purchaseandsaleagreement






1    PURCHASE AND SALE AGREEMENT  This Purchase and Sale Agreement (this “Agreement”) is made as of the    22   .day of  September, 2021 (the “Effective Date”), by and between 1300 WEST BARTLETT ROAD FEE,  LLC, a Delaware limited liability company (“Seller”), and ELGIN SWEEPER COMPANY, a  Delaware corporation, or its assignee or designee (“Purchaser”).   R E C I T A L S:  A. Seller is the owner of the fee simple interest in the approximately 15 acre parcel of  land legally described on Exhibit A (the “Land”) and commonly known as 1300 West Bartlett  Road, Elgin, Illinois 60120.  B. Seller has agreed to sell and Purchaser has agreed to purchase the Land and the  Property (as defined below) on the terms and conditions set forth in this Agreement.  NOW, THEREFORE, in consideration of the mutual covenants and agreements contained  herein, the parties hereby agree as follows:  ARTICLE 1  SUBJECT PROPERTY  Section 1.1 Purchase.  Subject to the terms and conditions contained herein and in  reliance on the representations, warranties, covenants and undertakings contained herein, Seller  agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, free and clear of all liens,  claims, encumbrances, mortgages and deeds of trust, but subject only to the Permitted Exceptions  (defined below), the following (collectively, the “Property”):  (a) the Land;  (b) all improvements, structures, and fixtures on the Land, including the  buildings containing approximately 217,011 square feet on the Land (collectively, the  “Improvements”);  (c) all tangible personal property now owned and/or hereafter acquired by  Seller prior to Closing (defined below) in connection with the ownership, operation and  maintenance of the Land and Improvements, including, but not limited to, all heating, ventilating,  incinerating, lighting, plumbing, electrical, air-conditioning fixtures, hot water heaters, furnaces,  heating controls, motors, fire protection conduits and equipment and boiler pressure systems and  equipment owned by Seller, and specifically including, without limitation, the personal property  identified on Exhibit B, (collectively, the “Personal Property”);  (d) all of Seller’s right, title and interest in and to all intangible personal  property used in the operation and management of the Land and Improvements including, without  limitation: all plans and specifications relating to the construction and improvement of the  Improvements; all drawings, surveys, maps, engineering reports and other technical descriptions  and test results relating to the Improvements and Personal Property and all unexpired warranties  and guarantees, if any, received in connection with the construction, improvement or equipping of  





 






2    the Improvements; all licenses, permits, certificates of occupancy, franchises, approvals,  authorizations and consents now and/or hereafter issued by any federal, state, county or municipal  authority relating to the Property, to the extent assignable; all of the names under which all or any  portion of the Property is being operated by Seller; all claims and causes of action arising out of  or in connection with all or any portion of the Property (other than claims solely related to Seller’s  ownership of the Property including claims for delinquent rent for periods prior to the Closing  Date); all books and records for the period of Seller’s ownership relating to the Land,  Improvements and Personal Property and their construction, development, ownership, and  operation; and all warranties and guaranties affecting any of the Property (collectively, the  “Intangible Property”); and  (e) all of Seller’s right, title and interest in and to all tenements, hereditaments,  privileges and appurtenances in any way belonging or appertaining thereto.   ARTICLE 2  PURCHASE AND SALE; PURCHASE PRICE  Section 2.1 Purchase Price.  The purchase price for the Property shall be NINETEEN  MILLION and NO/100 Dollars ($19,000,000.00) (the “Purchase Price”), plus or minus prorations  as hereinafter provided and shall be payable as hereinafter set forth.  Section 2.2 Earnest Money.  Within five (5) Business Days after the Effective Date,  Purchaser shall deposit into the Earnest Money Escrow (defined below) with Chicago Title  Insurance Company (the “Title Company”) the sum of Two Hundred Fifty Thousand and 00/100  Dollars ($250,000.00) (together with any interest earned on such amount, the “Earnest Money”).  The Earnest Money shall be held by Title Company in a strict joint order escrow (the “Earnest  Money Escrow”) in accordance with the terms of a strict joint order escrow agreement in the form  of Exhibit C (“SJO Agreement”), which shall be executed by Seller, Purchaser, and Title Company  no later than the deposit of the Initial Earnest Money.  At Purchaser’s option, the Earnest Money  shall be held in an interest-bearing account, with interest earned thereon for the benefit of  Purchaser.  Purchaser and Seller shall each pay fifty percent (50%) of the fees charged by the Title  Company for the Earnest Money Escrow.  The Earnest Money shall be applied at closing to the  Purchase Price.    Section 2.3 Payment of Purchase Price.  Provided the conditions to closing set forth  herein have been satisfied or waived, in writing, by Purchaser, the Purchase Price, net of prorations  and adjustments as provided in Article 11, shall be paid on the Closing Date by wire transfer of  immediately collectible funds, first, if necessary, to the Title Company and then to an account  specified by Seller.    ARTICLE 3  DUE DILIGENCE PERIOD  Section 3.1 Due Diligence Period.  Within five (5) Business Days after the Effective  Date, Seller shall deliver to Purchaser true, correct and complete copies of those documents  identified on Schedule 1 (collectively, the “Property Information”) but only to the extent that they  (i) pertain to the Property, and (ii) are located at the Property, are in any property manager’s office,  





