred tax assets	153		—		—		153
Other assets	9,933		(3,225)		(2,656)		4,052
Total assets	$	572,562	(2,442)		(19,914)		550,206

LIABILITIES AND EQUITY
Liabilities:
Accounts payable	$	8,480	—		—		8,480
Accrued liabilities, including taxes	6,657		(773)		(407)		5,477
Debt	203,898		(29,451)		(32,550)		141,897
Lease liabilities	15,219		—		—		15,219
Deferred gain	1,087		—		—		1,087
Other liabilities	5,135		(742)		(319)		4,074
Total liabilities	240,476		(30,966)		(33,276)		176,234

Total equity	332,086		28,524		13,362		373,972
Total liabilities and equity	$	572,562	(2,442)		(19,914)		550,206

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

(1)Stratus’ historical financial information has been derived from its Third Quarter 2025 Form 10-Q.

(2)Pro forma adjustments reflect the Lantana Place – Retail Disposition for pre-tax net cash proceeds of $26.9 million after the use of a portion of the proceeds to pay the full outstanding balance of the project loan ($29.8 million). The pre-tax net cash proceeds exclude any settlement prorations upon closing of the transaction.

A reconciliation of the sale price to net cash proceeds follows (in thousands):


Sale price	$	57,500
Buyer credit	(125)
Selling costs	(650)
Lantana Place project loan principal balance	(29,800)
Net cash proceeds	$	26,925

(3)Pro forma adjustments reflect the Kingwood Place Disposition for pre-tax net cash proceeds of $27.1 million after the use of a portion of the proceeds to pay the full outstanding balance of the project loan ($33.0 million). The pre-tax net cash proceeds exclude any settlement prorations upon closing of the transaction. A reserve was established for remaining costs of the partnership.

A reconciliation of the sale price to net cash proceeds follows (in thousands):


Sale price	$	60,800
H-E-B Profit Participation	(78)
Selling costs	(653)
Kingwood Place project loan principal balance	(33,000)
Net cash proceeds	27,069
Distribution to noncontrolling interest owners	(10,644)
Stratus net cash proceeds including reserve established for remaining costs of the partnership	$	16,425

STRATUS PROPERTIES INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands)


	Nine Months Ended September 30, 2025
			Adjustments
	Historical (1)		Lantana Place – Retail (2)		Kingwood Place (3)		Other (4)		Pro Forma
Revenues	$	21,617	$	(3,842)	$	(3,079)	$	—	$	14,696
Cost of sales	27,790		(2,356)		(1,727)		—		23,707
General and administrative expenses	11,474		—		—		—		11,474
Gain on sale of assets	(5,200)		—		—		—		(5,200)
Operating loss	(12,447)		(1,486)		(1,352)		—		(15,285)
Interest expense, net	(1,026)		1,562		1,666		(2,202)		—
Loss on interest rate cap agreements	(23)		—		—		—		(23)
Loss on extinguishment of debt	(216)		55		—		—		(161)
Other loss, net	(181)		—		(34)		—		(215)
(Provision for) benefit from income taxes (6)	(166)		(12)		(52)		462		232
Net (loss) income and total comprehensive (loss) income	(14,059)		119		228		(1,740)		(15,452)
Total comprehensive loss attributable to noncontrolling interests	6,466		—		107		—		6,573
Net (loss) income and total comprehensive (loss) income attributable to common stockholders	$	(7,593)	$	119	$	335	$	(1,740)	$	(8,879)

Basic and diluted net loss per share attributable to common stockholders	$	(0.94)							$	(1.10)

Basic and diluted weighted-average common shares outstanding (7)	8,051								8,051


	Year Ended December 31, 2024
			Adjustments
	Historical (1)		Lantana Place – Retail (2)		Kingwood Place (3)		Other (4)		Pro Forma
Revenues	$	54,183	$	(5,205)	$	(4,055)	$	—	$	44,923
Cost of sales	43,012		(2,865)		(2,221)		—		37,926
General and administrative expenses	14,952		—		—		—		14,952
Profit participation in sale of Kingwood (5)	—		—		78		—		78
Gain on sale of assets	(1,626)		(27,510)		(22,969)		—		(52,105)
Operating (loss) income	(2,155)		25,170		21,057		—		44,072
Interest expense, net	—		1,545		2,452		(3,997)		—
Loss on extinguishment of debt	(69)		(332)		(373)		—		(774)
Other income, net	758		—		(6)		—		752
(Provision for) benefit from income taxes (6)	(442)		(5,633)		(3,058)		839		(8,294)
Net (loss) income and total comprehensive (loss) income	(1,908)		20,750		20,072		(3,158)		35,756
Total comprehensive loss (income) attributable to noncontrolling interests	3,864		—		(8,829)		—		(4,965)
Net income and total comprehensive income attributable to common stockholders	$	1,956	$	20,750	$	11,243	$	(3,158)	$	30,791

Net income per share attributable to common stockholders
Basic	$	0.24							$	3.82
Diluted	$	0.24							$	3.76

Weighted-average common shares outstanding (7)
Basic	8,059								8,059
Diluted	8,189								8,189

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(1)Stratus’ historical financial information has been derived from its Third Quarter 2025 Form 10-Q and 2024 Form 10-K, as applicable.

(2)Pro forma adjustments reflect the Lantana Place – Retail Disposition, including a pre-tax gain of approximately $27.5 million in 2024, and use of a portion of the net cash proceeds to pay the full outstanding balance of the project loan.

(3)Pro forma adjustments reflect the Kingwood Place Disposition, including an estimated pre-tax gain, net of noncontrolling interests, of approximately $13.7 million in 2024, and use of a portion of the net cash proceeds to pay the full outstanding balance of the project loan. The estimated gain was calculated based on estimated January 30, 2026 balances.

(4)All periods presented include adjustments to capitalized interest and the corresponding effect on income taxes.

(5)H-E-B has profit participation rights in the Kingwood Place project. H-E-B is entitled to receive 10% of any cash flow from operations or profit from the sale of the property after Stratus received a return of its equity plus a preferred return of 10%.

(6)The effect on income taxes of the pro forma adjustments has been computed based on the statutory rates in effect during the periods presented.

(7)The historical weighted-average shares of common stock outstanding exclude approximately 157 thousand shares for the first nine months of 2025 that were anti-dilutive as a result of the net loss for the period and 14 thousand shares for the year 2024 that were anti-dilutive.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number			Exhibit Title
10.1			Tenth Modification Agreement by and between Stratus Properties Inc., certain of its subsidiaries and Comerica Bank, effective as of January 30, 2026.
2.1†			Agreement of Sale and Purchase by and between Stratus Kingwood Place, L.P., as seller, and CH Realty X/R Houston Kingwood Place, L.P., as purchaser, dated as of December 18, 2025.
2.2†			First Amendment to Agreement of Sale and Purchase by and between Stratus Kingwood Place, L.P., as seller, and CH Realty X/R Houston Kingwood Place, L.P., as purchaser, effective as of December 31, 2025.
99.1			Press release dated February 5, 2026, titled “Stratus Properties Inc. Completes Sale of Kingwood Place for $60.8 Million.”
104			The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

† Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant customarily and actually treats as private or confidential.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Stratus Properties Inc.


			By:			/s/ Erin D. Pickens
						Erin D. Pickens
						Senior Vice President and Chief Financial Officer (authorized signatory and Principal Financial Officer and Principal Accounting Officer)

Date: February 5, 2026

Document

Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant customarily and actually treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.

AGREEMENT OF SALE AND PURCHASE

THE STATE OF TEXAS §

COUNTY OF MONTGOMERY §

THIS AGREEMENT OF SALE AND PURCHASE (“Agreement”) is made by and between STRATUS KINGWOOD PLACE, L.P., a Texas limited partnership (“Seller”), and CH REALTY X/R HOUSTON KINGWOOD PLACE, L.P., a Delaware limited partnership, and/or assigns as permitted herein (“Purchaser”). Seller and Purchaser are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties”.

W I T N E S S E T H:

Sale and Purchase

1.01The Property. Seller hereby agrees to sell and convey unto Purchaser, and Purchaser hereby agrees to purchase from Seller, for the price and subject to the terms, covenants, conditions and provisions herein set forth: (a) the land described on Exhibit “A” attached to this Agreement and incorporated herein by reference (the “Land”), together with all improvements thereon (the “Improvements”) and all of Seller's right, title and interest in and to all rights and appurtenances to the Land (the “Appurtenances”) (the Land, the Improvements and the Appurtenances are referred to in this Agreement collectively as the “Real Property”); (b) all of Seller’s right, title and interest in and to all leases for the occupancy of space within the Real Property as identified on the Rent Roll attached hereto as Exhibit “B-1” (as amended or modified, the “Tenant Leases”), and (c) all of Seller’s right, title, and interest in and to all of the items described and defined on Exhibit “B” attached hereto and incorporated herein by reference, being the Deposits, Plans and Reports, Warranties, Governmental Approvals and Permits, Utility Service Permits, Utility Service Rights, Street and Drainage Rights, Tangible Personal Property and Intangible Property described and defined therein (all of the foregoing being referred to herein individually by the names set out above, and collectively as the “Personal Property”). The Real Property and the Personal Property are referred to in this Agreement collectively as the “Property”. The Property is sometimes referred to herein as the “Shopping Center.”

1.02HEB ROFR. H-E-B, L.P., a Texas limited partnership (“HEB”), has been granted a right of first refusal (the “HEB ROFR”) over the sale of all or any portion of the Shopping Center under Paragraph 9(e) of its grocery store Lease in the Shopping Center (the “HEB Lease”). Prior to the Effective Date, Seller provided HEB with the Offer (as defined in the HEB Lease). HEB declined to exercise its right of first refusal and Seller may consummate the sale of the Property to Purchaser. If Seller is required to re-offer the Shopping Center to HEB pursuant to the HEB Lease, Seller agrees to deliver a further Offer to HEB and if HEB properly exercises the HEB ROFR, then (a) this Agreement shall be automatically terminated as of the date of such exercise; (b) the Earnest Money previously deposited by Purchaser shall be returned to Purchaser; and (c) Purchaser and Seller shall have no further obligations and liabilities to each other under this Agreement, except those obligations that expressly survive any termination of this Agreement.

II.
Consideration

2.01Purchase Price. The purchase price (“Purchase Price”) to be paid by Purchaser to Seller for the sale and conveyance of the Property is Sixty Million Eight Hundred Thousand and No/100 U.S. Dollars ($60,800,000.00).

2.02Payment of the Purchase Price. The Purchase Price will be payable in full in immediately available funds at Closing.

2.03Earnest Money. In order to secure Purchaser’s performance of this Agreement, Purchaser shall, within three (3) business days after the Effective Date of this Agreement, deposit One Million and 00/100 U.S. Dollars ($1,000,000.00) (the “Initial Deposit”) in cash or other readily available funds with Heritage Title Company of Austin, Inc. (the “Title Company”) at its offices at 200 W. 6th Street, Suite 1600, Austin, Texas 78701, Attn: Amy Fisher / Gregg Krumme as fee closer. In addition, if this Agreement has not otherwise been terminated, then within three (3) business days after the expiration of the Inspection Period (hereinafter defined), Purchaser shall deposit with Title Company an additional One Million and 00/100 U.S. Dollars ($1,000,000.00) in cash or other readily available funds (the “Additional Deposit”). All cash deposited with Title Company pursuant to the terms of this Section 2.03 shall be placed in an interest bearing account approved by the Parties, and the Initial Deposit and the Additional Deposit, together with all interest earned thereon is referred to in this Agreement collectively as the “Earnest Money”. Purchaser’s delivery of each applicable portion of the Earnest Money is a condition precedent to Seller’s obligations under this Agreement and Purchaser’s rights under this Agreement. The Earnest Money will be held and disbursed in accordance with the terms and provisions of Section 9.05 of this Agreement.

2.04 Independent Contract Consideration. ONE HUNDRED AND NO/100 DOLLARS ($100.00) out of the Initial Deposit shall be paid by Title Company to Seller as “Independent Contract Consideration” (herein so called) for Seller’s execution of this Agreement. The Independent Contract Consideration: (a) is delivered by Purchaser to Seller as consideration for Purchaser’s exclusive right and option to purchase the Property pursuant to this Agreement; (b) is in addition to and independent of any other consideration or payment provided in this Agreement; (c) is nonrefundable to Purchaser and shall be retained by Seller notwithstanding any other provision of this Agreement to the contrary; and (d) shall be credited against and applied in reduction of the Purchase Price at the Closing (hereinafter defined).

III.
Purchaser's Inspection Rights

3.01Inspection Period. The Parties previously entered into that certain Access and Indemnity Agreement dated December 1, 2025 (the “Access Agreement”) which remains in effect as of the Effective Date hereof. The period of time following the date of the Access Agreement until 5:00 p.m. Austin, Texas time on the date which is thirty (30) days after date of the Access Agreement, which date is deemed to be December 31, 2025, is referred to in this Agreement as the “Inspection Period”. Notwithstanding any provision hereof to the contrary, should Purchaser determine, in Purchaser’s sole and absolute discretion, that the Property is not satisfactory to Purchaser for any reason or no reason, Purchaser may terminate this Agreement by delivering written notice of such termination to Seller prior to the expiration of the Inspection Period and upon such termination, Purchaser shall receive a refund of the Earnest Money (less the Independent Contract Consideration) that has been deposited with Title Company. If Purchaser elects to proceed with the purchase of the Property, Purchaser will give written notice to Seller and Title Company of such election to proceed with the purchase (a “Feasibility Notice”) on or prior to the expiration of the Inspection Period. In the event Purchaser does not deliver a Feasibility Notice on or

prior to the expiration of the Inspection Period, then this Agreement shall be automatically deemed terminated.

3.02Property Information.

(a)In accordance with the Access Agreement, Seller furnished to Purchaser copies of the items in Seller’s possession as generally described on Exhibit “C” attached hereto and incorporated herein by reference.

(b)During the Inspection Period and for so long thereafter when this Agreement is still in effect, Purchaser may review and copy any third party reports and other information which are in Seller’s files and which relate to the physical or financial condition of the Real Property or the status of the governmental approvals or utility commitments for the Real Property (collectively, the "Property Condition"). Except for those items listed on Exhibit “C”, in no event, however, is Seller required to furnish to Purchaser any internal reports, memoranda or other items prepared by Seller’s own employees, any proprietary information of Seller, any communications from Seller’s attorneys, or any third party reports dealing with matters other than the Property Condition (including without limitation any property appraisals, financial analyses, market analyses and other similar items).

(c)The items referenced in Sections 3.02(a) and 3.02(b) above, together with all other information provided by Seller to Purchaser are referred to in this Agreement collectively as the “Property Information”. Seller and Purchaser acknowledge and agree that the Property Information was provided to Purchaser by access to an electronic data room. Terms and provisions of the Access Agreement relative to the Property Information are incorporated herein by reference for all purposes.

3.03Purchaser Access Rights. Terms and provisions of the Access Agreement relative to the Purchaser’s access and inspection rights for the Property are incorporated herein by reference for all purposes.

3.04Purchaser Due Diligence Materials. Terms and provisions of the Access Agreement relative to the Purchaser’s Purchaser Due Diligence Materials (as defined therein) are incorporated herein by reference for all purposes.

3.05Tenant Interviews and Meetings with Governmental Authorities. Terms and provisions of the Access Agreement relative to Tenant Interviews (as defined therein) are incorporated herein by reference for all purposes.

IV.
Title and Survey

4.01Title Commitment. Prior to the Effective Date, Seller obtained and caused to be delivered to both Seller and Purchaser: (a) a current commitment for title insurance issued by the Title Company in the amount of the Purchase Price on the current form TALTA 2021 standard form commitment promulgated by the Department of Insurance of the State of Texas (the "Title Commitment"), pursuant to which the Title Company through First American Title Insurance Company (the “Underwriter”) commits to issue to Purchaser an owner’s policy of title insurance, on the standard form promulgated by the Department of Insurance of the State of Texas, insuring Purchaser's title to the Real Property in the amount of the Purchase Price, subject only to the standard exceptions and exclusions

from coverage contained in such policy and the Permitted Exceptions (the "Title Policy"); and (b) copies of all title exception documents which are referenced in the Title Commitment (the “Title Review Documents”). All items which are reflected or disclosed on or within the Title Commitment and/or the Title Review Documents are referred to in this Agreement collectively as the “Title Review Items”.

4.02Survey. Seller, with the Property Information, furnished to Purchaser a copy of the existing ALTA survey of the Property sealed by Kyle A. Kocal, RPLS 6652 on November 19, 2024 (the “Survey”). All items which are reflected or disclosed on the Survey are referred to in this Agreement collectively as the “Survey Review Items”. Purchaser may, at its sole cost and expense, elect to update and/or recertify the Survey or obtain a new survey of the Property (any such updated or recertified survey, the “Updated Survey”).