 






3    or are otherwise within the actual possession or control of Seller, its employees, property  managers, consultants, attorneys, or other agents.  The Property Documents and other information  provided by Seller and its agents to Purchaser under the terms of this Agreement are for  informational purposes only, subject to the express representations of Seller contained herein.   Subject to Seller’s Representations, Purchaser (a) is not in any way entitled to rely upon the  accuracy or completeness of the information within the Property Documents and other third party  information provided by Seller and its agents and (b) Purchaser will rely exclusively on its own  inspections and consultants with respect to all matters Purchaser deems relevant to its decision to  acquire the Property. The provisions of this Section 3.1 shall survive the Closing and delivery of  the Deed or other termination of this Agreement and shall not be deemed merged into the Deed or  any instrument of conveyance delivered at Closing. The parties acknowledge and agree that  Purchaser has been in sole possession and control of the Property since at least 2008; prior to  Seller’s purchase of the Property. The “Due Diligence Period” shall be the period commencing on  the day immediately following the delivery by Seller to Purchaser of all of the Property  Information and terminating at 11:59 p.m. local time on the day which is thirty (30) days after such  date (the “Due Diligence Expiration Date”).  Section 3.2 Conduct of Due Diligence.  During the Due Diligence Period, Purchaser  and its officers, employees, members, managers, agents, advisers, attorneys, accountants,  architects and engineers shall have the right to review the submittals described in Section 3.1, to  investigate the zoning and code status of the Property and all governmental requirements including  discussions with governmental officials, and to enter upon the Property to conduct inspections and  investigations relating to the Property (including, without limitation, inspections relating to the  physical condition of the Improvements and Personal Property including, without limitation, the  roof and the structural components, electrical, plumbing, water, sewer, air conditioning, heating,  mechanical and other building systems), to conduct environmental assessments (including Phase  I environmental assessments and studies provided, however, that Purchaser must obtain Seller’s  prior written consent, which may be withheld in Seller’s sole and absolute discretion, to any  physically invasive testing or any testing involving sampling) and for all other reasonable  purposes.  Except as otherwise provided herein, all costs and expenses of Purchaser’s due diligence  shall be paid by Purchaser.  If this Agreement is terminated in accordance with Section 3.3 or if  the transaction otherwise fails to close, Purchaser shall return to Seller all information delivered  or made available by Seller to Purchaser in accordance with Section 3.1 within five (5) Business  Days after such termination.  Purchaser shall repair any damage to the Property arising out of or  resulting from the inspections or investigations of the Property by Purchaser or its agents.  Purchaser will use commercially reasonable efforts to minimize any disruption or interference  caused by any such testing and will repair damage caused by such testing. Before and during  Purchaser inspections, Purchaser or the Purchaser representative conducting any Purchaser  inspection shall maintain workers’ compensation insurance in accordance with applicable law, and  Purchaser, or the applicable Purchaser representative conducting any Purchaser inspection, shall  maintain (a) commercial general liability insurance with limits of at least Five Hundred Thousand  Dollars ($500,000) for bodily or personal injury or death, (b) property damage insurance in the  amount of at least One Million Dollars ($1,000,000), and (c) contractual liability insurance.  Purchaser shall deliver to Seller evidence of such workers’ compensation insurance and a  certificate evidencing the commercial general liability, property damage and contractual liability  insurance before conducting any Purchaser inspection on the Property. Purchaser shall indemnify,  defend and hold Seller and the Property harmless of and from any and all losses, liabilities, costs,  





 






4    expenses (including, without limitation, reasonable attorneys’ fees and costs of court), damages,  liens, claims (including, without limitation, mechanics’ or materialmen’s liens or claims of liens),  actions and causes of actions arising from or relating to Purchaser’s (or Purchaser’s agents,  employees or representatives) entering upon the Property to test, study, investigate or inspect the  same or any part thereof, whether pursuant to this Section 3.2 or otherwise, except to the extent  arising from the negligence of Seller. The foregoing indemnity of Purchaser shall expressly survive  the Closing or the earlier termination of this Agreement.  Section 3.3 Right to Terminate.    (a) If Purchaser, in its sole and absolute discretion, determines for any or no  reason whatsoever that Purchaser does not desire to purchase the Property, then on or before the  Due Diligence Expiration Date, Purchaser shall deliver written notice to Seller of its election to  not proceed with the transaction and to terminate this Agreement (the “Termination Notice”).    (b) If Purchaser delivers the Termination Notice, then (i) this Agreement shall  be deemed terminated, (ii) the Earnest Money shall be returned to Purchaser, and (iii) neither party  shall have any further claims or obligations hereunder except as it relates to this Section 3.3(b),  and any claims of Seller under Section 3.4.  Seller agrees to deliver to the Title Company within  two (2) Business Days after receipt of the Termination Notice, a written direction to the Title  Company pursuant to the SJO Agreement authorizing and directing the Title Company to deliver  the Earnest Money to Purchaser.    (c) If Purchaser does not timely deliver the Termination Notice, then Purchaser  shall be deemed to have waived its right to terminate under this Section 3.3 and the Earnest Money  will become non-refundable, except if Purchaser is expressly entitled to return of the Earnest  Money under any other provision of this Agreement.        Section 3.4 Defeasance. Promptly after the expiration or waiver of the Due Diligence  Period, Seller will apply for defeasance (“Defeasance”) of its existing mortgage indebtedness  (“Mortgage”) secured in part by the Property and use diligent efforts to complete the Defeasance  on or before the Closing Date.  In the event Seller cannot complete the Defeasance of the Mortgage  in order to deliver title free and clear of the Mortgage on or before the Closing Date (as the same  may be extended) Purchaser shall have the right as his sole remedy therefore to (i) extend the  Closing Date to permit Seller additional time to obtain the appropriate Mortgage discharge  documents or (ii) terminate this Agreement by written notice to Seller and receive a refund of its  Earnest Money.  ARTICLE 4  TITLE AND SURVEY  Section 4.1 Title Evidence.  Following the Effective Date, Purchaser will order, at  Purchaser’s cost a title commitment  for an owner’s title insurance policy issued by Title Company,  in the amount of the Purchase Price, covering title to the Property on or after the Effective Date,  showing title in Seller, containing requirements for extended coverage over general exceptions one  through six contained therein (which Seller shall use commercially reasonable efforts to satisfy on  or before Closing), and insuring Purchaser as the fee owner of the Property subject only to the  





 






5    recordation of a deed for the Property from Seller to Purchaser (the “Title Commitment”).  The  Title Commitment and the recorded documents referenced in the Title Commitment are  collectively referred to as the “Title Evidence”.  Section 4.2 Permitted Exceptions.  If Purchaser is not satisfied, in its sole and absolute  discretion, with the condition of title, then Purchaser may notify Seller of any of the Title Evidence  (each, an “Objection” and, collectively, “Objections”), which Objections must be in writing and  must be delivered to Seller on or prior to the expiration of the Due Diligence Period.  Seller will  thereafter, at its election, have the right (but not the obligation) to use commercially reasonable  efforts to cause any or all such Objections to be cured on or before Closing (provided that with  respect to Existing Liens (as defined below) Seller shall be obligated to take all efforts necessary  to cause Existing Liens to be cured).  If, Seller elects to use commercially reasonable efforts to  cause any or all such Objections to be cured, and after using commercially reasonable efforts to  do so, Seller is unable to cure one or more Objections (other than Existing Liens), Seller shall  provide written notice (an “Inability to Cure Notice”) to Purchaser no later than ten (10) days after  receipt of the Objections (the “Response Deadline”).  If Seller does not timely provide an Inability  to Cure Notice to Purchaser, Seller shall be deemed to have elected to not cure any Objections. If  Seller delivers an Inability to Cure Notice to Purchaser or does not timely deliver an Inability to  Cure Notice, Purchaser may elect, in its sole and absolute discretion, to (a) terminate this  Agreement by providing written notice thereof to Seller on or before the date occurring five (5)  days after (1) the receipt of an Inability to Cure Notice or (2) the Response Deadline, if Seller does  not timely deliver an Inability to Cure Notice, or (b) accept title subject to any Objections for which  Seller is unable to cure as identified in an Inability to Cure Notice, other than any Existing Liens.   All items to which Purchaser does not timely object in the Title Evidence, and all items that  Purchaser has been deemed to have accepted pursuant to clause (b) of the prior sentence shall be  collectively referred to herein as the “Permitted Exceptions”; provided, however, that in any event  none of the following shall be deemed Permitted Exceptions and Seller shall in all cases be  obligated to cure: (A) judgments against Seller or any affiliate of Seller, (B) mortgages, trust deeds,  or other monetary liens (including, without limitation, any mechanics’, materialmen’s and/or  vendors’ liens with respect to the Property, and any real estate tax liens other than liens for taxes  and assessments not delinquent), (C) any matters affecting the Property created on or after the  Effective Date that are not otherwise permitted pursuant to the terms of this Agreement, and/or  (D) defects, obligations or exceptions of a definite and ascertainable amount that can be satisfied  solely by the payment of cash (collectively, “Existing Liens”).  If Purchaser does not timely  provide Seller with a notice of title defects as provided above or does not terminate this Agreement  due to Seller’s inability to cure such title defects, Purchaser shall be deemed to have waived all  objections and defects to any matters of record title as of the Due Diligence Period Expiration  Date, but not to any Existing Liens or new matters that arise thereafter.   Section 4.3 Title Policy.  At Closing, Seller shall use commercially reasonable efforts  as set forth in Section 4.2 above to (i) cause the Title Company to issue and deliver to Purchaser  an ALTA 2006 Owner’s Title Policy in accordance with the Title Commitment and showing no  exceptions other than the Permitted Exceptions, with extended coverage over all general  exceptions, and insuring Purchaser as the owner of the Property (the “Title Policy”), and (ii) if  Purchaser requests, execute and deliver to the Title Company an Affidavit of No Change in  connection with the ALTA/ACSM Land Title Survey of the Property dated April 15, 2008 and  prepared by Rodney K. Young as Job Number SS#44005.DWG_JP (the “Existing Survey”), in  





 