4.03Purchaser’s Review of Title. Purchaser shall, no later than seven (7) days prior to the expiration of the Inspection Period (the “Title Objection Period”) deliver to Seller written notice of any objections which Purchaser has to any of the Title Review Items and/or the Survey Review Items (the “Title Objections”); provided, however, Purchaser shall be deemed to have objected to any Mandatory Cure Items. If Seller does not receive from Purchaser a written notice specifying those items which are Title Objections within the Title Objection Period, then all of the Title Review Items and all of the Survey Review Items shall be considered to be “Permitted Exceptions”. Except for the Mandatory Cure Items, Seller shall not be obligated to cure any of the Title Objections or to incur any costs, fees or expenses or initiate any action to cure or attempt to cure any of the Title Objections except as specifically set forth below. In the event that Seller fails to cause all of the Title Objections to be cured or removed as exceptions to title within five (5) days after receipt of the Title Objections or one (1) business day prior to the expiration of the Inspection Period, whichever is earlier (the “Title Curative Period”), or in the event Seller gives notice that it will not cure any one or more of the Title Objections (the “Refusal Notice”), then Purchaser may, as Purchaser’s sole and exclusive remedy, terminate this Agreement by delivering to Seller a written notice of termination on or before the expiration of the Inspection Period. Alternatively, Purchaser may elect to purchase the Real Property subject to all matters related to the Title Objections which have not been cured or removed. If Purchaser does not exercise its termination option under Section 3.01 above on or before the expiration of the Inspection Period, then Purchaser will be deemed to have waived the Title Objections (other than those which Seller has cured or agrees to cure prior to Closing) and to have waived Purchaser’s right of termination under this Section 4.03, and in such event all Title Objections (other than those which Seller has cured or agrees to cure prior to Closing) shall be deemed to be Permitted Exceptions under this Agreement. The foregoing notwithstanding, Seller agrees to (i) cause its third party liens against the Property referred to on Schedule C of the Title Commitment, together with the HEB Profit Participation Agreement (as hereinafter defined), to be released at or prior to Closing, (ii) to otherwise satisfy all requirements of the Title Company with respect to those items which are set forth on Schedule C of the Title Commitment as applicable to Seller and which do not require action on the part of Purchaser, (iii) pay all ad valorem taxes and assessments and all assessments under recorded documents (including under the Kingwood Declaration) for years prior to the year of Closing, (iv) deliver to Title Company at Closing an affidavit in a form reasonably acceptable to Title Company, sufficient to eliminate any exceptions for leases or rights of parties in possession, other than the parties claiming by or through the Tenant Leases as tenants only, and (v) cure all items which it subsequently agrees in writing to cure (clauses (i) – (v) referred to above being collectively, the “Mandatory Cure Items”). The Mandatory Cure Items do not, however, include any liens securing assessments under the Kingwood Declaration or any lien for ad valorem taxes or other governmental assessments not yet due and payable. Purchaser agrees to execute the waiver of inspection required in connection therewith and to otherwise reasonably cooperate with Seller, at no cost or liability to Purchaser, in order to satisfy all such requirements.

4.04New Title Matters. Purchaser shall have the right to have the Title Commitment updated on or before the date of Closing and raise any additional objections to items not appearing in the original Title Commitment or items appearing in the Updated Survey that do not appear in the Survey, in each case other than those that are expressly contemplated herein or those that are caused by Purchaser or any Purchaser Party (“New Objections”) by written notice to Seller on or before the Closing Date. If Seller shall not correct or remove the defects or objections which Seller has agreed to cure by Closing in accordance with Seller’s Cure Notice, then Purchaser, in Purchaser's sole discretion or judgment, may:

(i)accept the Property with such defects (unless such defects are a Mandatory Cure Item, for which Seller is unequivocally obligated to remove from the Title Commitment such that they do not appear on the Title Policy) by consummating the Closing on the Closing Date (unless such defects are a Mandatory Cure Item, for which Seller is unequivocally obligated to remove from the Title Commitment so that they do not appear on the Title Policy); or

(ii)elect to terminate this Agreement by written notice to Seller on or before the Closing Date, in which event the Earnest Money (less the Independent Contract Consideration), together with any interest earned thereon, shall be returned to Purchaser, and thereupon Purchaser and Seller shall be released and relieved of all further rights, liabilities and obligations hereunder (except those that expressly survive the termination of this Agreement, including the remedies for a Seller or Purchaser default under Article IX).

V.
Closing

5.01Closing Date. This transaction shall close at the Title Company’s offices or other location acceptable to the Parties on or before the date that is thirty (30) days after expiration of the Inspection Period (the “Closing Deadline”). In the event that the Closing Deadline does not fall on a business day, then the Closing Deadline will automatically extend to the next business day. The closing of the transaction evidenced by this Agreement is referred to in this Agreement as the “Closing”; and the actual date upon which the Closing occurs is referred to in this Agreement as the “Closing Date”. The foregoing notwithstanding, Seller may, at its option, extend the Closing Deadline and the Closing Date for up to thirty-five (35) days in order to facilitate payment to its third party lender on a standard payment date (i.e., the first day of the calendar month) unless such requirement is waived by Seller’s third party lender (“Seller Extension Option”). In order to for Seller to exercise the Seller Extension Option, Seller must notify Purchaser in writing that Seller is exercising the Seller Extension Option no later than five (5) business days prior to the original Closing Deadline. Seller and Purchaser acknowledge and agree that Gregg Krumme of Armbrust & Brown PLLC will serve as the closing agent for the Title Company provided that all funds at Closing will be paid through the Title Company’s escrow account and all closing documents shall be delivered to the attention of Amy Fisher at Heritage Title Company of Austin, Inc.

5.02Seller’s Closing Obligations. At the Closing, Seller shall, at Seller’s sole cost and expense:

(a)execute and deliver to Purchaser a special warranty deed in the form of Exhibit “D” attached to this Agreement and incorporated herein by reference, with all blanks therein completed as necessary and with a description of the Land attached thereto as Exhibit “A” and a list of the Permitted Exceptions attached thereto as Exhibit “B” (the “Deed”);

(b)execute and deliver to Purchaser a bill of sale and assignment in the form of Exhibit “E” attached to this Agreement and incorporated herein by reference (the “Bill of Sale and Assignment”);

(c)deliver to Purchaser executed originals of all of the Tenant Leases (to the extent available) along with an updated and certified Rent Roll represented to be true, complete and correct in all material respects to the best of Seller’s actual knowledge (the “Updated Rent Roll”);

(d)execute and deliver to Purchaser a notice to each of the Tenants under the Tenant Leases in the form of Exhibit “G” attached to this Agreement and incorporated herein by reference, with all blanks therein completed as necessary (collectively, the “Tenant Notice Letters”);

(e)execute and deliver to Purchaser a “non-foreign” certificate sufficient to establish that withholding of tax is not required in connection with this transaction;

(f)execute and deliver such other documents as are customarily executed by a seller in connection with the conveyance of similar property in Montgomery County, Texas, including a release of the HEB Profit Participation Agreement, and all required closing statements, releases, affidavits, evidences of authority to execute the documents, certificates of good standing, corporate resolutions and any other instruments reasonably required by the Title Company;

(g)evidence reasonably satisfactory to Purchaser of Seller’s termination of the Property Agreements that Seller is required to terminate pursuant to Section 6.07 and all existing leasing and management agreements; and

(h)deliver to Purchaser all landlord keys to the Property.

5.03Purchaser’s Closing Obligations. At the Closing, Purchaser shall, at Purchaser’s sole cost and expense:

(a)deliver to Title Company the Purchase Price plus the full amount of all expenses and other sums which Purchaser is required to pay under the terms of this Agreement, all for disbursement in accordance with the terms and provisions of this Agreement;

(b)execute and deliver to Seller counterpart originals of the Bill of Sale and Assignment;

(c)execute and deliver the Tenant Notice Letters to each of the tenants under the Tenant Leases; and

(d)execute and deliver such other documents as are customarily executed by a purchaser in connection with the conveyance of similar property in Montgomery County, Texas, including all required closing statements, releases, affidavits, evidence of authority to execute documents, certificates of good standing, corporate resolutions, and other instruments which are reasonably required by the Title Company.

5.04Closing Costs. Seller and Purchaser each agree to pay the following costs at Closing, in addition to any other amounts set forth in this Agreement.

(a)At or prior to the Closing, Seller must pay: (i) the basic premium for the Title Policy; (ii) all costs incurred in connection with the preparation and recordation of any releases of existing liens against the Property, and the satisfaction of all other Mandatory Cure Items; (iii) one-half (½) of all recording fees charged in connection with any other documents which are recorded pursuant to the terms of this Agreement; (iv) one-half (½) of any escrow or closing fee charged by Title Company in connection with this Agreement; (v) all amounts payable to HEB under the “HEB Profit Participation Agreement” (more particularly described in the HEB Memorandum of Profit Participation Agreement) with regard to the Property; and (vi) any other closing costs customarily paid by a seller of similar property in Montgomery County, Texas, except as may be otherwise provided in this Agreement.

(b)At or prior to Closing, Purchaser must pay: (i) all charges for any endorsements to the Title Policy, all charges to modify the area and boundary exception in the Title Policy, and all inspection fees and other additional premiums or expenses of any kind or nature incurred in connection with the Title Policy; (ii) the full amount of all premiums for any mortgagee’s title policy requested by Purchaser, including charges for any survey endorsement or tax deletion requested; (iii) all expenses relating to Purchaser’s financing, including any and all costs, expenses and fees required by Purchaser’s lender; (iv) one-half (½) of all recording fees charged in connection with any documents which are recorded pursuant to the terms of this Agreement, except for any releases of liens to be recorded by Seller; (v) one-half (½) of any escrow fee charged by Title Company in connection with this Agreement; and (vi) any other closing costs customarily paid by a purchaser of similar property in Montgomery County, Texas, except as may otherwise be provided in this Agreement.

(c)Each Party will be responsible for the payment of its own attorneys’ fees.

5.05Prorations.

(a)All normally and customarily proratable items, including, without limitation, real estate and personal property taxes (“Taxes”), assessments under the HEB Declaration or under the Kingwood Declaration, utility expenses, and payments under the Property Agreements (but only to the extent such Property Agreements are being assumed by Purchaser at Closing) shall be prorated as of the Closing Date, Seller being charged and credited for all of the same up to such date and Purchaser being charged and credited for all of the same on and after such date. If the actual amounts to be prorated are not known as of the Closing Date, the proration shall be made on the basis of the best information then available, and thereafter, when actual figures are received, a cash settlement will be made between Seller and Purchaser. Seller shall be obligated to pay any and all taxes and assessments that arise as a result of change in land usage or ownership, including without limitation all "rollback" or other additional taxes.

(b)If the Taxes for the year of Closing are not known as of the Closing Date, the proration for Taxes will be determined based upon the appraised value of the

Property and the tax rates applicable to the Property during the year prior to the calendar year of the Closing.

(c)If the actual amounts to be prorated with respect to expenses other than Taxes are not known as of the Closing Date, the prorations with respect to those expenses shall be made on the best information then available.

(d)With respect to both Taxes and other expenses, after the actual amounts of the Taxes or other expenses are known, adjustments, if needed, will be made between Seller and Purchaser.

(e)The foregoing notwithstanding, it is acknowledged and agreed that the tenants under the HEB Lease, the Tenant Lease with HEB for the fulfillment center (the “HEB Fulfillment Center Lease”), the Tenant Lease with Tres Habernos/Kingwood, Ltd., assignee of RDM, Inc. (the “Lupe Tortilla Lease”) and the Tenant Lease with JPMorgan Chase Bank (the “JPMorgan Chase Lease”) are responsible to pay Taxes applicable to calendar year 2025 and subsequent calendar years for their respective leased premises (each a separate tax parcel) directly to the applicable taxing authority and, accordingly, Taxes for the tax parcels under the HEB Lease, the HEB Fulfillment Center Lease, and the JPMorgan Chase Lease will not be pro-rated at the Closing.

(f)All deposits held by the providers of utility services to the Real Property shall be refunded to the Seller by the appropriate utility providers. Purchaser shall be solely responsible to make arrangements for the continuation of utility services to the Real Property, including without limitation, the obligation to post new utility deposits. Notwithstanding the foregoing, Seller will not take any action or fail to take any action which would result in the cessation or termination of utility service to the Real Property.

(g)All security deposits required under the terms of the Tenant Leases shall be delivered to Purchaser at the Closing, and Purchaser will assume all liabilities and obligations of Seller in connection with such security deposits. As for any security deposits not in the form of cash (e.g., letters of credit), Seller must deliver to Purchaser at Closing the original letter of credit or other non-cash instrument, together with all transfer documentation and transfer fees required by the issuing entity to cause same to be reissued to Purchaser immediately following the Closing. Seller and Purchaser agree to cooperate to ensure that fully executed Tenant Letters are sent to all of the Tenants at the Property within ten (10) days following the Closing.

(h)All rents collected with respect to the Property as of the Closing Date for the then current month shall be prorated as of the Closing Date. Purchaser shall make a reasonable attempt after Closing to collect uncollected rents for any period prior to Closing (the “Delinquent Rents”) in the usual course of operation of the Property; provided, however, Purchaser shall not be required to declare a lease default or institute any legal action in any court against any Tenant. Seller may not initiate (nor demand that Purchaser initiate) legal proceedings for collection of delinquent rentals against any Tenants. One hundred eighty (180) days after the Closing Date, upon written request from Seller, Purchaser shall provide Seller with a written accounting (the “Uncollected Rents Accounting”) of all of the

Delinquent Rents and all other rents and expenses collected by Purchaser after Closing. Purchaser shall promptly pay to Seller all Delinquent Rents not previously remitted by Purchaser to Seller, but only to the extent Seller is entitled to the same under this section. In making the computations required by this Section, all amounts of Delinquent Rent collected from Tenants shall be applied: (i) first to Purchaser’s actual and reasonable costs of collection, including, without limitation, court costs and reasonable attorneys’ fees; (ii) next, to current rental owed by such Tenant; and (iii) finally, to delinquent rentals, if any, owed by such Tenant in the inverse order of their maturity. Seller will deliver to Purchaser, within five (5) business days following receipt, any rents received by Seller after the Closing and attributable to the period from and after the Closing which is available for distribution after application of Delinquent Rents in accordance with priority set forth in the sentence above. If Seller has provided any Tenant with free rent under the terms of its Tenant Lease (the “Free Rent”), then Seller agrees, at the Closing, to provide Purchaser with a credit against the Purchase Price equal to that portion of Free Rent, if any, covering the period after the Closing Date.

(i)Seller, as landlord under the Tenant Leases, is currently collecting from certain Tenants additional rent to cover Taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, “Reimbursable Tenant Expenses”) incurred by Seller in connection with the ownership, operation, maintenance and management of the Property. Seller agrees to prepare tenant reconciliation statements for Reimbursable Tenant Expenses for calendar year 2025 (“2025 Reconciliation”) for Purchaser’s review. Following closing, Purchaser will transmit to Tenants and bill the Tenants for any amounts due under such reconciliation statements (with copies delivered to Seller) on or prior to the date due under such Tenant Leases. To the extent that landlord is owed any amounts related to Reimbursable Tenant Expenses for 2025 based on such reconciliation statements and Purchaser receives such amounts, Purchaser shall deliver Seller’s pro rata share of such amounts to Seller within five (5) business days following the receipt thereof. If the 2025 Reconciliation reflects that Tenants overpaid Reimbursable Tenant Expenses for 2025, then, at Purchaser’s option, Seller will promptly reimburse each Tenant Seller’s pro rata share of overpayment when Purchaser provides such reconciliation statements along with back up information to Seller, or Purchaser will promptly reimburse each Tenant Seller’s pro rata share of overpayment, and Seller will reimburse Purchaser within fifteen (15) days of a written request with back up documentation supporting such calculation. Seller will cooperate with Purchaser to provide all invoices and other information reasonably necessary for Purchaser to perform such reconciliation attributable to the time period prior to Closing.

(j)All (i) unpaid tenant finish out or construction allowances, landlord construction cost or reimbursement obligations, if any, under the Tenant Leases executed on or prior to Closing (“Unpaid Allowances”), and (ii) unpaid leasing commissions, if any, for Tenant Leases executed on or prior to Closing (“Unpaid Leasing Commissions”), will be credited to Purchaser at the Closing, and Purchaser will assume all liabilities and obligations of Seller in connection with the payment of the Unpaid Allowances and the Unpaid Leasing Commissions to the extent included in such credit.

The provisions of this Section 5.05 shall survive the Closing.

5.06Section 1031 Exchange. Either Party (the "Exchanging Party") may consummate the sale and purchase of the Real Property as part of a so-called like kind exchange (the "Exchange") pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code"); provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange; (b) the consummation of the Exchange will not be a condition precedent or condition subsequent to the obligations of either Party under this Agreement; (c) the Exchanging Party shall effectuate the Exchange through an assignment of its rights under this Agreement to a qualified intermediary; (d) the other Party ("Non-Exchanging Party") shall not be required to take an assignment of any purchase agreement for replacement property or be required to acquire or hold title to any replacement property for purposes of consummating the Exchange; (e) the Non-Exchanging Party shall not be required to incur any cost or liability in connection with the Exchange; and (f) the Non-Exchanging Party shall not by this Agreement or by the acquiescence of the Non-Exchanging Party to the Exchange: (i) have its rights under this Agreement affected or diminished in any manner; or (ii) be responsible for compliance with or be deemed to have warranted to Exchanging Party that the Exchange in fact complies with Section 1031 of the Code.

VI.
Representations, Covenants, Notices and Other Matters

6.01Seller Representations: Seller represents and warrants to Purchaser as follows, which representations and warranties are true and correct as of the Effective Date of this Agreement and as of the Closing Date (as they may be modified in accordance with the provisions below):

(a)Except for the Tenant Leases, there are no outstanding leases, options to purchase, rights of first refusal (except for the HEB ROFR), letters of intent or rental agreements with respect to any of the Property. Seller has delivered or will deliver to Purchaser true, correct, and complete copies of all Tenant Leases as part of the Property Information.

(b)There are no Unpaid Leasing Commissions or Unpaid Allowances with respect to any portion of the Real Property except as disclosed on the certified Rent Roll, initially attached hereto as Exhibit “B-1” and as updated from time to time and at Closing.

(c)The person or persons executing this Agreement on behalf of Seller have full power and authority to execute this Agreement, and to bind Seller to the terms hereof.

(d)Seller is a duly organized and validly existing limited partnership under the laws of the State of Texas.

(e)Seller has, without notice to or consent or joinder of any other person or entity, the full right, power and authority to enter into and perform this Agreement, including full right, power and authority to sell the Property to Purchaser.

(f)Seller’s execution, delivery and performance of this Agreement: (i) are within Seller’s power and authority and have been duly authorized; and (ii) will not conflict with, or with or without notice or the passage of time, or both, result in a

breach of any of the terms and provisions of or constitute a default under any legal requirement, indenture, mortgage, loan agreement or instrument to which Seller is a party or by which Seller is bound.

(g)Seller has not been served with notice of any existing litigation with respect to the Property which would be binding upon Purchaser or the Property after the Closing, and to the knowledge of Seller, no such litigation has been threatened or asserted except as disclosed on Exhibit “H” attached hereto (the “Disclosure Exhibit”).

(h)Seller has not received any notice and has no knowledge of any pending improvement liens, special assessments or condemnations against the Property by any governmental authority.

(i)Seller has not received any written notice of any violation of any ordinance, regulation, law or statute of any governmental agency pertaining to the Property or any portion thereof or the operation thereof.

(j)Seller has received no written notice that the Property or the use thereof violates any covenants or restrictions encumbering the Property.

(k)No portion of the Property has been designated or assessed for “agricultural use” or as “qualified open space land” within the meaning of Article VIII, Section 1-D or Section 1-D-1 of the Texas Constitution, or the statutes relating thereto which are codified under the Texas Tax Code, as amended.

(l)To Seller’s knowledge, the Property is not the habitat or potential habitat of any species of flora or fauna which is protected under any applicable laws pertaining to the protection of flora or fauna (including, without limitation, federal Endangered Species Act) and the anticipated use of the Property does not violate any regulations concerning endangered or threatened species of flora or fauna.

(m)To Seller’s knowledge and except as disclosed in the Property Information, there are no Hazardous Materials stored on, incorporated into, located on, present in, discharged from, or used on the Real Property in violation of, and requiring remediation under Environmental Laws, and no portion of the Property has been used as a garbage or refuse dump site, a landfill, a waste disposal facility, a transfer station, or any other type of facility for storage, processing, treatment, or temporary or permanent disposal of waste materials, including, without limitation, solid, industrial, toxic, hazardous, radioactive, nuclear or putrescible waste or sewage, and there are no underground storage tanks of any kind or nature located within the Property. The term "Environmental Laws" includes without limitation the Resource Conservation and Recovery Act and the Comprehensive Environmental Response Compensation and Liability Act and other federal laws governing the environment as in effect on the date of this Agreement together with their implementing regulations and guidelines as of the date of this Agreement, and all state, regional, county, municipal and other local laws, regulations and ordinances that are equivalent or similar to the federal laws recited above or that purport to regulate Hazardous Materials. The term "Hazardous Materials" includes petroleum, including crude oil or any fraction thereof, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas

usable for fuel (or mixtures of natural gas or such synthetic gas), asbestos and asbestos containing materials, and any substance, material waste, pollutant or contaminant listed or defined as hazardous or toxic under any Environmental Law. To Seller’s knowledge and except as disclosed in the Property Information, no portion of the Property is currently in violation of or subject to any existing, pending, or threatened investigation or inquiry by any governmental authority or to any remedial obligations under any Environmental Laws.

(n)Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and will deliver an affidavit so confirming at Closing.

(o)Except for any contractors, subcontractors, suppliers, architects, engineers and others who have been engaged directly by Tenants under Tenant Leases to perform services or labor or to supply materials to such Tenants, all contractors, subcontractors, suppliers, architects, engineers, and others who have performed services or labor or have supplied materials by, through or under Seller in connection with Seller's acquisition, development, ownership, or management of the Property have been paid in full and all liens arising therefrom (or claims which the passage of time or the giving of notice, or both, could mature into liens) have been satisfied and released.

(p)All information set forth in any Rent Roll delivered to Purchaser from time to time is and shall be true, correct, and complete in all material respects as of its date. Seller has not received any written notice of any default or breach on the part of the landlord under any Tenant Lease, except as disclosed on the Disclosure Exhibit. Certain of the tenants under Tenant Leases may have exceeded the time allowed under their respective Tenant Leases to complete finish out of their space and to open for business.

(q)The list of Tangible Personal Property attached hereto as Exhibit "B-2" to be delivered to Purchaser pursuant to this Agreement is true, correct, and complete as of the date of its delivery. Seller has delivered to Purchaser, or will deliver to Purchaser as part of the Property Information, true, correct, and complete copies of all Property Agreements, and there are no other written agreements affecting the use, operation or management of the Property that will be binding on Purchaser after Closing.

(r)To the best of Seller's knowledge, there is no pending or contemplated eminent domain or condemnation of the Property or any portion thereof.

(s)Seller, (i) is not in receivership or dissolution, (ii) has not made an assignment for the benefit of creditors or admitted in writing its inability to pay its debts as they mature, (iii) has not been adjudicated a bankrupt or filed a petition in voluntary bankruptcy or a petition or answer seeking reorganization or an arrangement with creditors under the federal bankruptcy laws or any similar law or statute of the United States or any jurisdiction and no such petition has been filed against Seller, and (iv) to its knowledge, none of the foregoing are pending or contemplated.

(t)Neither Seller nor any holder of an interest in Seller is a “party in interest” to any employee benefit plans, and the Property is not an asset of an employee benefit plan covered under Part 4 of Title 1 of the Employee Retirement Income Security Act of 1974, as amended (ERISA), or as defined in Section 49, 75(e)(1) of the Internal Revenue Code of 1986, as amended. For purposes of the foregoing, the term “party in interest” shall have the meaning assigned to such term in Section 3(14) of ERISA.

(u)Seller is currently in compliance with, and shall at all times during the term of this Agreement (including any extension thereof) remain in compliance with, the regulations of the Office of Foreign Assets Control ("OFAC") of the Department of the Treasury (including those named on OFAC's Specially Designated Nationals and Blocked Persons List) and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating thereto.

(v)All of the Property Information prepared by or for Seller or its property manager regarding the financial matters of the Property were prepared in the ordinary course of business.

(w)Seller has not received any written notice of violation or breach by Seller or the Property the under the HEB Declaration or the Kingwood Declaration which has not been resolved.

All references in this Section 6.01 or elsewhere in this Agreement and/or in any other document or instrument executed by Seller in connection with or pursuant to this Agreement, to “Seller's knowledge” or “to the knowledge of Seller” and words of similar import shall refer to facts within the current actual knowledge of William H. Armstrong, III, Chief Executive Officer of Seller and Jon Andrus, development consultant of Seller (the “Seller Representatives”). Nothing in this Section 6.01 or the remainder of this Agreement shall imply or impose any duty of investigation or inquiry upon Seller or any of the Seller Representatives, or give rise to any personal liability on the part of any of the Seller Representatives. The warranties and representations of Seller set out in this Section 6.01, plus the warranties and representations of Seller in the closing documents executed by Seller pursuant to this Agreement, including, without limitation, the special warranty of title to be included in the Deed (collectively, the “Express Warranties”) and the covenants of Seller (the “Express Covenants”) set forth in this Agreement and the closing documents shall survive the Closing. EXCEPT FOR THE EXPRESS WARRANTIES, PURCHASER IS NOT RELYING ON ANY WARRANTIES, REPRESENTATIONS, PROMISES, COVENANTS, AGREEMENTS, GUARANTIES OR STATEMENTS OF ANY KIND OR NATURE (WRITTEN, ORAL, EXPRESS, IMPLIED OR OTHERWISE) by or from Seller or any agent, employee or other person operating by, through or under Seller. If Seller receives or gains knowledge of any facts or circumstances that would make any of the Express Warranties made by Seller under this Agreement inaccurate, incomplete or unperformable in any material respect, Seller will promptly notify Purchaser in writing of the existence of such facts and circumstances, and, so long as, with respect to the Express Warranties, such facts and circumstances are not within the direct control of Seller and provided that any such Express Warranties were accurate when originally made by Seller, Purchaser must, within five (5) business days after Purchaser’s receipt of such notice, either, as Purchaser’s sole and exclusive remedy: (i) accept such modified representation or warranty as Seller may then give consistent with the facts and circumstances set out in Seller’s notice and close under this Agreement, waiving Purchaser’s rights to object to any matters which are not covered by such modified representation or warranty; or (ii) terminate this Agreement by written notice of

termination to Seller. If Purchaser fails to deliver to Seller a written notice within the five (5) business day period referenced in the immediately preceding sentence, then Purchaser shall be deemed to have elected option (i) in the immediately preceding sentence. If Purchaser elects to terminate this Agreement in accordance with option (ii) above, then the Earnest Money (less the Independent Contract Consideration) will be refunded to Purchaser and, if the breach of such Express Warranty is due to the fault of Seller, then Seller will also reimburse Purchaser for its Third Party Costs (defined below).

PURCHASER ACKNOWLEDGES THAT PURCHASER WILL INDEPENDENTLY CAUSE THE PROPERTY TO BE INSPECTED ON PURCHASER'S BEHALF DURING THE INSPECTION PERIOD AND THAT PURCHASER HAS NOT ENTERED INTO THIS AGREEMENT BASED ON ANY REPRESENTATION, WARRANTY, AGREEMENT, STATEMENT OR EXPRESSION OF OPINION BY SELLER OR BY ANY PERSON OR ENTITY ACTING OR ALLEGEDLY ACTING FOR OR ON BEHALF OF SELLER, OTHER THAN THE EXPRESS WARRANTIES AND THE EXPRESS COVENANTS. PURCHASER UNDERSTANDS, AGREES AND ACKNOWLEDGES THAT THE PROPERTY IS SOLD BY SELLER AND ACCEPTED BY PURCHASER: (I) AS IS, WHERE IS, WITH ALL FAULTS, IF ANY, AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, OTHER THAN THE EXPRESS WARRANTIES; AND (II) SUBJECT TO (1) ALL MATTERS WHICH APPEAR IN OR ARE DISCLOSED BY THIS AGREEMENT, THE PROPERTY INFORMATION AND THE PERMITTED EXCEPTIONS (COLLECTIVELY, THE “DISCLOSED MATTERS”); (2) ALL OF THE DISCLAIMERS AND RELEASES SET OUT IN THIS AGREEMENT AND ALL OF THE DISCLAIMERS SET OUT IN THE DEED (COLLECTIVELY, THE “DISCLAIMERS”); AND (3) ALL MATTERS COVERED BY THE DISCLAIMERS (COLLECTIVELY, THE “DISCLAIMED MATTERS”).

PURCHASER, BY EXECUTION OF THIS AGREEMENT, AND EXCEPT FOR THE EXPRESS WARRANTIES AND EXPRESS COVENANTS, RELEASES SELLER FROM ANY AND ALL LIABILITIES, OBLIGATIONS AND CLAIMS OF ANY KIND OR NATURE FOR, CONCERNING OR REGARDING (OR ARISING UNDER, IN CONNECTION WITH OR OUT OF) THE DISCLOSED MATTERS AND THE DISCLAIMED MATTERS (INCLUDING WITHOUT LIMITATION ALL LIABILITY FOR CONTRIBUTION AND INDEMNITY, REGARDLESS OF WHETHER OF SUCH LIABILITY ARISES UNDER CONTRACT, STATUTE OR OTHERWISE), EXCEPT FOR THE EXPRESS WARRANTIES AND EXPRESS COVENANTS.

EXCEPT FOR THE EXPRESS WARRANTIES AND THE EXPRESS COVENANTS, SELLER SPECIFICALLY NEGATES AND DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS, GUARANTIES AND STATEMENTS OF ANY KIND OR CHARACTER WHATSOEVER (WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE) OF, AS TO, CONCERNING OR WITH RESPECT TO THE FOLLOWING MATTERS (ALL OF WHICH ARE "DISCLAIMED MATTERS" FOR PURPOSES OF THIS AGREEMENT): (1) THE NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE ACREAGE OF THE PROPERTY, THE DRAINAGE OF STORM WATER ONTO OR FROM THE PROPERTY, THE CONDITION OF THE SOILS LOCATED WITHIN THE PROPERTY, THE PRESENCE OR EXISTENCE OF ANY FAULTS WITHIN THE PROPERTY OR ANY OTHER MATTERS RELATED TO THE GEOLOGY OF THE PROPERTY OR ANY SURROUNDING AREAS; (2) THE AVAILABILITY OF WATER OR WATER RIGHTS WITH RESPECT TO THE PROPERTY; (3) THE AVAILABILITY OF UTILITIES TO THE PROPERTY OR THE EXISTENCE OR AVAILABILITY OF UTILITY COMMITMENTS TO SERVE THE PROPERTY; (4) WHETHER OR NOT ANY PORTION OF THE PROPERTY LIES

WITHIN ANY FLOOD PLAIN, FLOOD WAY, FLOOD PRONE AREA OR SPECIAL FLOOD HAZARD AREA; (5) THE STATUS OF ANY RIGHTS OF ACCESS TO THE PROPERTY, WHETHER BY PRIVATE EASEMENTS, PUBLIC ROADS OR OTHERWISE; (6) THE VALUE OF THE PROPERTY OR THE ANTICIPATED INCOME TO BE DERIVED FROM THE PROPERTY; (7) THE DEVELOPMENT POTENTIAL OF THE PROPERTY, INCLUDING WITHOUT LIMITATION, THE STATUS OF GOVERNMENTAL APPROVALS WITH RESPECT TO THE PROPERTY, THE ANTICIPATED DENSITIES WHICH MAY BE OBTAINED IN CONNECTION WITH THE DEVELOPMENT OF THE PROPERTY, OR ANY OTHER SIMILAR MATTERS; (8) THE SUITABILITY OF THE PROPERTY FOR ANY ACTIVITIES OR USES WHICH PURCHASER MAY CONDUCT THEREON; (9) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATIONS WITH ANY RESTRICTIVE COVENANTS OR OTHER LEGAL REQUIREMENTS OR LIMITATIONS WHICH ARE FILED OF PUBLIC RECORD; (10) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATIONS WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING WITHOUT LIMITATION ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS; (11) THE DISPOSAL OR EXISTENCE, IN OR ON THE PROPERTY, OF ANY ASBESTOS, PCB EMISSIONS, HYDROCARBONS, RADON GAS, OR HAZARDOUS OR TOXIC MATERIALS; (12) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (13) THE PLANNING, DESIGN OR ENGINEERING OF ANY IMPROVEMENTS LOCATED UPON OR WITHIN THE PROPERTY; (14) ANY MATTERS RELATED TO THE CONSTRUCTION OF ANY IMPROVEMENTS LOCATED UPON OR WITHIN THE PROPERTY, INCLUDING WITHOUT LIMITATION, THE QUALITY OF ANY LABOR OR MATERIALS INCORPORATED THEREIN; (15) THE EXISTENCE OF ANY DEFECTS (LATENT OR PATENT) OR THE STATE OF REPAIR OR LACK OF REPAIR OF ANY IMPROVEMENTS LOCATED UPON OR WITHIN THE PROPERTY; AND (16) ANY OTHER MATTERS WITH RESPECT TO THE PROPERTY OR THE AREA IN WHICH THE PROPERTY IS LOCATED.

NOTWITHSTANDING ANY PROVISION HEREOF TO THE CONTRARY, THE PROVISIONS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THIS SECTION 6.01, SHALL NOT RELEASE SELLER FROM LIABILITY FOR: (A) ANY DAMAGES, CLAIMS, LIABILITIES OR OBLIGATIONS ARISING OUT OF OR IN CONNECTION WITH A BREACH OF (OR FAILURE TO COMPLY WITH) ANY COVENANT, REPRESENTATION OR WARRANTY OF SELLER SET FORTH IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS TO THE EXTENT THE SAME SURVIVE THE CLOSING; OR (B) SELLER’S INTENTIONAL, ACTIVE FRAUD OR FRAUDULENT CONCEALMENT. FURTHER, SELLER ACKNOWLEDGES AND AGREES THAT PURCHASER HAS NOT ASSUMED, AND SHALL HAVE NO OBLIGATION TO INDEMNIFY SELLER FROM AND AGAINST, ANY GOVERNMENTAL OR THIRD PARTY CLAIMS ASSERTED AFTER THE CLOSING AS A RESULT OF ANY ACT OR OMISSION TAKEN OR FAILED TO BE TAKEN BY OR ON SELLER’S BEHALF PRIOR TO THE CLOSING.

6.02Purchaser Representations: Purchaser represents and warrants to Seller as follows:

(a)Purchaser is a duly organized and validly existing limited partnership under the laws of the State of Delaware.

(b)Purchaser has, without notice to or consent or joinder of any other person or entity, the full right, power and authority to enter into and perform this Agreement, including full right, power and authority to purchase the Property from Seller.

(c)Purchaser’s execution, delivery and performance of this Agreement: (i) are within Purchaser’s power and authority and have been duly authorized; and (ii) will not conflict with, or with or without notice or the passage of time, or both, result in a breach of any of the terms and provisions of or constitute a default under any legal requirement, indenture, mortgage, loan agreement or instrument to which Purchaser is a party or by which Purchaser is bound.