6    such form as is reasonably acceptable to the Title Company so as to permit removal of any standard  survey exceptions in the Title Policy (the “Survey Affidavit”); provided that Seller shall only be  required to provide a Survey Affidavit if no changes to the Property have occurred since the date  of the Existing Survey and provided further that if Seller delivers the Survey Affidavit to Purchaser  and its Title Company, Seller shall have no further obligation to Purchaser or its Title Company  with respect to any survey matters in this Agreement or the Title Commitment or Title Policy.  The  cost of the Title Policy, including extended coverage shall be paid by Purchaser.  Any additional  endorsements as Purchaser or Purchaser’s lender, if any, may desire (“Additional Endorsements”)  shall be paid for by Purchaser, and Seller shall use commercially reasonable efforts to cooperate  in all reasonable respects in order to enable Purchaser to obtain such Additional Endorsements,  without any cost or expense to Seller.  ARTICLE 5  CONDITIONS PRECEDENT TO CLOSING; LEASE  Section 5.1 Conditions to Closing.  Without limitation of other conditions set forth  herein, Purchaser’s obligation to consummate the transactions contemplated by this Agreement is  subject to satisfaction of all of the conditions set forth in this Article 5.  Purchaser may waive any  or all of such conditions in whole or in part but any such waiver shall be effective only if made in  writing.  Upon prior written notice to Seller on or before the then-scheduled Closing Date,  Purchaser may also extend the Closing Date for no more than thirty (30) days to permit all of such  conditions to be satisfied.  Purchaser and Seller shall use all reasonable efforts to satisfy the  conditions set forth in this Article 5. Satisfaction or waiver of any conditions contained herein shall  not waive any representation, warranty or indemnity made by Seller.  If any condition set forth in  this Article 5 is not fully satisfied or waived in writing by Purchaser by the Closing Date (subject  to extension as described above), then unless such condition is waived by Purchaser, Purchaser  shall be released from all obligations to Seller under this Agreement without prejudice to any rights  or remedies Purchaser may have hereunder, except as expressly set forth herein. The conditions  are as follows:  (a) issuance of the Title Policy by the Title Company;  (b) Seller shall have timely performed each and every covenant and agreement  to be performed by Seller hereunder in accordance with this Agreement;  (c) all representations and warranties expressly made by Seller in this  Agreement shall be true and correct in all material respects as of the Closing Date;  (d) this Agreement shall not have been terminated pursuant to Sections 3.3, 4.2,  10.1, 10.2, 12.1 or 12.2;  (e) At Closing, there will be no leases, licenses, occupancy agreements, or other  agreements in effect permitting any person to occupy any portion of the Property; and  (f) delivery by Seller to Purchaser on or before the date that is five (5) Business  Days prior to the Closing of each of the following (collectively, the “Bulk Sales Releases”):  (A)  a release letter or certificate from the Illinois Department of Revenue (the “IDOR”) stating that no  assessed but unpaid tax penalties or interest are due under Section 902(d) of the Illinois Income  





 






7    Tax Act, as amended (35 ILCS 5/902(d)), or  Section 5j of the Illinois Retailers’ Occupation Tax  Act, as amended (35 ILCS 120/5j); (B) a release letter or certificate from the Cook County  Department of Revenue (the “CCDOR”) stating that no assessed but unpaid tax penalties or  interest are due under Section 34-92 of the Cook County Code; and (C) if Seller is an “employing  unit” (as defined in 820 ILCS 405/204) a letter of clearance from the State of Illinois Department  of Employment Security (the “IDES”) stating that no assessed but unpaid tax penalties or interest  are due under Section 2600 of the Illinois Unemployment Insurance Act (820 ILCS 405/2600), as  amended.  If Seller is unable to deliver all of the Bulk Sales Releases and/or delivers a bulk sales  stop order from any of the IDOR, the CCDOR, or the IDES, then the Title Company, as escrowee,  shall use such funds that would have gone to Seller at Closing as are necessary to pay any taxes,  contributions, interest, and/or penalties which may be required to be paid in order to obtain such  Bulk Sales Release(s) and if such amount shall be insufficient to do so, then Seller shall deliver to  the Title Company such additional funds as may be required to do so.  Section 5.2 Lease. Seller, as “Landlord”, and Purchaser, as “Tenant” are parties to that  certain Lease of the Land and Improvements dated as of July 2, 2008 by and between Seller’s  predecessor-in-interest and Purchaser (the “Lease”).  Seller and Purchaser will terminate the Lease  as of Closing and as part of such termination: (i) Seller will return the security deposit deposited  by Purchaser under the Lease by giving Purchaser a credit for the amount of any cash security  deposit against the Purchase Price at Closing, if any, and will return any Letter of Credit delivered  by Purchaser under the Lease, if any; (ii) refund to Purchaser all funds held in the Tax Escrow  under the Lease and all other deposits made by Purchaser under the Lease by giving Purchaser a  credit for the amount of such funds in the Tax Escrow and other deposits against the Purchase  Price at Closing; and (iii) refund to Purchaser any payments (for Rent or otherwise) made under  the Lease applicable to the period from and after Closing by giving Purchaser a credit for the  amount of such payments against the Purchase Price at Closing. Nothing in this Agreement is  intended to modify, limit or waive any of the indemnifications or the releases made or given by  Purchaser as tenant in favor of Seller as landlord under the Lease.    ARTICLE 6  CLOSING  Section 6.1 Closing.  Provided all conditions precedent set forth in Article 5 have been  satisfied, and subject to the provisions of Section 5.1, the consummation of the transaction  contemplated hereunder (referred to herein as the “Closing”) shall take place at the downtown  Chicago office of the Title Company on the date selected by Purchaser, which date shall be  December 1, 2021 (the “Closing Date”), provided that Seller can (a) postpone the Closing for a  period of up to thirty (30) days by written notice to Purchaser if Seller’s Defeasance arrangement  are not in place, or (b) accelerate the Closing Date by a maximum of thirty (30) days by written  notice to Purchaser if Seller’s Defeasance arrangements are in place. In the event Seller postpones  the Closing as aforesaid and is unable to complete the Defeasance by such postponed date,  Purchaser shall have the right to terminate this Agreement and receive a refund of the Earnest  Money but in no event shall Seller’s inability to complete the Defeasance constitute a default of  Seller under Section 10.1 of this Agreement.  Section 6.2 Closing Escrow.  The consummation of the transaction contemplated  hereunder shall take place through a New York style escrow with the Title Company pursuant to  