(d)To Purchaser’s current actual knowledge, Purchaser is, and on the Closing Date will be, financially able to consummate the purchase of the Property in the manner contemplated by this Agreement.

(e)Purchaser is not insolvent (as such term is in the United States Bankruptcy Code, 11 U.S.C. Sections 101, et seq. (the “Bankruptcy Code”)) and will not become insolvent as a result of entering into and consummating this Agreement or the transactions contemplated hereby (including, without limitation, the purchase of the Property), nor are the transactions contemplated hereunder or obligations incurred in connection herewith made or incurred by Purchaser with any intent to hinder, delay or defraud any creditors to which Purchaser is or becomes indebted. Purchaser acknowledges that it is receiving new, fair, reasonably equivalent value in exchange for the transfers and obligations contemplated by this Agreement, and affirmatively represents that neither its entry into this Agreement nor its consummation of the transactions contemplated hereby constitutes a fraudulent conveyance or preferential transfer under the Bankruptcy Code or any other federal, state or local laws affecting creditors rights generally.

(f)Purchaser is currently in compliance with, and shall at all times during the term of this Agreement (including any extension thereof) remain in compliance with, the regulations of the OFAC of the Department of the Treasury (including those named on OFAC's Specially Designated Nationals and Blocked Persons List) and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating thereto.

Each of the warranties and representations of Seller and Purchaser under this Agreement is true and correct as of the Effective Date of this Agreement and shall be true and correct as of the date of Closing. The warranties, representations and covenants of Seller and Purchaser contained in this Agreement shall survive the Closing and shall inure to the benefit of and be binding upon the heirs, legal representatives, successors and assigns of the Parties hereto.

6.03No Fraud In The Inducement.

(a)EACH PARTY UNEQUIVOCALLY REPRESENTS, ACKNOWLEDGES AND STATES THAT NEITHER THE OTHER PARTY NOR ANY AGENT, EMPLOYEE, CONTRACTOR OR OTHER PERSON OR ENTITY OPERATING BY, THROUGH OR UNDER THE OTHER

PARTY: (1) HAS MADE ANY WARRANTIES, REPRESENTATIONS, PROMISES OR STATEMENTS, EITHER EXPRESS OR IMPLIED, TO INDUCE SUCH PARTY TO ENTER INTO THIS AGREEMENT, EXCEPT TO THE EXTENT THAT THE SAME ARE EXPRESSLY SET FORTH IN THIS AGREEMENT; OR (2) HAS ANY DUTY TO MAKE ANY DISCLOSURES TO SUCH PARTY, EXCEPT TO THE EXTENT THAT THE SAME ARE EXPRESSLY SET FORTH IN THIS AGREEMENT.

(b)EACH PARTY UNEQUIVOCALLY REPRESENTS, ACKNOWLEDGES AND STATES THAT IN ENTERING INTO THIS TRANSACTION AND EXECUTING AND DELIVERING THIS AGREEMENT TO THE OTHER PARTY, SUCH PARTY IS: (1) NOT RELYING UPON ANY WARRANTIES, REPRESENTATIONS, PROMISES OR STATEMENTS, WHETHER EXPRESS OR IMPLIED, MADE BY THE OTHER PARTY OR ANY OFFICER, MANAGER, AGENT, REPRESENTATIVE, EMPLOYEE, CONTRACTOR OR OTHER PERSON OR ENTITY OPERATING BY, THROUGH OR UNDER THE OTHER PARTY, EXCEPT TO THE EXTENT THAT THE SAME ARE EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (2) EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY AND SPECIFICALLY SET FORTH IN THIS AGREEMENT, RELYING SOLELY ON ITS OWN INSPECTION, INVESTIGATION AND JUDGMENT.

6.04Seller Covenants. Seller agrees that, between the Effective Date of this Agreement and the Closing Date:

(a)Seller will not amend or enter into or grant any liens, easements, restrictive covenants or other agreements of any kind which would survive the Closing and which would affect title to the Property, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. Seller will also not terminate any easements, restrictive covenants or other agreements of any kind which would survive the Closing and which would affect title to the Property, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. Subject to the terms and provisions of Section 6.07 below, Seller may enter into Property Agreements after the Effective Date provided that Seller terminates any such Property Agreement pursuant to Section 6.07 below, without cost or liability to Purchaser. The foregoing notwithstanding, Purchaser has approved, and Seller may execute and record that certain Entergy Easement (electrical easement) in the form included in the Property Information in all material respects and such Entergy Easement will be a Permitted Exception hereunder for all purposes.

(b)Except for the Approved Leases and Tenant Lease Amendments as permitted under Section 6.06 below, Seller will not enter into any leases or other possessory agreements for the Property or any amendments or modifications to the Tenant Leases or Approved Leases which would be binding on Purchaser or the Property after the Closing, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion.

(c)Except for Approved Leases, Seller will not sell, transfer, convey, demolish, destroy, dispose of, relinquish, amend, alter, change or modify the Property or any portion thereof, except for tenant finish out and other improvements to the Property in the ordinary course of business without the prior written consent of Purchaser, which may be withheld in Purchaser’s sole discretion.

(d)Seller will operate and repair and maintain the Property in a first class condition commensurate with comparable retail shopping centers in the Houston (Kingwood), Texas area and in accordance with all applicable laws, codes and regulations, the Tenant Leases, the Approved Leases and all other agreements, restrictions or covenants applicable to, or binding upon the Property.

(e)Seller will promptly notify Purchaser of any material damage to or destruction of the Property or any portion thereof, and will keep Purchaser reasonably informed about the status of Seller’s insurance claim arising out of any casualty.

(f)Seller will promptly upon obtaining notice of same, notify Purchaser of any instituted or proposed foreclosure proceeding, condemnation action or other litigation with respect to the Property or any portion thereof.

(g)Seller will promptly upon obtaining notice of same, notify Purchaser of any legal, political, governmental, or administrative proceeding or moratorium instituted or proposed which specifically affects the Property in a materially adverse manner.

(h)Seller will not alter or amend in any way which would be binding upon Purchaser or the Property after the Closing, any governmental approval and permit applicable to the Property, or the zoning status of the Property, if applicable, without the prior written consent of Purchaser, which consent will not be unreasonably conditioned, withheld or delayed; and

(i)Seller will not make any commitments to any governmental authority, utility company, school board, church or other religious body, or any homeowners association, or any other organization, group or individual which would be binding upon Purchaser or the Property after the Closing.

6.05Purchaser Covenants. Purchaser agrees that, between the Effective Date of this Agreement and the Closing Date, neither Purchaser nor any of the Purchaser Parties will, without the prior written consent of Seller:

(a)have any contact (written, verbal or otherwise) with or make any commitments to any governmental authority, utility company, school board, church, religious body, homeowners association, or other similar organization or group with respect to the Property or allow any third party to make or have any such contact on behalf of Purchaser or any of the Purchaser Parties, except (1) Purchaser may make inquiries to municipal, local and other government representatives to the extent required by law or with respect to customary Phase I environmental, zoning and building code inquiries; (2) to seek estoppel certificates; (3) to utility companies as needed to establish accounts in Purchaser’s name; and (4) as is otherwise necessary in Purchaser’s reasonable judgment to perform its due diligence with regard to the Property;

(b)enter into any leases or other possessory agreements for the Property which would be binding on Seller or the Property after any termination of this Agreement;

(c)enter into or grant any easements, liens, encumbrances or other contracts or instruments which would be binding upon Seller or the Property after any termination of this Agreement;

(d)record in any public records, any memorandum or other instrument referencing this Agreement, other than any documents permitted pursuant to the terms of this Agreement or any lis pendens filed in connection with a suit for specific performance filed by Purchaser in conformance with the requirements of Section 9.02 of this Agreement;

(e)alter or amend in any way which would be binding upon Seller or the Property after any termination of this Agreement, the zoning or any other governmental approval or permit affecting the Property;

(f)commence any construction activities upon or within the Property;

(g)transfer, convey, dispose of or remove any portion of the Property; or

(h)terminate or amend or purport to terminate or amend any service contract, maintenance contract or other contract of any kind relating to the Property, except for contracts entered into by Purchaser in connection with its due diligence.

6.06Approved Leases. Seller will not enter into a Tenant Lease (a “New Lease”) or amendment to an existing Tenant Lease (“Tenant Lease Amendment”) without the prior written consent of Purchaser, which may be withheld in Purchaser’s reasonable discretion. Purchaser agrees to give Seller written notice of approval or disapproval of a proposed New Lease or Tenant Lease Amendment within five (5) business days after Purchaser’s receipt of Seller request for Purchaser’s approval and all relevant supporting documentation, as reasonably determined by Seller, including, without limitation, tenant financial information. If Purchaser does not respond to Seller’s request within such time period, then Purchaser will be deemed to have disapproved such new lease or new license agreement. Any Tenant Lease which is approved is referred to herein as an “Approved Lease”. The foregoing notwithstanding, Landlord may enter into a Tenant Lease Amendment without Purchaser consent that is entered into to document a tenant’s exercise of its renewal option existing as of the Effective Date set forth in its Tenant Lease but will provide Purchaser prompt notice of same.

6.07Property Agreements. Seller has provided Purchaser with copies of all Property Agreements identified on Exhibit “C-1” attached hereto (the “Property Agreements”) and, except for such Property Agreements, there are no other property agreements. On or prior to the last day of the Inspection Period, Purchaser will advise Seller in writing of which Property Agreements it will assume and which Property Agreements Purchaser requires that Seller deliver written termination at or prior to Closing. Seller must terminate, at or prior to Closing, all Property Agreements not being assumed by Purchaser, and Seller shall deliver, at Closing, notices of termination of all Property Agreements that are not so assumed and all property management agreements and leasing agreements. Notwithstanding anything to the contrary contained herein, Seller must terminate, at Seller’s sole cost, on or before the Closing Date, all leasing agreements and management agreements. If Purchaser fails to deliver the notice

contemplated by this Section 6.07, Purchaser shall be deemed to have elected to not assume any Property Agreement.

6.08HEB Declaration. Purchaser acknowledges and agrees that Seller has disclosed to Purchaser that Seller and H-E-B, LP, a Texas limited partnership, entered into that certain Correction of Declaration of Easements, Covenants, Conditions and Restrictions dated August 6, 2018 and recorded in Document No. 2018082032 of the Official Public Records of Montgomery County, Texas (as amended from time to time, the “HEB Declaration”), which provides for, among other things, certain restrictions applicable to the Property. Seller agrees that it will not agree to any amendment of the HEB Declaration after the Effective Date while this Agreement is pending. Notwithstanding anything to the contrary contained herein, the HEB Declaration is a Permitted Exception hereunder.

6.09Kingwood Declaration. Purchaser acknowledges and agrees that Seller has disclosed to Purchaser that the Property is subject to that certain Kingwood Place West Declaration of Covenants, Conditions and Restrictions dated effective July 1, 1983 and recorded under Clerk’s File No. 8333033 of the Real Property Records of Montgomery County, Texas, as amended by that certain Amendment to Declaration of Covenants, Conditions and Restrictions for Kingwood Place West dated effective July 2, 1984 and recorded under Clerk’s File No. 8435530 of the Real Property Records of Montgomery County, Texas; as revised and restated by that certain Revised and Restated Declaration of Covenants, Conditions and Restrictions dated and recorded on August 28, 1984, recorded under Clerk’s File No. 8440612 of the Real Property Records of Montgomery County, Texas, and amended by that certain Second Amendment to Declaration of Covenants, Conditions and Restrictions for Kingwood Place West dated effective November 10, 1987 and recorded on December 11, 1987 under Clerk’s File No. 8753703 of the Real Property Records of Montgomery County, Texas, as amended by that certain First Amendment to Revised and Restated Declaration of Covenants, Conditions and Restrictions dated effective October 24, 1989 and recorded under Clerk’s File No. 8945744 of the Records, and clarified by that certain Clarification to First Amendment to Revised and Restated Declaration of Covenants, Conditions and Restrictions dated March 18, 1999 and recorded under Clerk’s File No. 99020826 of the Real Property Records of Montgomery County, Texas, as further amended by that certain Annexation recorded under Clerk’s File No. 9436905 of the Real Property Records of Montgomery County, Texas, and as further amended by that certain First Amendment to Annexation Agreement recorded under Clerk’s File No. 2014053711 of the Real Property Records of Montgomery County, Texas, as affected by that certain Agreement Not to Assert Declarant’s Rights recorded under Clerk’s File No. 2018076816 of the Real Property Records of Montgomery County, Texas, Confirmation and Extension Agreement dated August 6, 2018, recorded under Clerk’s File No. 2018077182 of the Real Property Records of Montgomery County, Texas, by that certain Partial Assignment of Rights under Agreement Not to Assert Declarant’s Rights recorded under Clerk’s File No. 2018077022 of the Real Property Records of Montgomery County, Texas, and by that certain Partial Assignment of Declarant’s Rights recorded under Clerk’s File No. 2018077023 of the Real Property Records of Montgomery County, Texas, that certain Assignment of Partial Assignment of Declarant’s Rights recorded under Clerk’s File No. 2018077177 of the Real Property Records of Montgomery County, Texas, that certain Partial Assignment of Declarant’s Rights recorded under Clerk’s File No. 2018077178 of the Real Property Records of Montgomery County, Texas, that certain Assignment of Partial Assignment of Declarant’s Rights recorded under Clerk’s File No. 2018077179 of the Records and that certain Correction Instrument recorded under Clerk’s File No. 2018077577 of the Real Property Records of Montgomery County, Texas (collectively, the “Kingwood Declaration”). Notwithstanding anything to the contrary contained herein, the Kingwood Declaration is a Permitted Exception hereunder.

6.10Notice of Obligations Related to Membership in Property Owners’ Association. As a purchaser of the Property, Purchaser is obligated to be a member of the owners’ association under the Kingwood Declaration. The Kingwood Declaration is a dedicatory instrument governing the

establishment, maintenance, and operation of the Property and contains restrictive covenants governing the use and occupancy of the Property, which has been recorded in the real property records of the county in which the Property is located. Purchaser is obligated to pay assessments to such owners’ association, as contemplated in the Kingwood Declaration. The amount of the assessments is subject to change. Purchaser’s failure to pay such assessments could result in a lien on and the foreclosure of the Property.

6.11TIRZ. Seller previously entered into that certain Public Improvement Agreement (Lake Houston Redevelopment Authority) with the Lake Houston Redevelopment Authority and Reinvestment Zone Number Ten, City of Houston, Texas with regard to reimbursement rights for the development of certain public infrastructure in connection with the development of the Property (the “TIRZ Agreement”). Notwithstanding anything to the contrary set forth herein, the Parties acknowledge and agree that the TIRZ Agreement will not be assigned to Purchaser at Closing and Purchaser will not be entitled to any reimbursement proceeds under the TIRZ Agreement (referred to as “TIRZ Reimbursements”). Purchaser agrees to reasonably cooperate with Seller, at no out of pocket expense to Purchaser, in connection with applications by Seller under the TIRZ Agreement for TIRZ Reimbursements. The terms and provisions of this Section 6.11 will survive Closing and delivery of the Deed.

6.12Notice Regarding Possible Liability for Additional Taxes. If for the current ad valorem tax year the taxable value of the land that is the subject of this contract is determined by a special appraisal method that allows for appraisal of the land at less than its market value, the person to whom the land is transferred may not be allowed to qualify the land for that special appraisal in a subsequent tax year and the land may then be appraised at its full market value. In addition, the transfer of the land or a subsequent change in the use of the land may result in the imposition of an additional tax plus interest as a penalty for the transfer or the change in the use of the land. The taxable value of the land and the applicable method of appraisal for the current tax year is public information and may be obtained from the tax appraisal district established for the county in which the land is located. The foregoing does not limit Seller’s obligation to pay (or provide Purchaser with a credit for) all “rollback” or similar taxes on or before the Closing pursuant to Section 5.05(a).

6.13Notice Regarding Title And Legal Counsel. As required by the Texas Real Estate License Act, Seller hereby advises Purchaser that Purchaser should have the abstract covering the Property examined by an attorney of Purchaser’s own selection, or that Purchaser should be furnished with or obtain a policy of title insurance. By signing this Agreement, Purchaser acknowledges receipt of this notice. Purchaser and Seller further acknowledge that they have been given the opportunity to, and are hereby advised to, consult with an attorney of their choice with regard to this Agreement, the closing documents to be executed in connection herewith and the transaction contemplated by this Agreement.

6.14Notice of Obligations Related to Membership in Property Owners’ Association. As a purchaser of property in the commercial area in which this property is located, you are obligated to be a member of a commercial owners’ association. Restrictive covenants governing the use and occupancy of the property and a dedicatory instrument governing the establishment, maintenance, and operation of this commercial community have been or will be recorded in the Real Property Records of the county in which the Property is located. Copies of the restrictive covenants and dedicatory instrument may be obtained from the county clerk. You will be obligated to pay assessments to the commercial owners’ association. The amount of the assessments is subject to change. Your failure to pay the assessments could result in a lien on and the foreclosure of your property.