 






8    a written escrow agreement among Purchaser, Seller, and the Title Company containing terms and  conditions not inconsistent with the terms and conditions of this Agreement (which shall in all  events be controlling) and mutually satisfactory to Purchaser and Seller.  The cost of any escrow  services in connection with the Closing provided by the Title Company shall be shared equally by  Seller and Purchaser.  Section 6.3 Closing Documents.  At the Closing, Seller shall execute (and notarize, as  appropriate) and/or deliver or cause to be executed (and notarized, as appropriate) and/or delivered,  to Purchaser and, where applicable, the Title Company, the following (collectively, the “Closing  Documents”):  (a) a Special Warranty Deed (“Deed”) in the form attached as Exhibit D,  conveying good and marketable fee simple title to the Property, and all easements and other rights  appurtenant thereto, to Purchaser, subject only to the Permitted Exceptions;  (b) a Bill of Sale (“Bill of Sale”) in the form attached as Exhibit E, which shall  convey all of Seller’s right, title and interest in the Personal Property to Purchaser;  (c) two (2) counterparts of an Assignment and Assumption of Contracts,  Licenses, Warranties, Permits and Intangible Property, in the form attached as Exhibit F  (“Assignment of Intangibles”);  (d) two (2) counterparts of a termination of the Lease and a termination of the  Memorandum of Lease dated July 2, 2008 and recorded July 3, 2008 as Document No.  0818531103 (collectively, the “Lease Termination Agreements”);    (e) an affidavit stating Seller’s U.S. taxpayer identification number and that  Seller is a “United States person”, as defined by Internal Revenue Code Section 1445(f)(3) and  Section 7701(b);  (f) a recertification by Seller of Seller’s representations and warranties set forth  in Section 7.1;  (g) originals of all books, records, warranties, guaranties, invoices, credit  reports, financial statements, governmental notices and other documents related to the ownership,  operation, management, use, and maintenance of the Property (or copies if originals are not  available) for period of Seller’s ownership;  (h) originals (or copies if such originals are not in Seller’s possession) of all  licenses, permits, certificates of occupancy, franchises, approvals, authorizations and consents  relating to the Property;  (i) originals of all other Intangible Property;  (j) such affidavits, ALTA statements and personal undertakings, in form and  substance reasonably acceptable to the Title Company, that will permit the Title Company to  provide extended coverage and to remove the standard “mechanics’ lien” and “GAP” exceptions  and otherwise issue the Title Policy;  





 






9    (k) the Bulk Sales Releases;  (l) written evidence and, if applicable, lien waivers, in form and substance  reasonably acceptable to Purchaser and the Title Company, that there is no property management  agreement affecting the Property as of the Closing;  (m) a submitted City of Elgin Real Estate Transfer Stamp Application Form,  and evidence of completion of the City of Elgin (the “City”) property searches for code violations  and outstanding debts owed to the City, including but not limited to, a final water reading and  evidence of payment of final water bill for the Property from the City, and a City Real Estate  Transfer Stamp;  (n) all releases and termination statements required to release and terminate all  mortgages, financing statements and other security instruments encumbering the Property;  (o) originals of all Property Information, if available and in Seller’s possession  and control, or certified copies of any Property Information for which originals are not in Seller’s  possession and control, if such copies are available and in Seller’s possession and control;  (p) keys, passcodes and passkeys or fobs for the Property; and  (q) such other documents and instruments as may be required by any other  provision of this Agreement or as may reasonably be required to carry out the terms and intent of  this Agreement.  Section 6.4 Purchaser’s Deliveries.  At the Closing, Purchaser will deliver to Seller or  the Title Company the following:  (a) the Purchase Price, plus or minus prorations and minus the Earnest Money;  (b) two (2) executed counterparts of the Assignment of Intangibles;  (c) two (2) executed counterparts of the Lease Termination Agreements;  (d) such affidavits, ALTA statements and personal undertakings, in form and  substance reasonably acceptable to the Title Company, as are requested by the Title Company; and  (e) such other documents and instruments as may be required by any other  provision of this Agreement or as may reasonably be required to carry out the terms and intent of  this Agreement.  Section 6.5 Joint Deliveries.  At Closing, Seller and Purchaser shall jointly deliver to  each other: (a) a closing and proration statement, and (b) a Submitted MyDec (PTAX-203) Illinois  Real Estate Transfer Declaration with respect to the conveyance of the Property.  Section 6.6 Possession.  At Closing, Seller shall deliver sole and exclusive possession  of the Property, subject only to the Permitted Exceptions.  





 






10    ARTICLE 7  REPRESENTATIONS AND WARRANTIES  Section 7.1 Seller’s Representations.  Seller represents and warrants to Purchaser as  follows (which representations and warranties shall be remade on the Closing Date as provided  herein and shall survive the consummation of the transactions contemplated hereby for a period of   nine (9) months following the Closing Date), Purchaser understands, acknowledges and agrees  that Seller’s knowledge about the Property is limited because Purchaser has been in sole and  exclusive possession and control of the Property since at least 2008; prior to Seller’s purchase of  the Property:  (a) No Service Contracts.  Seller is not a party to, and there are no contracts or  agreements relating to the ownership, leasing, operation, management or maintenance of the  Property, including equipment and other personal property leases currently in effect that are  binding on the Property or that will be binding on Purchaser from and after Closing (except for  any such contracts or agreements to which Purchaser is a party).  At Closing, there will be no  property management or similar agreements in effect with respect to the Property.  (b) Reassessments.  Seller has not received any written notice of any  contemplated or actual reassessment of the Property for real estate tax purposes.  (c) Special Assessments.  To Seller’s actual knowledge, no special assessments  have been levied against the Property that have not been timely paid nor, to the actual knowledge  of Seller, has Seller received any written notice of any proposed special assessments against the  Property presently pending.  (d) Eminent Domain.  To Seller’s actual knowledge, Seller has not received any  written notice of any proceedings presently pending nor, to the actual knowledge of Seller,  threatened, for the taking by exercise of the power of eminent domain, or sale in lieu thereof, or in  any other manner, for a public or quasi-public purpose, of all or any part of the Property or access  thereto.  (e) Litigation.  To Seller’s actual knowledge, Seller has not received any  written notice of any action, proceeding or investigation, at law, equity or otherwise, pending or,  to Seller’s actual knowledge, threatened against Seller or the Property before any court or  governmental department, commission, board, agency or instrumentality.  (f) Commitment.  Neither Seller nor the Property is subject to any commitment,  obligation or agreement, including, but not limited to, any right of first refusal or option to purchase  granted to a third party, that would or could prevent Seller from completing the sale of the Property  under this Agreement or that would bind Purchaser subsequent to consummation of the transaction  contemplated hereby.  (g) Taxes.  To Seller’s actual knowledge, Seller has not received written notice  from any federal, state or local taxing authority that has asserted any tax deficiency or lien against  the Property or Seller that is due and payable and has not been paid in full and released.  





 






11    (h) ERISA.  The Property does not constitute “assets of an employee benefit  plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974.  (i) Power and Authority.  Seller is a limited liability company duly organized  and validly existing and in good standing under the laws of the State of Delaware and is qualified  to transact business and is in good standing under the laws of the State of Illinois.  Seller has full  right, power and authority to enter into, deliver and perform this Agreement and all documents to  be executed by Seller pursuant to this Agreement and to consummate the transactions  contemplated hereby.  The execution and delivery of this Agreement and all documents to be  executed by Seller pursuant to this Agreement and the consummation of the transactions  contemplated hereby and thereby have been duly authorized by all necessary company action and  all required approvals and consents of Seller’s members and managers have been obtained.  This  Agreement and all documents required hereby to be executed by Seller are and shall be valid and  legally binding obligations of, and enforceable against, Seller in accordance with their respective  terms subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors  generally.  (j) Conflict.  Neither the execution of this Agreement and all documents to be  executed by Seller pursuant to this Agreement nor the consummation of the transactions  contemplated hereby or thereby will be in violation of any judgment, order, permit, writ, injunction  or decree of any court, commission, bureau or agency, or any law, rule, regulation, ordinance or  code to which Seller or the Property is bound, or constitute a breach or default under any agreement  or other obligation to which Seller is a party or to which Seller or the Property may be bound.  No  approval, consent, order or authorization of, or designation, registration or filing (other than for  recording purposes) with any governmental authority is required in connection with the due and  valid execution and delivery of this Agreement by Seller or Seller’s performance under this  Agreement.  (k) Title.  Seller owns fee simple title to the Property, free and clear of liens,  encumbrances, options and restrictions of every kind and description, except as may be shown on  the Title Commitment.    (l) Bankruptcy; Insolvency.  No bankruptcy, insolvency, rearrangement or  similar actions or proceedings, whether voluntary or involuntary, are pending or, to Seller’s actual  knowledge, threatened against Seller, nor has Seller any intention of filing or commencing any  such action or proceeding, neither Seller nor the Property has been subject to a bankruptcy action  or proceeding within the past eighteen months and Seller has not made a general assignment for  the benefit of creditors.  Seller is not insolvent.  (m) Property Information.  To Seller’s actual knowledge, the copies of the  documents representing Property Information delivered to Purchaser by Seller in accordance with  Section 3.1 are true, correct and complete (in all material respects) copies of those Property  Information documents within Seller’s possession or control.  (n) OFAC.  Seller is in compliance with the requirements of Executive Order  No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the “Order”) and other similar requirements  contained in the rules and regulations of the office of Foreign Assets Control, Department of the  