6.15Houston City Ordinance 89-1312 Notice of Restrictive Covenants. The Property, which you are purchasing, is subject to the HEB Declaration and the Kingwood Declaration. THE

RESTRICTIONS LIMIT YOUR USE OF THE PROPERTY. THE CITY OF HOUSTON IS AUTHORIZED BY STATUTE TO ENFORCE COMPLIANCE WITH CERTAIN DEED RESTRICTIONS. You are advised that, in the absence of a declaratory judgment that the referenced restrictions are no longer enforceable, the City of Houston may sue to enjoin a violation of such restrictions. ANY PROVISIONS THAT RESTRICT THE SALE, RENTAL, OR USE OF THE REAL PROPERTY ON THE BASIS OF RACE, COLOR, RELIGION, SEX OR NATIONAL ORIGIN ARE UNENFORCEABLE; however, the inclusion of such provisions does not render the remainder of the deed restrictions invalid. At Closing, Seller and Purchaser will sign and record a notice in accordance with Houston City Ordinance 89-1312.

VII.
Conditions Precedent

7.01Conditions Precedent. Closing under this Agreement is contingent and conditioned upon the satisfaction of each of the conditions precedent set forth in the following Sections of this Article VII (collectively, the “Conditions Precedent” and individually, a “Condition Precedent”). The date a Condition Precedent is satisfied is the earlier of the date a Condition Precedent is satisfied or the date a Condition Precedent is waived or deemed waived hereunder.

7.02Tenant Estoppel Certificates. Seller will deliver to Purchaser tenant estoppel certificates executed by all Tenants within the Property dated after the Effective Date but no earlier than thirty (30) days prior to the Closing Deadline in the form of the tenant estoppel certificate attached to such Tenant Lease or if no form is so attached, then (i) for the HEB Lease and the HEB Fulfillment Center Lease, on a form promulgated by HEB and (ii) for Tenants other than HEB in the form of Exhibit “I” attached hereto (collectively, the “Tenant Estoppels”). Promptly after receipt, Seller shall deliver the executed Tenant Estoppels to Purchaser. The Tenant Estoppels must be completed to reflect the terms of the applicable Tenant Lease and must not, unless expressly waived by Purchaser in writing, (a) disclose any material defaults or other adverse matters that are reasonably unacceptable to Purchaser, (b) conflict, in any material respect, with any applicable representation or warranties of Seller under this Agreement, or (c) conflict with the Rent Roll (collectively, “Adverse Disclosures”). The completed form of the Tenant Estoppels must be prepared by Seller and submitted to Purchaser, for Purchaser’s review and reasonable approval, prior to delivery to the Tenants, but in any event no later than three (3) business days following the Effective Date. Purchaser shall deliver any comments to the completed Tenant Estoppel Certificates within three (3) business days following receipt thereof, failing which such completed Tenant Estoppel Certificates shall be deemed approved. Purchaser will respond to Seller in writing within five (5) days of the date Seller submits a signed Tenant Estoppel to Purchaser for review and approval of whether Purchaser approves the Tenant Estoppel and the specific reasons for withholding approval if approval is not granted. If Purchaser fails to respond within such five (5) day period, then Purchaser will be deemed to have approved the Tenant Estoppel at issue. If Seller is unable, for any reason, to deliver to Purchaser Tenant Estoppels that are either in material compliance with the Rent Roll and the applicable prescribed form for such Tenant Estoppel or are approved or deemed approved by Purchaser in accordance with this Section 7.02 covering (a) the HEB Lease, the HEB Fulfillment Center Lease, the JPMorgan Chase Lease and the Lupe Tortilla Lease (each a “Major Tenant” and collectively, the “Major Tenants”), and (b) at least 70% of the net rentable square footage of all Tenants in the Property, including the Major Tenants, under existing Tenant Leases and with none of the Tenant Estoppels containing Adverse Disclosures (the “Tenant Estoppels Requirement”) on or before the second (2nd) business day prior to the Closing Deadline, then, Purchaser, as Purchaser’s sole and exclusive remedy, shall have the right to either: (i) terminate this Agreement, in which event the Earnest Money will be refunded to Purchaser and neither Party shall have any further rights, remedies or obligations under this Agreement except obligations and rights that expressly survive any termination of this Agreement; or (ii) waive the Tenant Estoppels Requirement and proceed with the Closing. Purchaser must exercise option (i) or option (ii) of

the immediately preceding sentence by written notice to Seller on or before the Closing Deadline. If Purchaser fails to exercise such option on or before the Closing Deadline, then Purchaser will be deemed to have exercised option (ii) set forth above. If, however, Seller provides Purchaser with Tenant Estoppels that satisfies the Tenant Estoppels Requirement on or before the second (2nd) business day prior to the Closing Deadline, then this Condition Precedent will be satisfied.

7.03HEB Memorandum of Profit Participation Agreement. On or before Closing, Seller must deliver to the Title Company a release of the HEB Profit Participation Agreement so that at Closing the Title Company will file such release and remove that certain Memorandum of Profit Participation Agreement recorded as Document No. 2018077190, Official Public Records of Montgomery County, Texas (the “HEB Memorandum of Profit Participation Agreement”) as an exception to title to the Property.

7.04Title Estoppels. On or before Closing, Seller will deliver to Purchaser, each dated after the Effective Date but no earlier than thirty (30) days prior to the Closing Deadline: (i) an estoppel certificate under the HEB Declaration executed by HEB in the form, in all material respects, attached hereto as Exhibit “J” that does not disclose any material defaults of Seller or the Property (the “HEB Declaration Estoppel”), and (ii) an estoppel certificate under the Kingwood Declaration executed by Kingwood Place West Community Association, Inc. in the form, in all material respects, attached hereto as Exhibit “K” that does not disclose any material defaults of Seller or the Property (the “Kingwood Declaration Estoppel”).

7.05Fire and Life Safety. On or before the five (5) business days prior to the Closing, Seller shall deliver to Purchaser evidence reasonably satisfactory to Purchaser of inspections conducted by a third party fire prevention inspector with no deficiencies noted of the fire and life safety issues identified in Exhibit “F” attached hereto.

7.06Conditions Precedent. The obligation of Purchaser to consummate the transaction contemplated under this Agreement is expressly subject to and conditioned upon: (i) satisfaction or waiver of the Tenant Estoppels Requirement; and (ii) the requirements set forth in Sections 7.03, 7.04 and 7.05 being satisfied by Seller. The Conditions Precedent may be waived by Purchaser in its sole and absolute discretion. If the Conditions Precedent are not all satisfied or waived by Purchaser on or before the Closing Date, then, as Purchaser’s sole remedy, this Agreement will terminate, in which event the Earnest Money (less the Independent Contract Consideration) will be refunded to Purchaser and neither Party shall have any further rights, remedies or obligations under this Agreement except obligations and rights that expressly survive any termination of this Agreement.

VIII.
Condemnation and Casualty

8.01Condemnation. If prior to Closing, any governmental or other entity having condemnation authority shall institute an eminent domain proceeding with regard to the Property or any part thereof, then Seller, upon receiving written notice of such action, shall promptly deliver written notice to Purchaser thereof. Purchaser may, at its option, within twenty (20) days of such notice by Seller (but in no event later than the Closing Date), terminate this Agreement by delivering written notice thereof to Seller in which event this Agreement will terminate, and the Parties will have no further rights and obligations hereunder other than the Post Termination Obligations (defined below). If Purchaser fails to so terminate this Agreement within such 20 day period, then this Agreement will remain in full force and effect, Purchaser will be deemed to have waived such right of termination, and Seller will assign all of Seller’s right, title and interest in and to such condemnation proceeds to Purchaser (or pay to Purchaser if such proceeds have been collected) at Closing.

8.02Casualty. If any portion of the Property is damaged or destroyed prior to Closing, then Purchaser may, within fifteen (15) days after receipt from Seller of written notice of such damage or destruction (but in no event later than the Closing Deadline provided that if the casualty occurs within fifteen (15) days of the Closing Deadline, then the Closing Deadline will be extended to the date that is the fifth (5th) business day after the expiration of the fifteen (15) day period from notice of casualty from Seller to Purchaser), elect to either: (a) terminate this Agreement; or (b) close the acquisition hereunder, in which event Seller shall at Closing credit on the Purchase Price all insurance proceeds paid for such damages and proceeds of rent loss insurance and credit the Purchase Price with the amount of any deductibles associated therewith. If insurance proceeds have not been awarded as of the Closing Date, then Seller will diligently prosecute such insurance claim after Closing and will remit such proceeds to Purchaser promptly upon receipt of same and such obligation will survive Closing. Seller will promptly notify Purchaser in writing if Seller becomes aware of any such damage or destruction. Notwithstanding the foregoing, however, if the damage to the Property can be repaired for $500,000.00 or less and such casualty would not permit one or more Tenants with an aggregate rentable square footage of 10,000 square feet or more to terminate its Tenant Lease(s) or abate any rent thereunder, both as reasonably determined by Purchaser, then Purchaser will not have the option to terminate this Agreement under clause (a) of the immediately preceding sentence, but rather the Parties shall proceed to Closing under the terms and provisions of clause (b) of the immediately preceding sentence. If Purchaser exercises its option to terminate this Agreement pursuant to this Section 8.02, then this Agreement will terminate, and the Parties will have no further rights and obligations hereunder other than the Post Termination Obligations.

IX.
Remedies

9.01Purchaser’s Default and Seller’s Remedies: If Purchaser fails to close the transaction contemplated by this Agreement for any reason (except for a Seller breach or default or the permitted termination of this Agreement by Purchaser or Seller as herein expressly provided) and Seller is not in default of its obligations hereunder in any material respect, then Seller may, as Seller’s sole and exclusive remedy, terminate this Agreement and recover or retain the Earnest Money as liquidated damages for the failure or refusal by Purchaser (“Acquisition Default”). In the event of an Acquisition Default by Purchaser, the Earnest Money will be delivered to or retained by Seller as liquidated damages, and not a penalty, in full satisfaction of Seller’s claims against Purchaser with respect to the Acquisition Default. Seller and Purchaser agree that it is difficult to determine the actual amount of Seller’s damages arising out of an Acquisition Default by Purchaser, but the amount of the Earnest Money is a fair estimate of those damages which has been agreed to by the Parties in a sincere effort to make the damages certain. Seller has no right to specifically enforce Purchaser's obligations under this Agreement nor to seek or otherwise collect any actual, out-of-pocket, lost profit, punitive, consequential, treble, or other damages from or against Purchaser. In no event shall any officer, director, agent or employee of Purchaser or its members be personally liable for any of Purchaser's obligations under this Agreement or the documents to be delivered at the Closing. Purchaser’s indemnity obligation under Section 1 of the Access Agreement or under Section 11.01 of this Agreement, Purchaser’s responsibility for its Post Termination Obligations and Purchaser’s liability for costs under Section 9.06 below will not be subject to this Section 9.01 (except the previous sentence hereof) and Seller is entitled to all legal and equitable rights and remedies for those provisions.

9.02Seller’s Default and Purchaser’s Remedies. Except for exclusive remedies otherwise specified Articles VI and VII above, if Seller fails or refuses to timely comply, beyond any notice and cure periods, with Seller’s obligations under this Agreement, and if Purchaser is not in default of any of Purchaser's obligations hereunder in any material respect, then Purchaser may, as Purchaser’s sole and

exclusive remedy, either: (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing, receive a refund of its Earnest Money hereunder, and seek reimbursement of the third party out-of-pocket costs (including, without limitation, attorneys’ fees) incurred by Purchaser in connection with the negotiation and administration of this Agreement and performing its due diligence and other investigation of the Property and the transactions contemplated by this Agreement in an amount in no event to exceed $100,000 (such costs as capped at $100,000 is referred to herein as “Third Party Costs”); (ii) waive said failure or breach and proceed to Closing without any reduction in Purchase Price; or (iii) enforce specific performance of Seller’s obligations under this Agreement if and only if Purchaser complies with all of the preconditions and requirements set out below. Prior to Seller being obligated to pay Third Party Costs under any provision of this Agreement requiring payment of Third Party Costs to Purchaser, Purchaser must provide Seller commercially reasonable documentary evidence of such costs incurred by Purchaser.

Notwithstanding any provision in this Agreement to the contrary, it is specifically agreed and understood that, for Purchaser to enforce specific performance of Seller’s obligations under this Agreement or to place a lis pendens on the Property or otherwise encumber the Property Purchaser must (i) unless Seller’s actions or communications indicates it does not intend to perform under this Agreement, timely tender substantial performance under this Agreement, except to the extent such performance is frustrated by any action or failure to act by Seller; and (ii) institute within thirty (30) days after the Closing Deadline, an action in a court with jurisdiction and in the venue specified under this Agreement seeking to enforce specific performance of Seller’s obligations under this Agreement. PURCHASER HERBY WAIVES ALL RIGHTS WHICH PURCHASER HAS OR MAY HAVE TO ENFORCE SPECIFIC PERFORMANCE OF SELLER’S OBLIGATIONS UNDER THIS AGREEMENT AND/OR TO PLACE A LIS PENDENS ON THE PROPERTY WITHOUT SATISFYING THE REQUIREMENTS AND CONDITIONS SET OUT IN THIS PARAGRAPH.

9.03Notice and Opportunity to Cure. For purposes of this Agreement, the term “Non-Curable Default” shall mean and refer to: (a) any default by Purchaser to deliver the Earnest Money on a timely basis as required under this Agreement; and/or (b) any failure by Purchaser to deliver to Title Company, on or before the Closing Date, all funds, documents and other items required to be delivered by Purchaser under this Agreement in order to close the transaction under this Agreement; and/or (c) any failure by Seller to deliver to Title Company, on or before the Closing Date, all funds, documents and other items required to be delivered by Seller under this Agreement in order to close the transaction under this Agreement. In the event of any default under this Agreement (other than a Non-Curable Default) by either Party (the “Defaulting Party”) the other Party (the “Non-Defaulting Party”) will not exercise any of such Non-Defaulting Party’s rights or remedies under this Agreement until and unless the Non-Defaulting Party has provided to the Defaulting Party a written notice of the default or defaults of the Defaulting Party (the “Default Notice”) and the Defaulting Party has failed to cure the default or defaults specified in the Default Notice within ten (10) days after the date of the Non-Defaulting Party’s delivery of the Default Notice. In the event of any Non-Curable Default, the Non-Defaulting Party may, at the Non-Defaulting Party’s option and election, afford notice and opportunity to cure to the Defaulting Party, but it is expressly agreed and understood that the Non-Defaulting Party has no duty to afford any such notice or opportunity to cure to the Defaulting Party. Rather, the Non-Defaulting Party may, if the Non-Defaulting Party so elects, exercise any right or remedy which the Non-Defaulting Party may have with respect to any Non-Curable Default, without necessity of providing to the Defaulting Party any notice or opportunity to cure.

9.04Purchaser’s Post Termination Obligations. If this Agreement is terminated for any reason (either by Purchaser or by Seller), then Purchaser shall: (a) restore the Property to the condition which existed prior to any inspections, tests or other activities of Purchaser and/or any of the Purchaser Parties, but only to the extent of damage caused by Purchaser and/or any of the Purchaser Parties; (b) destroy all

of the Property Information to Seller; (c) authorize the release of the full amount of the Independent Contract Consideration (to the extent and only to the extent that the same has not been previously delivered by Title Company to Seller); (d) remove all liens against the Property which have arisen due to any activities of Purchaser or any of the Purchaser Parties; and (e) indemnify and hold Seller harmless from and against any and all liabilities, obligations, claims and costs of any kind or nature (including court costs and reasonable attorneys' fees) to the extent arising out of or in connection with any activities of the Purchaser and/or the Purchaser Parties upon or within the Property INCLUDING WITHOUT LIMITATION ALL LIABILITIES, OBLIGATIONS, CLAIMS AND COSTS ARISING OUT OF ANY NEGLIGENCE ON THE PART OF SELLER, IT BEING EXPRESSLY AGREED AND UNDERSTOOD THAT PURCHASER IS AGREEING TO INDEMNIFY SELLER FROM CLAIMS ARISING OUT OF SELLER’S OWN SIMPLE (BUT NOT GROSS) NEGLIGENCE (except as set forth in Section 3.03). All of the obligations of Purchaser under the immediately preceding sentence are referred to in this Agreement collectively as the “Post Termination Obligations”; the obligations of Purchaser under clauses (a), (b), and (c) of the immediately preceding sentence are referred to in this Agreement as the “Immediately Performable Post Termination Obligations”; and the obligations of Purchaser under clauses (d) and (e) of the immediately preceding sentence are referred to in this Agreement as the “Other Post Termination Obligations”. Notwithstanding any provision in this Agreement to the contrary, the Post Termination Obligations shall survive any termination of this Agreement, and the Post Termination Obligations shall not (regardless of any liquidated damages provisions in this Agreement) be deemed to be satisfied in whole or in part by the delivery to Seller of all or any portion of the Earnest Money.

9.05Disposition of the Earnest Money. Notwithstanding any provision in this Agreement to the contrary, the provisions in this Agreement relating to the Earnest Money shall survive any termination of this Agreement.

(a)If the sale and purchase of the Property is consummated under the terms and provisions of this Agreement, then the Earnest Money will be credited and applied against the cash sums which are payable by Purchaser at the Closing.

(b)If this Agreement is terminated under the terms and provisions of Sections 3.01, 4.03, 4.04, 6.01, 7.06, 8.01 or 8.02 of this Agreement, the Earnest Money will be promptly disbursed to Purchaser.

(c)If Seller terminates this Agreement under the terms and provisions of Section 9.01 of this Agreement, then the Earnest Money will be retained by and/or promptly disbursed to Seller after such termination.

(d)If Purchaser terminates this Agreement under the terms and provisions of Section 9.02 of this Agreement, then the Earnest Money will be retained by and/or promptly disbursed to Purchaser after such termination.

9.06Enforcement Costs. In the event of any dispute between the Parties arising out of or in connection with this Agreement, the prevailing Party in such dispute shall be entitled to recover from the non-prevailing Party all of the prevailing Party’s costs and expenses in connection with such dispute, including without limitation court costs, expert witness fees and reasonable attorney’s fees.

9.07Post-Closing Limitation of Liability. Purchaser acknowledges and agrees that (i) the members, affiliates, officers, directors, investment managers, employees, partners, agents and advisors of Seller do not assume any personal liability for obligations entered into by or on behalf of Seller, and (ii) in no event shall Seller have any liability for lost profits, speculative, special, consequential or punitive

damages. In addition, for purposes of this Agreement, the term “Covered Matters” means and refers to any breach of an express representation, warranty or covenant by Seller under this Agreement or under any of the closing documents of this Agreement which breach: (1) is in existence on the Closing Date; and (2) is not within the actual knowledge of Purchaser or disclosed by the Property Information. Notwithstanding any provision in this Agreement to the contrary, Purchaser’s rights to recover damages from Seller for a Covered Matter are subject to the following limitations, agreements and requirements: Except for the Carve Outs (defined below), in no event will Seller's liability under or otherwise in connection with this Agreement, any documents executed in connection herewith and/or otherwise in connection with the Property exceed the sum of Five Hundred Thousand and 00/100 Dollars ($500,000.00) (“Seller’s Maximum Liability”), and Purchaser shall have no right to assert any claim against Seller, and Seller shall have no liability to Purchaser whatsoever, unless the valid claims for all breaches of Seller collectively aggregate more than Fifty Thousand and 00/100 Dollars ($50,000.00). The foregoing limitations will not apply to the extent of damages or losses incurred by Purchaser due to breaches of the warranties of title set forth in the Deed or breaches of Seller’s obligation under Section 5.05 or Section 11.01(a) hereof (collectively, the “Carve Outs”). Seller covenants that until the expiration of the Claim Period (defined below) and for so long thereafter until all claims made by Purchaser during the Claim Period in accordance with this Article 9 and Section 12.01 below have been finally resolved and paid, if applicable, Seller shall (i) remain an entity in good standing in the State of Texas and not legally dissolve, and (ii) maintain (and not disburse to Seller’s partners, members, or investors) a tangible net worth of at least the amount of the Seller’s Maximum Liability. The terms and provisions of this Section 9.07 shall survive until such claim is resolved.

X.
Notices

10.01Delivery of Notices. Any notice, communication, request, reply or advice (severally and collectively referred to as “Notice”) in this Agreement provided or permitted to be given, made or accepted by either Party to the other must be in writing. Notice may, unless otherwise provided herein, be given or served: (a) by depositing the same in the United States Mail, certified, with return receipt requested, addressed to the Party to be notified and with all charges prepaid; or (b) by depositing the same with Federal Express or another service guaranteeing “next day delivery”, addressed to the Party to be notified and with all charges prepaid; or (c) by delivering the same to such Party, or an agent of such Party by telecopy, by electronic email, or by hand delivery. Notice deposited in the United States mail in the manner hereinabove described shall be deemed effective from and after the earlier of the date of actual receipt or three (3) days after the date of such deposit. Notice deposited with a reputable overnight courier service shall be deemed effective on the first (1st) business day after the date of deposit. Notices given by facsimile will be deemed given as of the date and time shown on the confirmation slip generated by the sender’s facsimile machine. Notices given by electronic mail will be deemed given as of the date of transmission. Purchaser’s counsel may deliver any notice required or otherwise permitted to be given by Purchaser hereunder with the same effect as if given directly by Purchaser. For the purposes of notice, the addresses of the Parties shall, until changed as provided below, be as follows:

Seller: STRATUS KINGWOOD PLACE, L.P.

212 Lavaca Street, Suite 300

Austin, Texas 78701

Attn: Erin D. Pickens

Telecopy: [intentionally omitted]

Email: [intentionally omitted]

With copy to: ARMBRUST & BROWN PLLC

100 Congress Avenue, Suite 1300

Austin, Texas 78701

Attn: Kenneth Jones

Telecopy: [intentionally omitted]

Email: [intentionally omitted]

Purchaser: CH REALTY X/R HOUSTON KINGWOOD PLACE, L.P.

[***]

Attn: [***]

Email: [intentionally omitted]

With copies to: WINSTEAD PC

2728 N. Harwood St., Ste. 500

Dallas, Texas 75201

Attn: Greg Zimmerman

Email: [intentionally omitted]

The Parties hereto shall have the right from time to time to change their respective addresses, and each shall have the right to specify as its address any other address within the United States of America by at least five (5) days written notice to the other Party.

10.02Delivery of Property Information. Notwithstanding any provision in this Agreement or the Access Agreement to the contrary, Seller may furnish any Property Information to Purchaser by sending such information to a representative of Purchaser via electronic mail or by providing Purchaser with information pursuant to which Purchaser may access the Property Information via any website or other form of file sharing arrangement established by Seller. Seller is not required to deliver Property Information to Purchaser pursuant to the notice provisions in Section 10.01 above.

XI.
Real Estate Commissions

11.01Real Estate Commissions.

(a)Seller and Purchaser acknowledge and agree that the only brokers who have been involved with the origination and negotiation of this Agreement are CBRE, Inc., a Delaware corporation (collectively, the “Broker”). If, as, and when this Agreement closes and Seller receives the Purchase Price in good funds, but not otherwise, Seller agrees to pay a real estate sales commission to Broker in accordance with the terms and provisions of a separate agreement.

(b)The above referenced real estate sales commission will be deemed earned only if and when the Closing occurs under this Agreement. If this Agreement fails to close for any reason, including a breach by either Party, Seller shall have no obligation to pay to Broker the above referenced real estate sales commissions or any other compensation, costs, expenses, fees or other sums of any kind or nature. Without limitation on the generality of the foregoing, it is expressly agreed and understood that the Broker will not be entitled to any real estate sales commissions if the Parties agree to rescind or terminate this Agreement.

(c)Seller and Purchaser each represents and warrants to the other that, other than the real estate sales commissions payable to the Broker as specified hereinabove, there are no real estate sales commissions payable to any person or entity in connection with the transaction evidenced by this Agreement. Seller and Purchaser agree to hold harmless, defend, and indemnify each other from any and all claims, suits, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and court costs) resulting from any claims made by any broker, agent, finder, or salesman for any real estate sales commission or other compensation, reimbursement or payment of any kind or nature which is alleged to be owed based upon an agreement with the indemnifying party.

(d)The Broker is not a party to this Agreement. This Agreement may be amended or terminated without notice to or the consent of the Broker. The absence of Broker’s signatures shall not in any way affect the validity of this Agreement or any amendment to this Agreement.

(e)Purchaser understands and hereby acknowledges that neither the Broker nor any agents operating by, through or under the Broker has any authority to bind Seller to any warranties or representations regarding the Property, and further acknowledges that Purchaser has not relied upon any warranties or representations of the Broker or any agents operating by, through or under the Broker in Purchaser’s decision to purchase the Property.

(f)The obligations of the Parties contained in this Section 11.01 shall survive the Closing or any termination of this Agreement.

XII.
Miscellaneous Provisions

12.01Survival of Covenants: The obligations, representations, warranties, covenants and agreements of the Parties set out in this Agreement shall not be merged into the documents executed at the Closing, but rather shall survive the Closing. Notwithstanding any provision herein to the contrary, however, Purchaser must notify Seller in writing (“Purchaser Claim Notice”) specifying any claim hereunder on or before the date that is one (1) year after the Closing Date (the “Claim Period”) and then shall commence any legal proceeding for any claim that is included in a Purchaser Claim Notice (that is provided during the Claim Period) within two (2) years after the Closing Date (the “Survival Period”). Any suit or cause of action based upon obligations arising out of or under this Agreement will be deemed barred if not filed prior to the expiration of the Survival Period.

12.02Entire Agreement. This Agreement contains the entire agreement of the Parties hereto. There are no other agreements, oral or written, between the Parties regarding the Property and this Agreement can be amended only by written agreement signed by the Parties hereto, and by reference made a part hereof.

12.03Binding Effect. This Agreement, and the terms, covenants, and conditions herein contained, shall be covenants running with the land and shall inure to the benefit of and be binding upon the heirs, personal representatives, successors, and assigns of each of the Parties hereto.

12.04Effective Date. The Effective Date of this Agreement and other similar references herein are deemed to refer to the date on which this Agreement has been executed by both Seller and Purchaser.

12.05Time. Time is of the essence in all things pertaining to the performance of this Agreement, including without limitation all dates, deadlines and periods of time referred to in this Agreement. All references in this Agreement to specific times shall mean and refer to local time in Austin, Texas.

12.06Business Days. For purposes of this Agreement, the term “business day” or “business days” shall mean and refer to all calendar days, other than Saturdays, Sundays and days on which the U.S. Federal Reserve Bank of Dallas or banks in the State of Texas are closed. If any deadline set forth in this Agreement falls on a day which is not a business day or if any period of time provided for in this Agreement ends on a day which is not a business day, then the applicable deadline or period shall be extended to the first succeeding day which is a business day.

12.07Assignment. This Agreement may not be assigned by the Purchaser without the written consent of Seller, which may be granted or withheld in Seller’s sole discretion; provided, however, that Purchaser may, without Seller’s consent, assign this Agreement to: (i) an affiliate, (ii) any entity owned or controlled by Purchaser, and/or (iii) any investment client of Purchaser or other real estate fund owned or controlled by Purchaser or, in each case, any entity formed on its behalf, so long as (a) Purchaser gives Seller three (3) business days’ advance written notice thereof; (b) the assignee shall assume in writing all of Purchaser’s obligations hereunder; and (c) such assignment shall not relieve Purchaser of its obligations hereunder.

12.08Severability. If any provision of this Agreement is illegal, invalid, or unenforceable under present or future laws, then, and in that event, it is the intention of the Parties hereto that the remainder of this Agreement shall not be affected thereby, and it is also the intention of the Parties to this Agreement that in lieu of each provision of this Agreement that is illegal, invalid, or unenforceable, there be added as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible, and be legal, valid, and enforceable.

12.09Waiver. Any failure by a Party hereto to insist, or any election by a Party hereto not to insist, upon strict performance by the other Party of any of the terms, provisions, or conditions of this Agreement shall not be deemed to be a waiver thereof or of any other term, provision, or condition hereof, and such Party shall have the right at any time or times thereafter to insist upon strict performance of any and all of the terms, provisions, and conditions hereof.

12.10Applicable Law and Venue. The construction and validity of this Agreement shall be governed by the laws of the State of Texas. Venue shall be in a court of appropriate jurisdiction in Montgomery County, Texas.

12.11Article and Section Headings. The article and section headings contained in this Agreement are for convenience only and shall in no way enlarge or limit the scope or meaning of the various and several provisions therein.

12.12Grammatical Construction. Wherever appropriate, the masculine gender may include the feminine or neuter, and the singular may include the plural, and vice versa.

12.13No Recordation. Seller and Purchaser hereby acknowledge that neither this Agreement nor any memorandum, affidavit or other instrument evidencing this Agreement or relating hereto (other than the closing documents contemplated hereunder) shall ever be recorded in the Real Property Records of Montgomery County, Texas, or in any other public records. Should Purchaser ever record or attempt to record any such instrument, then, notwithstanding any provision herein to the contrary, such

recordation or attempted recordation shall constitute a default by Purchaser hereunder, and, in addition to the other remedies provided for herein: (i) Purchaser shall be personally liable to Seller for any damages incurred by Seller as a result of such recordation or attempted recordation, together with all attorney’s fees and other costs and expenses of any kind or nature incurred by Seller as a result of such recordation or attempted recordation; and (ii) Seller shall have the express right to terminate this Agreement by filing a notice of said termination in the Real Property Records of Montgomery County, Texas. Notwithstanding the foregoing, Purchaser may file a lis pendens lien in connection with the a specific performance enforcement action in accordance with Section 9.02 above.

12.14Force Majeure. If either Party is delayed or prevented from performing any of its obligations under this Agreement (other than the obligation to pay any sum of money) by reason of strikes, lockouts, labor troubles, work stoppages, shortages of materials, transportation delays, failure of power, riots, insurrections, war, acts of God, floods, storms, weather (including delays due to rain or wet ground), fire or other casualty, or any other cause beyond such Party’s control, the period of such event, plus the period of delay caused by such event, shall be deemed to be added to the time period herein provided for the performance any such obligation by the applicable Party.

12.15Confidentiality. Seller and Purchaser hereby agree to the confidentiality provisions set forth on Exhibit “L” attached hereto and incorporated herein for all purposes.

12.16Exculpation. Notwithstanding any provision in this Agreement to the contrary (other than the proviso below), it is agreed and understood that Purchaser shall look solely to the assets of Seller in the event of any breach or default by Seller under this Agreement, and not to the assets of: (a) any person or entity which is a member, manager or partner in Seller, if Seller is a limited liability company or a partnership, or which otherwise owns or holds any ownership interest in Seller, directly or indirectly (each such partner or other holder or owner of any interest in Seller being referred to herein as a "Subtier Owner"); (b) any person or entity which is a member, manager or partner in or otherwise owns or holds any ownership interest in any Subtier Owner, whether directly or indirectly; (c) any person or entity serving as an officer, director, employee or otherwise for or in Seller; or (d) any person or entity serving as an officer, director, employee or otherwise for or in any Subtier Owner. This Agreement is executed by one or more persons (the "Signatories", whether one or more) of Seller solely in their capacities as representatives of the Seller or a Subtier Owner of Seller and not in their own individual capacities. Purchaser hereby releases and relinquishes the Signatories from any and all personal liability for any matters or claims of any kind which arise under or in connection with or as a result of this Agreement. The foregoing release of liability shall be effective with respect to and shall apply to all claims against any members, managers and partners of Seller (if Seller is a limited liability company or a partnership) and any members, managers and partners of any Subtier Owner (if such Subtier Owner is a limited liability company or a partnership) regardless of whether such claims arise as a result of any liability which the Signatories may have as members, managers or partners of the Seller or any Subtier Owner, or otherwise. Seller acknowledges that Seller’s obligations with respect to any covenant, indemnity, representation or warranty under this Agreement which expressly survives the Closing shall be considered a liability for purposes of any member distribution limitation imposed under applicable Texas limited liability laws.

12.17Execution. To facilitate execution: (a) this instrument may be executed in any number of counterparts as may be convenient or necessary; (b) it shall not be necessary that the signatures of all Parties be contained in any one counterpart; (c) the signature pages taken from separate individually executed counterparts of this instrument may be combined to form multiple fully executed counterparts; and (d) a facsimile signature or a signature sent by electronic mail or an electronic signature via DocuSign or AdobeSign or similar electronic signing platform shall be deemed to be an original signature for all

purposes. All executed counterparts of this instrument shall be deemed to be originals, but all such counterparts, when taken together, shall constitute one and the same agreement.

12.18Acceptance Deadline. The execution of this Agreement by Seller shall constitute an offer by Seller to sell the Property to Purchaser on the terms and conditions stated in this Agreement. In order for Purchaser to effectively accept Seller’s offer, Purchaser must, prior to 5:00 p.m., Houston, Texas time, on the date which is exactly two (2) business days following the date of Seller's execution of this Agreement (the “Acceptance Deadline”): (a) properly and fully execute this Agreement without any modifications or changes; (b) deliver a copy of such fully executed and unmodified version of this Agreement to Seller to Purchaser and Title Company by telecopy or electronic mail. Within two (2) business days following the Acceptance Deadline, Seller and Purchaser shall each deliver a copy of its fully executed and unmodified version of this Agreement to Title Company. If Purchaser does not comply with the foregoing requirements prior to the Acceptance Deadline, then (regardless of whether Purchaser later complies with the foregoing requirements) Seller shall have the right at any time after the Acceptance Deadline to terminate Seller’s offer to sell the Property to Purchaser by delivering a written notice of such termination to Purchaser.

12.19Further Assurances. The Parties each agree to do, execute, acknowledge, and deliver all such further acts, instruments, and assurances and to take all such further action before or after the Closing as shall be reasonably necessary or desirable to fully carry out this Agreement and to fully consummate and effect the transactions contemplated hereby.

12.20No Third Party Benefits. This Agreement is for the sole and exclusive benefit of the Parties hereto and their respective successors and assigns, and no third party is intended to or shall have any rights hereunder.

12.21Exhibits. The following exhibits are incorporated herein by reference for all purposes:*

(a)Exhibit “A” Land

(b)Exhibit “B” Property Descriptions and Definitions

(c)Exhibit “B-1” Rent Roll

(d)Exhibit “B-2” Personal Property

(e)Exhibit “C” Property Information

(f)Exhibit “C-1” Property Agreements

(g)Exhibit “D” Special Warranty Deed

(h)Exhibit “E” Bill of Sale and Assignment

(i)Exhibit “F” Fire and Life Safety Issues

(j)Exhibit “G” Tenant Notice Form Letter

(k)Exhibit “H” Disclosure Exhibit

(l)Exhibit “I” Form of Tenant Estoppel

(m)Exhibit “J” HEB Declaration Estoppel

(n)Exhibit “K” Kingwood Declaration Estoppel

(o)Exhibit “L” Confidentiality Provisions

* Certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K because the information contained therein is not material and is not otherwise publicly disclosed. The registrant undertakes to furnish supplementally a copy of the exhibits to the U.S. Securities and Exchange Commission upon request.