 






12    Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or regulations in  respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively  called the “Orders”).  (i) Neither Seller nor any beneficial owner of Seller:  (A) is listed on the Specially Designated Nationals and Blocked  Persons List maintained by OFAC pursuant to the Order and/or on any other list of  terrorists or terrorist organizations maintained pursuant to any of the rules and  regulations of OFAC or pursuant to any other applicable Orders (such lists are  collectively referred to as the “Lists”);  (B) is a person who has been determined by competent authority  to be subject to the prohibitions contained in the Orders;  (C) is owned or controlled by, nor acts for or on behalf of, any  person or entity on the Lists or any other person or entity who has been determined  by competent authority to be subject to the prohibitions contained in the Orders; or  (D) shall transfer or permit the transfer of any interest in Seller  or any beneficial owner in Seller to any person or entity who is, or any of whose  beneficial owners are, listed on the Lists.  (ii) Seller hereby covenants and agrees that if Seller obtains knowledge  that Seller or any of its beneficial owners becomes listed on the Lists or is indicted,  arraigned, or custodially detained on charges involving money laundering or predicate  crimes to money laundering, Seller shall immediately notify Purchaser in writing, and in  such event, Purchaser shall have the right to terminate this Agreement without penalty or  liability to Purchaser immediately upon delivery of written notice thereof to Seller.  In such  event the Earnest Money shall promptly be returned to Purchaser, and neither party shall  have any further liability or obligation to the other under this Agreement, except for the  indemnity provisions set forth in this Agreement and any other provision of this Agreement  that is intended to survive the termination of this Agreement.  (o) No Liens.  To Seller’s actual knowledge, Seller has not received written  notice of any easements, claims of easements, actual or contemplated mechanic’s liens or  materialmen’s liens, or special assessments relating to the Property not shown of public record.  (p) No Rezoning.  To Seller’s actual knowledge, no applications have been  made by Seller or anyone acting on behalf of Seller, and no permits, approvals, authorizations or  licenses have been issued, with respect to the subdivision or re-zoning of the Property.  Section 7.2 Purchaser’s Representations.  Purchaser represents and warrants to Seller as  follows (which representations and warranties shall be remade on the Closing Date and shall  survive the consummation of the transactions contemplated hereby for a period of nine (9) months  following the Closing Date):  





 






13    (a) Power and Authority.  Purchaser is a corporation duly incorporated and  validly existing and in good standing under the laws of the State of Delaware and is qualified to  transact business and is in good standing under the laws of the State of Illinois.  Purchaser has full  right, power and authority to enter into, deliver and perform this Agreement and all documents to  be executed by Purchaser pursuant to this Agreement and to consummate the transactions  contemplated hereby.  The execution and delivery of this Agreement and all documents to be  executed by Seller pursuant to this Agreement and the consummation of the transactions  contemplated hereby and thereby have been duly authorized by all necessary corporate action and  all required approvals and consents of Seller’s board of directors have been obtained.  This  Agreement and all documents required hereby to be executed by Purchaser are and shall be valid  and legally binding obligations of, and enforceable against, Purchaser in accordance with their  respective terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of  creditors generally.   (b) Conflict.  Neither the execution of this Agreement and all documents to be  executed by Purchaser pursuant to this Agreement nor the consummation of the transactions  contemplated hereby or thereby will be in violation of any judgment, order, permit, writ, injunction  or decree of any court, commission, bureau or agency, or any law, rule, regulation, ordinance or  code to which Purchaser is bound, or constitute a breach or default under any agreement or other  obligation to which Purchaser may be bound.  (c) Bankruptcy; Insolvency.  No bankruptcy, insolvency, rearrangement or  similar actions or proceedings, whether voluntary or involuntary, are pending or, to Purchaser’s  knowledge, threatened against Purchaser, nor has Purchaser any intention of filing or commencing  any such action or proceeding, Purchaser has not been subject to a bankruptcy action or proceeding  within the past eighteen months nor has Purchaser made a general assignment for the benefit of  creditors.  Purchaser is not insolvent.  (c) OFAC.  Purchaser is in compliance with the requirements of the Orders.  (i) Neither Purchaser nor any beneficial owner of Purchaser:  (A) is listed on Lists;  (B) is a person who has been determined by competent authority  to be subject to the prohibitions contained in the Orders;  (C) is owned or controlled by, nor acts for or on behalf of, any  person or entity on the Lists or any other person or entity who has been determined  by competent authority to be subject to the prohibitions contained in the Orders; or  (D) shall transfer or permit the transfer of any interest in  Purchaser or any beneficial owner in Purchaser to any person or entity who is, or  any of whose beneficial owners are, listed on the Lists.  (ii) Purchaser hereby covenants and agrees that if Purchaser obtains  knowledge that Purchaser or any of its beneficial owners becomes listed on the Lists or is  indicted, arraigned, or custodially detained on charges involving money laundering or  