12.20. WAIVER OF CONSUMER RIGHTS. SELLER AND PURCHASER EACH HEREBY WAIVES ALL ITS RIGHTS UNDER THE TEXAS DECEPTIVE TRADE PRACTICES - CONSUMER PROTECTION ACT, SECTION 17.41 ET. SEQ. OF THE TEXAS BUSINESS AND COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. AFTER CONSULTATION WITH AN ATTORNEY OF TENANT’S OWN SELECTION, SELLER AND PURCHASER VOLUNTARILY CONSENT TO THIS WAIVER.

EXECUTED by Seller and Purchaser on the counterpart signature pages attached to this Agreement.

COUNTERPART SIGNATURE PAGE FOR ATTACHMENT TO AGREEMENT OF SALE AND PURCHASE BY AND BETWEEN STRATUS KINGWOOD PLACE, L.P. AS “SELLER” AND CH REALTY X/R HOUSTON KINGWOOD PLACE, L.P. AS “PURCHASER”

Executed by the undersigned on the date or dates set out hereinbelow.

SELLER: STRATUS KINGWOOD PLACE, L.P.,

a Texas limited partnership

By: Stratus Northpark, L.L.C., a Texas limited liability company, General Partner

By:/s/ Erin D. Pickens

Erin D. Pickens, Sr. Vice President

Date: 12/18/2025

Executed by the undersigned on the date or dates set out hereinbelow.

PURCHASER: CH REALTY X/R HOUSTON KINGWOOD PLACE, L.P.,

a Delaware limited partnership

By: [***]

By: /s/ CH Realty X/R Houston Kingwood Place, L.P.

Date: Dec 18, 2025

TITLE COMPANY RECEIPT

Heritage Title Company of Austin, Inc. acknowledges receipt of this Agreement, executed and, if needed, initialed, by both Seller and Purchaser this 18th day of December, 2025.

HERITAGE TITLE COMPANY OF AUSTIN, INC.

By: /s/ Gregg C. Krumme

Printed Name: Gregg C. Krumme

Title: Escrow Officer

TITLE COMPANY’S RECEIPT OF EARNEST MONEY

On this 6 day of January, 2026, Heritage Title Company of Austin, Inc., as the Title Company named in the foregoing Agreement of Sale hereby acknowledges receipt of One Million and 00/100 Dollars ($1,000,000.00) as the Earnest Money under the Agreement.

HERITAGE TITLE COMPANY OF AUSTIN, INC.

By: /s/ Amy Love Fisher

Printed Name: Amy Love Fisher

Title: Sr. Vice President

Document

FIRST AMENDMENT TO AGREEMENT OF SALE AND PURCHASE

(Kingwood Place)

This First Amendment to Agreement of Sale and Purchase (this “Amendment”) is executed effective as of December 31, 2025 (the “Amendment Date”), by and between CH REALTY X/R HOUSTON KINGWOOD PLACE, L.P., a Delaware limited partnership (“Purchaser”), and STRATUS KINGWOOD PLACE, L.P., a Texas limited partnership (“Seller”).

RECITALS:

A.Seller and Purchaser entered into that certain Agreement of Sale and Purchase effective as of December 18, 2025 (the “Agreement”), for the purchase and sale of the Property (as defined in the Agreement), commonly known as Kingwood Place, located in Houston, Montgomery County, Texas, as more particularly described in the Agreement. Capitalized terms used herein but not defined shall be given the meanings assigned to them in the Agreement.

B.Purchaser and Seller desire to amend the Agreement on the terms and conditions contained in this Amendment.

AGREEMENTS:

For valuable consideration, the receipt and sufficiency of which hereby are acknowledged, Purchaser and Seller agree as follows:

1.Feasibility Notice. Upon the execution of this Amendment by Purchaser and Seller, this Amendment shall constitute Purchaser’s Feasibility Notice to proceed with the purchase of the Property pursuant to Section 3.01 of the Agreement, subject to the conditions precedent to Purchaser’s obligation to close as more fully set forth in the Agreement, and as modified by this Amendment.

2.Property Description. The "Property Description" attached as Exhibit A to the Agreement is hereby deleted in its entirety and the "Property Description" attached as Exhibit A to this Amendment is hereby substituted in lieu thereof.

3.Additional Conditions Precedent. The following items shall constitute additional Conditions Precedent under Article VII of the Agreement and Article VII is amended as follows:

7.06 HEB ROFR Release. Seller will deliver to the Title Company no later than one (1) Business Day prior to the Closing Deadline a termination and release of the HEB ROFR in recordable form pursuant to the terms of the HEB Lease, such that Title Policy shall not contain an exception for such HEB ROFR.

7.07 No Violations Letter. Purchaser shall have received from the City of Houston written confirmation that there are no existing building, zoning, or fire code violations at the Property in the same form of the letter obtained from the City of Houston as set forth in Appendix C to the 2025 zoning report included in the Property Information.

Paragraph 7.06 of the Agreement is hereby amended and restated and replaced with the following follows:

7.08 Conditions Precedent. The obligation of Purchaser to consummate the transaction contemplated under this Agreement is expressly subject to and conditioned upon:

(i) satisfaction or waiver of the Tenant Estoppels Requirement; and (ii) the requirements set forth in Sections 7.03, 7.04, 7.05, 7.06 and 7.07 being satisfied by Seller. The Conditions Precedent may be waived by Purchaser in its sole and absolute discretion. If the Conditions Precedent are not all satisfied or waived by Purchaser on or before the Closing Date, then, as Purchaser’s sole remedy, this Agreement will terminate, in which event the Earnest Money (less the Independent Contract Consideration) will be refunded to Purchaser and neither Party shall have any further rights, remedies or obligations under this Agreement except obligations and rights that expressly survive any termination of this Agreement.

4.Storm Water Quality Permit Amendment. The “Plan” and the Storm Water Quality Permit referenced in that certain Notice of Storm Water Quality Requirements recorded under Document No. 2018096051 of the Official Public Records of Montgomery County, Texas (the “Storm Water Notice”) requires that the Storm Water Quality Permit be transferred to the new owner of the Property after Closing. The Parties agree that promptly after closing Seller will cooperate with Purchaser to amend the Storm Water Quality Permit pursuant to Section 4 of the Storm Water Notice and in accordance with the City of Houston procedures. The obligations in this letter will survive Closing.

5.Property Agreements. This Amendment shall constitute Purchaser’s written notice to Seller pursuant to Section 6.07 of the Agreement that Purchaser will assume the following Property Agreements: (i) Classic Protection System (alarm monitoring), (ii) Federal Maintenance Services (portering), and (iii) Waste Management of Texas (trash). Purchaser requires that Seller deliver to Purchaser at Closing notices of termination of all other Property Agreements that are not so assumed.

6.Ratification. Purchaser and Seller hereby ratify and confirm their obligations under the Agreement.

7.Binding Effect; Governing Law. Except as modified hereby, the Agreement shall remain in full effect and this Amendment shall be binding upon Purchaser and Seller and their respective successors and assigns. If any inconsistency exists or arises between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall prevail. This Amendment shall be governed by the laws of the State in which the Property is located.

8.Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one document. To facilitate execution of this Amendment, the parties may execute and exchange signature pages by facsimile or via electronic mail (*.pdf or similar file types). The parties further agree that counterparts of this Amendment may be signed electronically via Adobe Sign, DocuSign protocol or other electronic platform. All such signatures may be used in the place of original "wet ink" signatures to this Amendment and shall have the same legal effect as the physical delivery of an original signature.

[THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]

Kingwood Place – First Amendment to Agreement of Sale and Purchase – Page 2

Executed as of the Amendment Date.


PURCHASER:						CH REALTY X/R HOUSTON KINGWOOD PLACE, L.P., a Delaware limited partnership By: [*] By: [*] By:/s/ CH Realty X/R Houston Kingwood Place, L.P.
SELLER:						STRATUS KINGWOOD PLACE, L.P., a Texas limited partnership By: Stratus Northpark, L.L.C., a Texas limited liability company, its General Partner By: /s/ William H. Armstrong William H. Armstrong, III, President

LIST OF EXHIBITS

First Amendment to Agreement of Sale and Purchase

By and Between

Stratus Kingwood Place, L.P., as Seller, and

CH Realty X/R Houston Kingwood Place, L.P., as Purchaser

The following listed exhibit is provided pursuant to Item 601(a)(5) of Regulation S-K. The exhibit has been omitted pursuant to Item 601(a)(5) of Regulation S-K because the information contained therein is not material and is not otherwise publicly disclosed. The registrant undertakes to furnish supplementally a copy of the exhibit to the Securities and Exchange Commission upon request.

Exhibit A – Property Description

Document

When recorded, return to: RECORD IN DEED OF TRUST RECORDS
TRAVIS COUNTY, TEXAS
Holland & Knight LLP

1722 Routh Street, Suite 1500
Dallas, Texas 75201
Attention: Monica Hart

NOTICE OF CONFIDENTIALITY RIGHTS; IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER

———————————————————————————————————————

TENTH MODIFICATION AGREEMENT

This TENTH MODIFICATION AGREEMENT (this “Agreement”) is dated effective as of January 30, 2026 (the “Effective Date”) by and between STRATUS PROPERTIES INC., a Delaware corporation (“Stratus”), STRATUS PROPERTIES OPERATING CO., L.P., a Delaware limited partnership (“SPOC”), CIRCLE C LAND, L.P., a Texas limited partnership (“Circle C”), THE VILLAS AT AMARRA DRIVE, L.L.C., a Texas limited liability company (“Amarra”), and STRATUS LAKEWAY CENTER, L.L.C., a Texas limited liability company (“Lakeway”) (Stratus, SPOC, Circle C, Amarra, and Lakeway are sometimes referred to in this Agreement severally as “Borrower”), and COMERICA BANK (“Lender”);

W I T N E S S E T H:

A.The following documents were previously executed and delivered by Borrower, Magnolia East 149, L.L.C., a Texas limited liability company (“Magnolia”), 210 Lavaca Holdings, L.L.C., a Texas limited liability company (“Lavaca”) and Austin 290 Properties, Inc., a Texas corporation (“Austin”), to Lender, inter alia, relating to a loan (the “Original Loan”) in the original principal sum of $60,000,000.00, each dated June 29, 2018:

i.that certain Loan Agreement (the “Loan Agreement”);

ii.that certain Revolving Promissory Note, payable to the order of Lender in the original principal sum of $60,000,000.00 (the “Original Note”);

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iii.that certain Deed of Trust, Security Agreement, Fixture Filing and Assignment of Rents from Circle C to Brian P. Foley, Trustee, securing the payment of the Note (defined below), covering certain real and personal property described therein, recorded under Clerk’s File No. 2018103077 of the Official Public Records of Travis County, Texas (the “Circle C Deed of Trust”);

iv.that certain Deed of Trust, Security Agreement, Fixture Filing and Assignment of Rents from SPOC to Brian P. Foley, Trustee, securing the payment of the Note, covering certain real and personal property described therein, recorded under Clerk’s File No. 2018103072 of the Official Public Records of Travis County, Texas, (the “SPOC Deed of Trust”);

v.that certain Deed of Trust, Security Agreement, Fixture Filing and Assignment of Rents from Amarra to Brian P. Foley, Trustee, securing the payment of the Note, covering certain real and personal property described therein, recorded under Clerk’s File No. 2018103073 of the Official Public Records of Travis County, Texas (the “Amarra Deed of Trust”);

vi.that certain Deed of Trust, Security Agreement, Fixture Filing and Assignment of Rents from Lakeway to Brian P. Foley, Trustee, securing the payment of the Note, covering certain real and personal property described therein, recorded under Clerk’s File No. 2018103076 of the Official Public Records of Travis County, Texas (the “Lakeway Deed of Trust”);

vii.that certain Subordination Agreement, recorded under Clerk’s File No. 2018106189 of the Official Public Records of Travis County, Texas, executed by SPOC in favor of Lender (the “Subordination Agreement”);

viii.that certain Security Agreement, executed by Stratus in favor of Lender (the “Stratus Security Agreement”); and

ix.that certain Assignment of Reimbursables, Credits and Other Fees executed by Borrower, Magnolia, Lavaca and Austin in favor of Lender (the “Assignment of Reimbursables”).

The instruments described above, the Prior Modifications, this Agreement, the Note (defined below) and all other documents evidencing, securing or otherwise executed in connection with the Loan (defined below), being herein collectively called the “Loan Documents”;

B.Borrower and Austin previously executed and delivered to Lender that certain Amended and Restated Revolving Promissory Note (the “Prior Note”) dated May 13, 2022, in the stated principal amount of Sixty Million and No/100 Dollars ($60,000,000.00), in substitution of the Original Note;

C.In connection with the Eighth Modification (defined below), the amount of the Original Loan was reduced to $55,000,000 (the “Prior Loan”). Additionally, in connection

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with the Eighth Modification, Borrower executed and delivered to Lender (i) that certain Second Amended and Restated Revolving Promissory Note payable to the order of Lender, dated March 25, 2025, in the stated principal amount of Fifty-Five Million and No/100 Dollars ($55,000,000.00) (the “Note”), in substitution of the Prior Note, and (ii) that certain Deed of Trust, Security Agreement, Fixture Filing and Assignment of Rents dated as of July 30, 2025, from SPOC to Brian P. Foley, Trustee, securing the payment of the Note, covering certain real and personal property described therein, recorded on August 1, 2025, under Clerk’s File No. 2025084849 of the Official Public Records of Travis County, Texas (the “Club House Deed of Trust”; and together with the Circle C Deed of Trust, the SPOC Deed of Trust, the Amarra Deed of Trust, and the Lakeway Deed of Trust, as they may be affected by various partial releases of lien executed by Lender prior to the Effective Date, collectively, the “Deed of Trust”);

D. In connection with the Ninth Modification (defined below), the amount of the Prior Loan was reduced to $35,000,000 (the “Loan”);

E.The Loan Documents were previously modified by that certain Modification Agreement dated April 14, 2020, executed by Borrower, Magnolia, Lavaca. Austin and Lender (the “First Modification”), that certain Second Modification Agreement dated June 12, 2020, executed by Borrower, Magnolia, Lavaca, Austin and Lender, recorded under Clerk's File No. 2020057667 of the Official Public Records of Montgomery County, Texas and recorded under Clerk's File No. 2020097580 of the Official Public Records of Travis County, Texas (the “Second Modification”), that certain Third Modification Agreement dated May 13, 2022, executed by Borrower, Austin and Lender, recorded under Clerk's File No. 2022087674 of the Official Public Records of Travis County, Texas (the “Third Modification”), that certain Fourth Modification Agreement dated November 8, 2022, executed by Borrower, Austin and Lender (the “Fourth Modification”), that certain Fifth Modification Agreement dated March 10, 2023, executed by Borrower, Austin and Lender (the “Fifth Modification”), that certain Sixth Modification Agreement dated May 31, 2023, executed by Borrower, Austin and Lender (the “Sixth Modification”), that certain Seventh Modification Agreement dated January 21, 2025, executed by Borrower, Austin and Lender (the “Seventh Modification”), that certain Eighth Modification Agreement dated March 25, 2025, executed by Borrower and Lender, recorded on March 25, 2025, under Clerk’s File No. 2025031497 of the Official Public Records of Travis County, Texas (the “Eighth Modification”), and that certain Ninth Modification Agreement dated October 22, 2025, executed by Borrower and Lender (the “Ninth Modification”; and together with the First Modification, the Second Modification, the Third Modification, the Fourth Modification, the Fifth Modification, the Sixth Modification, the Seventh Modification, and the Eighth Modification, collectively, the “Prior Modifications”);

F.Borrower has requested that Lender extend the term of the Loan to March 27, 2028, and make certain modifications to the Loan Documents, and Lender is willing to do so on the terms and conditions set forth below; and

G.Lender is the owner and holder of the Note and Borrower is the owner of the legal and equitable title to the Mortgaged Property.

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NOW, THEREFORE, for and in consideration of the mutual covenants contained herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Defined Terms. Capitalized terms used but not defined in this Agreement shall have the meaning given to such capitalized terms in the Loan Agreement (as modified by this Agreement).

2.Extension of Maturity Date. The maturity date of the Loan is hereby extended to March 27, 2028 (the “Maturity Date”), and the liens, security interests, assignments and other rights evidenced by the Loan Documents are hereby renewed and extended to secure payment of the Note as extended hereby. Without limiting the foregoing, the term “Maturity Date” and other references to the maturity of the Loan or the Note used in the Note, any Deed of Trust, the Loan Agreement and other Loan Documents are likewise amended to mean and refer to “March 27, 2028” (or such earlier date on which the entire unpaid principal amount of the Loan becomes due and payable whether by the lapse of time, acceleration or otherwise; provided, however, if any such date is not a Business Day, then the Maturity Date shall be the next succeeding Business Day). Borrower shall have no further rights to extend the maturity date of the Loan.

3.Extension Fee. As consideration for the extension of the Maturity Date, contemporaneously with the execution hereof and as a condition to its effectiveness, Borrower shall pay to Lender an extension fee in the amount of $87,500.00 in immediately available funds, which shall be fully earned by Lender as of the date of this Agreement.

4.Representations and Warranties. Borrower hereby represents and warrants that (a) Borrower is the sole legal and beneficial owner of the Mortgaged Property (other than the Mortgaged Property which has been released by Lender from the liens of the Deed of Trust); (b) Borrower is duly organized and legally existing under the laws of the state of its organizations and is duly qualified to do business in the State of Texas; (c) the execution and delivery of, and performance under this Agreement are within Borrower’s power and authority without the joinder or consent of any other party and have been duly authorized by all requisite action and are not in contravention of law or the powers of Borrower’s articles of incorporation and bylaws; (d) this Agreement constitutes the legal, valid and binding obligations of Borrower enforceable in accordance with its terms; (e) the execution and delivery of this Agreement by Borrower do not contravene, result in a breach of or constitute a default under any deed of trust, loan agreement, indenture or other contract, agreement or undertaking to which Borrower is a party or by which Borrower or any of its properties may be bound (nor would such execution and delivery constitute such a default with the passage of time or the giving of notice or both) and do not violate or contravene any law, order, decree, rule or regulation to which Borrower is subject; and (f) to the best of Borrower’s knowledge there exists no uncured default under any of the Loan Documents. Borrower agrees to indemnify and hold Lender harmless against any loss, claim, damage, liability or expense (including without limitation reasonable attorneys’ fees) incurred as a result of any representation or warranty made by it herein proving to be untrue in any respect.

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5.Further Assurances. Borrower, upon request from Lender, agrees to execute such other and further documents as may be reasonably necessary or appropriate to consummate the transactions contemplated herein or to perfect the liens and security interests intended to secure the payment of the loan evidenced by the Note.

6.Default; Remedies. If Borrower shall fail to keep or perform any of the covenants or agreements contained herein or if any statement, representation or warranty contained herein is false, misleading or erroneous in any material respect, subject to the applicable notice and/or cure periods provided in Section 6.1 of the Loan Agreement, Borrower shall be deemed to be in default under the Deed of Trust and Loan Agreement and Lender shall be entitled at its option to exercise any and all of the rights and remedies granted pursuant to the any of the Loan Documents or to which Lender may otherwise be entitled, whether at law or in equity.

7.Endorsement to Title Policy. Contemporaneously with the execution and delivery hereof, and as a condition to the effectiveness of this Agreement, Borrower shall, at its sole cost and expense, arrange for recordation of this Agreement in each county where the Mortgaged Property is located and obtain and deliver to Lender an endorsement of the Title Policy insuring the lien of the Deed of Trust, under Procedural Rule P-9b(3) of the applicable title insurance rules and regulations, in form and content acceptable to Lender, stating that the company issuing said Title Policy will not claim that policy coverage has terminated or that policy coverage has been reduced, solely by reason of the execution of this Agreement.

8.Ratification of Loan Documents. Except as provided herein, the terms and provisions of the Loan Documents shall remain unchanged and shall remain in full force and effect. Any modification herein of any of the Loan Documents shall in no way adversely affect the security of the Deed of Trust and the other Loan Documents for the payment of the Note. The Loan Documents as modified and amended hereby are hereby ratified and confirmed in all respects. All liens, security interests, mortgages and assignments granted or created by or existing under the Loan Documents remain unchanged and continue, unabated, in full force and effect, to secure Borrower’s obligation to repay the Note.

9.Liens Valid; No Offsets or Defenses. Borrower hereby acknowledges that the liens, security interests and assignments created and evidenced by the Loan Documents are valid and subsisting and further acknowledges and agrees that there are no offsets, claims or defenses to any of the Loan Documents.

10.Merger; No Prior Oral Agreements. This Agreement supersedes and merges all prior and contemporaneous promises, representations and agreements. No modification of this Agreement or any of the Loan Documents, or any waiver of rights under any of the foregoing, shall be effective unless made by supplemental agreement, in writing, executed by Lender and Borrower. Lender and Borrower further agree that this Agreement may not in any way be explained or supplemented by a prior, existing or future course of dealings between the parties or by any prior, existing, or future performance between the parties pursuant to this

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Agreement or otherwise.

11.Costs and Expenses. Contemporaneously with the execution and delivery hereof, Borrower shall pay, or cause to be paid, all costs and expenses incident to the preparation hereof and the consummation of the transactions specified herein, including without limitation title insurance policy endorsement charges, recording fees and fees and expenses of legal counsel to Lender.

12.Release of Lender. Borrower hereby releases, remises, acquits and forever discharges Lender, together with its employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, successors and assigns, subsidiary corporations, parent corporations, and related corporate divisions (all of the foregoing hereinafter called the “Released Parties”), from any and all actions and causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, whether heretofore or hereafter accruing, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the Effective Date, and in any way directly or indirectly arising out of or in any way connected to this Agreement or any of the Loan Documents or any of the transactions associated therewith, or the Mortgaged Property, including specifically but not limited to claims of usury.

13.Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart.

14.Severability. If any covenant, condition, or provision herein contained is held to be invalid by final judgment of any court of competent jurisdiction, the invalidity of such covenant, condition, or provision shall not in any way affect any other covenant, condition or provision herein contained.

15.Time of the Essence. It is expressly agreed by the parties hereto that time is of the essence with respect to this Agreement.

16.Representation by Counsel. The parties acknowledge and confirm that each of their respective attorneys have participated jointly in the review and revision of this Agreement and that it has not been written solely by counsel for one party. The parties hereto therefore stipulate and agree that the rule of construction to the effect that any ambiguities are to or may be resolved against the drafting party shall not be employed in the interpretation of this Agreement to favor either party against the other.

17.Governing Law. This Agreement and the rights and duties of the parties hereunder shall be governed for all purposes by the law of the State of Texas and the law of the United States applicable to transactions within said State.

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18.Successors and Assigns. The terms and provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

19.Notice of No Oral Agreements. Borrower and Lender hereby take notice of and agree to the following:

A. PURSUANT TO SUBSECTION 26.02(b) OF THE TEXAS BUSINESS AND COMMERCE CODE, A LOAN AGREEMENT IN WHICH THE AMOUNT INVOLVED THEREIN EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR BY THAT PARTY’S AUTHORIZED REPRESENTATIVE.

B. PURSUANT TO SUBSECTION 26.02(c) OF THE TEXAS BUSINESS AND COMMERCE CODE, THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO THE LOAN DOCUMENTS SHALL BE DETERMINED SOLELY FROM THE LOAN DOCUMENTS, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THE LOAN DOCUMENTS.

C. THE LOAN DOCUMENTS AND THIS AGREEMENT REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES THERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, this Agreement is executed on the respective dates of acknowledgement below but is effective as of the date first above written.

BORROWER:


STRATUS PROPERTIES INC., a Delaware corporation By: /s/ Erin D. Pickens Erin D. Pickens, Senior Vice President			THE VILLAS AT AMARRA DRIVE, L.L.C., a Texas limited liability company By: STRS L.L.C., a Delaware limited liability company, Manager By: Stratus Properties Inc., a Delaware corporation, Sole Member By: /s/ Erin D. Pickens Erin D. Pickens, Senior Vice President
STRATUS PROPERTIES OPERATING CO., L.P., a Delaware limited partnership By: STRS L.L.C., a Delaware limited liability company, General Partner By: Stratus Properties Inc., a Delaware corporation, Sole Member By: /s/ Erin D. Pickens Erin D. Pickens, Senior Vice President			STRATUS LAKEWAY CENTER, L.L.C., a Texas limited liability company By: STRS L.L.C., a Delaware limited liability company, Manager By: Stratus Properties Inc., a Delaware corporation, Sole Member By: /s/ Erin D. Pickens Erin D. Pickens, Senior Vice President
CIRCLE C LAND, L.P., a Texas limited partnership By: Circle C GP, L.L.C., a Delaware limited liability company, General Partner By Stratus Properties Inc., a Delaware corporation, Sole Member By: /s/ Erin D. Pickens Erin D. Pickens, Senior Vice President

[Signature Page – Tenth Modification Agreement]

STATE OF TEXAS §

COUNTY OF TRAVIS §

This instrument was acknowledged before me on the 29th day of January, 2026, by Erin D. Pickens, Senior Vice President of Stratus Properties Inc., a Delaware corporation, on behalf of said corporation. Such person is personally known to me or produced a state issued driver’s license as identification, and did take an oath.

[SEAL]

/s/ Leticia L. Silva

Notary Public, State of Texas

My Commission Expires: 02-23-2027

Printed Name of Notary: Leticia L. Silva

STATE OF TEXAS §

COUNTY OF TRAVIS §

This instrument was acknowledged before me on the 29th day of January, 2026, by Erin D. Pickens, Senior Vice President of Stratus Properties Inc., a Delaware corporation, Sole Member of STRS L.L.C., a Delaware limited liability company, General Partner of Stratus Properties Operating Co., L.P., a Delaware limited partnership, on behalf of said corporation, limited liability company and limited partnership. Such person is personally known to me or produced a state issued driver’s license as identification, and did take an oath.

[SEAL]

/s/ Leticia L. Silva

Notary Public, State of Texas

My Commission Expires: 02-23-2027

Printed Name of Notary: Leticia L. Silva

[Signature Page – Tenth Modification Agreement]

STATE OF TEXAS §

COUNTY OF TRAVIS §

This instrument was acknowledged before me on the 29th day of January, 2026, by Erin D. Pickens, Senior Vice President of Stratus Properties Inc., a Delaware corporation, Sole Member of Circle C GP, L.L.C., a Delaware limited liability company, General Partner of Circle C Land, L.P., a Texas limited partnership, on behalf of said corporation, limited liability company and limited partnership. Such person is personally known to me or produced a state issued driver’s license as identification, and did take an oath.

[SEAL]

/s/ Leticia L. Silva

Notary Public, State of Texas

My Commission Expires: 02-23-2027

Printed Name of Notary: Leticia L. Silva

COUNTY OF TRAVIS §

This instrument was acknowledged before me on the 29th day of January, 2026, by Erin D. Pickens, Senior Vice President of Stratus Properties Inc., a Delaware corporation, Sole Member of STRS L.L.C., a Delaware limited liability company, Manager of The Villas at Amarra Drive, L.L.C., a Texas limited liability company, on behalf of said corporation and limited liability companies. Such person is personally known to me or produced a state issued driver’s license as identification, and did take an oath.

[SEAL]

/s/ Leticia L. Silva

Notary Public, State of Texas

My Commission Expires: 02-23-2027

Printed Name of Notary: Leticia L. Silva

[Signature Page – Tenth Modification Agreement]

STATE OF TEXAS §

COUNTY OF TRAVIS §

This instrument was acknowledged before me on the 29th day of January, 2026, by Erin D. Pickens, Senior Vice President of Stratus Properties Inc., a Delaware corporation, Sole Member of STRS L.L.C., a Delaware limited liability company, Manager of Stratus Lakeway Center, L.L.C., a Texas limited liability company, on behalf of said corporation and limited liability companies. Such person is personally known to me or produced a state issued driver’s license as identification, and did take an oath.

[SEAL]

/s/ Leticia L. Silva

Notary Public, State of Texas

My Commission Expires: 02-23-2027

Printed Name of Notary: Leticia L. Silva

[Signature Page – Tenth Modification Agreement]

LENDER:

COMERICA BANK

By: /s/ Rebecca Lloyd

Rebecca Lloyd, Vice President

STATE OF TEXAS §

COUNTY OF TRAVIS §

This instrument was acknowledged before me on the 21st day of January, 2026, by Rebecca Lloyd, Vice President of Comerica Bank, on behalf of said bank. Such person is personally known to me or produced a state issued driver’s license as identification, and did take an oath.

[SEAL]

/s/ Laura Deleon

Notary Public, State of Texas

My Commission Expires: 06-08-27

Printed Name of Notary: Laura Deleon

[Signature Page – Tenth Modification Agreement]

Document


			NEWS RELEASE
			NASDAQ Symbol: “STRS”
Stratus Properties Inc.			Financial and Media Contact:
212 Lavaca St., Suite 300			William H. Armstrong III
Austin, Texas 78701			(512) 478-5788

STRATUS PROPERTIES INC. COMPLETES SALE OF

KINGWOOD PLACE FOR $60.8 MILLION

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AUSTIN, TX, February 5, 2026 - Stratus Properties Inc. (NASDAQ: STRS) (“Stratus”) today announced that it has completed the previously disclosed sale of Kingwood Place for $60.8 million in cash. The sale generated approximately $27.1 million in pre‑tax net cash proceeds, after selling costs and payment of the project loan. The sales price represents a 9.3% premium to Stratus’ pre-tax net asset value of Kingwood Place, as reflected in Stratus’ Investor Presentation dated March 28, 2025.

Kingwood Place was Stratus’ H-E-B grocery-anchored, mixed-use development located in Kingwood, Texas (in the greater Houston area), including 151,877 square feet of retail lease space, anchored by a 103,000-square-foot H-E-B grocery store, and five pad sites. Stratus completed construction of two retail buildings totaling approximately 41,000 square feet in August 2019, the H‑E‑B grocery store opened in November 2019 and an additional 8,000‑square‑foot retail building was completed in June 2020. Stratus owned approximately 60% of Kingwood Place through a limited partnership with equity investors. After establishing a reserve for the remaining costs of the partnership, Stratus received a cash distribution of approximately $16.2 million in connection with the sale and expects to recognize a pre-tax gain on the sale, net of noncontrolling interests, of approximately $13.7 million.

William H. Armstrong III, Chairman of the Board and Chief Executive Officer of Stratus, said, “The completion of the Kingwood Place sale underscores the effectiveness of our strategy and the talent of our team. Kingwood Place has been a successful project for Stratus, and this transaction strengthens our financial position while demonstrating our commitment to maximizing value for our shareholders as we evaluate the best path forward for Stratus.”

The Kingwood Place transaction marks Stratus’ third recent sale of a stabilized retail project, following the sales of Lantana Place – Retail and West Killeen Market in 2025. In December 2025, the Stratus Board of Directors (“Board”) announced that it had initiated a process to explore strategic alternatives to maximize shareholder value. This process remains ongoing, and there is no timetable set for conclusion of the Board’s evaluation. There can be no assurance as to the outcome of this process, or if a transaction does occur, the timing of any such transaction.

About Stratus

Stratus Properties Inc. is engaged primarily in the entitlement, development, management, leasing and sale of multi-family and single-family residential and commercial real estate properties in the Austin, Texas area and other select markets in Texas. In addition to its developed properties, Stratus has a development portfolio that consists of approximately 1,500 acres of commercial and residential projects under development or undeveloped land held for future use. Stratus’ commercial real estate portfolio consists of stabilized retail properties or future retail and mixed-use development projects with no commercial office space. Stratus generates revenues and cash flows from the sale of its developed and undeveloped properties, the lease of its retail, mixed-use and multi-family properties and development and asset management fees received from its properties.

CAUTIONARY STATEMENT

This press release contains forward-looking statements in which Stratus discusses factors it believes may affect its future performance and business strategy. Forward-looking statements are all statements other than statements of historical fact, such as statements regarding the potential outcomes of the review of strategic alternatives, the potential strategic alternatives that may be considered and the potential for future cash returns to shareholders. The words “anticipate,” “may,” “can,” “plan,” “believe,” “potential,” “estimate,” “expect,” “project,” “target,” “intend,” “likely,” “will,” “should,” “to be” and any similar expressions or statements are intended to identify those assertions as forward-looking statements.

Stratus cautions readers that forward-looking statements are not guarantees of future performance, and its actual results may differ materially from those anticipated, expected, projected or assumed in the forward-looking statements. Important factors that can cause Stratus’ actual results to differ materially from those anticipated in the forward-looking statements include, but are not limited to, the risks associated with the strategic alternatives review, including whether the objectives of the strategic review process will be achieved, the incurrence of costs and expenses, the diversion of management’s time in connection with such review, and the risk that the strategic review and its announcement could have an adverse effect on the ability of Stratus to retain and hire key personnel and maintain relationships with partners, suppliers, employees, shareholders and others and on its operating results and business generally, the possibility that Stratus may decide not to change its long-term business strategy following the Board’s strategic review process, Stratus’ inability to consummate any proposed strategic alternative resulting from the strategic review due to, among other things, market, regulatory and other factors, the potential for disruption to Stratus’ business resulting from the strategic review process, the risk of any litigation relating to the strategic review, potential adverse effects on Stratus’ stock price from the announcement, suspension or consummation of the strategic review process and the results thereof, Stratus’ ability to implement its business strategy successfully, including its ability to develop, finance, construct and sell or lease properties on terms its Board considers acceptable, increases in operating and construction costs, including real estate taxes, maintenance and insurance costs, and the cost of building materials and labor, elevated inflation and interest rates, the effect of changes in tariffs and trade policies, including threatened tariffs, supply chain constraints, Stratus’ ability to pay or refinance its debt, extend maturity dates of its loans or comply with or obtain waivers of financial and other covenants in debt agreements and to meet other cash obligations, availability of bank credit, defaults by contractors and subcontractors, declines in the market value of Stratus’ assets, market conditions or corporate developments that could preclude, impair or delay any opportunities with respect to plans to sell, recapitalize or refinance properties, a decrease in the demand for real estate in select markets in Texas where Stratus operates, particularly in Austin, changes in economic, market, tax, business and geopolitical conditions, potential U.S. or local economic downturn or recession, Stratus’ ability to obtain various entitlements and permits, changes in laws, regulations or the regulatory environment affecting the development of real estate, and other factors described in more detail under the heading “Risk Factors” in Stratus’ Annual Report on Form 10-K for the year ended December 31, 2024 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, each filed with the U.S. Securities and Exchange Commission.

Investors are cautioned that many of the assumptions upon which Stratus’ forward-looking statements are based are likely to change after the date the forward-looking statements are made. Further, Stratus may make changes to its business plans that could affect its results. Stratus cautions investors that it undertakes no obligation to update any forward-looking statements, which speak only as of the date made, notwithstanding any changes in its assumptions, business plans, actual experience or other changes.

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A copy of this release is available on Stratus’ website, stratusproperties.com.