 






14    predicate crimes to money laundering, Purchaser shall immediately notify Seller in writing,  and in such event, Seller shall have the right to terminate this Agreement without penalty  or liability to Seller immediately upon delivery of written notice thereof to Purchaser.  In  such event the Earnest Money shall promptly be returned to Purchaser, and neither party  shall have any further liability or obligation to the other under this Agreement, except for  the indemnity provisions set forth in this Agreement and any other provision of this  Agreement that is intended to survive the termination of this Agreement.  Section 7.4 Purchaser Acknowledgment.  Except as expressly set forth in Section 7.1(a)  or any document delivered pursuant to this Agreement, Purchaser acknowledges that no  warranties, guarantees or representations have been or are being made by Seller or any agent or  representative of Seller concerning the Property.  Purchaser accepts the Property, “AS IS, WITH  ALL FAULTS” without any representations or warranties by Seller, expressed or implied, except  as set forth in Section 7.1(a) and any document delivered pursuant to this Agreement.  As part of  Purchaser’s agreement to purchase the Property “AS-IS, WITH ALL FAULTS”, and not as a  limitation on such agreement, Purchaser hereby unconditionally and irrevocably waives and  releases any and all actual or potential rights Purchaser might have regarding any form of warranty,  express or implied, of any kind or type (including, without limitation, environmental matters and  condition of the Building), relating to the Property, except for Seller’s representations and  warranties set forth in in Section 7.1(a) and any document delivered pursuant to this Agreement.  ARTICLE 8  SELLER’S COVENANTS  Section 8.1 Seller’s Covenants.  Seller covenants and agrees with Purchaser that from  and after the Effective Date through Closing or earlier termination of this Agreement, Seller shall,  at its sole cost and expense:  (a) not transfer all or any part of the Property or create on the Property any  easements, liens, mortgages, encumbrances, or other interests that will be in force and effect after  the Closing;  (b) not enter into any leases, licenses, or service contracts relating to the  Property;    (c) fully and faithfully perform all of its covenants, agreements and obligations  and otherwise continue to meet all obligations with respect to the Property, including all licenses,  permits and approvals with respect to the Property; and  (d) deliver or cause to be delivered to Purchaser, promptly upon receipt thereof  by Seller, copies of all written notices received or given by Seller alleging any violation of any  applicable federal, state, county or municipal law, rule, regulation, code or requirement, any  default under any insurance policy or other agreement applicable to or binding Seller or the  Property, and report to Purchaser, from time to time, the status of any alleged violation or default.  ARTICLE 9  INDEMNIFICATION  





 






15    Seller hereby agrees to protect, defend, indemnify and hold Purchaser harmless from and  against any and all liabilities, obligations, losses, costs, damage or expense, including reasonable  attorneys’ fees and court costs, Purchaser may incur or suffer on account of or in connection with:  (a) any breach of any representation, warranty, or covenant of Seller contained in this Agreement  or contained in any document or instrument executed by Seller in connection herewith; and (b) the  default by Seller of any of its covenants, undertakings and agreements that are to be performed by  Seller hereunder, including any post-closing obligations; provided, however, that Seller shall not  indemnify, defend and/or hold harmless Purchaser, and shall have no liability, for any incidental,  consequential or punitive damages.  Purchaser hereby agrees to protect, defend, indemnify and hold Seller harmless from and  against any and all liabilities, obligations, losses, costs, damage or expense, including reasonable  attorneys’ fees and court costs, Seller may incur or suffer on account of or in connection with: (a)  any breach of any representation, warranty, or covenant of Purchaser contained in this Agreement  or contained in any document or instrument executed by Purchaser in connection herewith; and  (b) the default by Purchaser of any of its covenants, undertakings and agreements that are to be  performed by Purchaser hereunder, including any post-closing obligations; provided, however,  that Purchaser shall not indemnify, defend and/or hold harmless Seller, and shall have no liability,  for any incidental, consequential or punitive damages.   As noted in Section 5.2 hereof, nothing in this Agreement is intended to modify, limit or  waive any of the indemnifications or the releases made or given by Purchaser as tenant in favor  of Seller as landlord under the Lease.    ARTICLE 10  DEFAULTS  Section 10.1 Seller’s Default.  If the Closing fails to occur by reason of Seller’s failure  to perform its obligations under this Agreement for any reason except failure by Purchaser to  perform hereunder or the permitted termination hereof by Purchaser or Seller in accordance with  the express provisions hereof, or if Seller otherwise materially breaches any of its obligations,  representations or warranties hereunder (which are not cured within fifteen (15) days after written  demand by Purchaser), Purchaser may, as its sole and exclusive remedy, either (1) terminate its  obligations under this Agreement by further written notice thereof of such election to Seller at or  prior to Closing, or (2) elect to enforce its rights hereunder by an action for specific performance.   If Purchaser so elects to terminate this Agreement, Purchaser shall be entitled to receive back the  Earnest Money (together with all interest, if any, earned thereon) and reimburse Purchaser for any  and all reasonable, actual and documented out-of-pocket costs and expenses suffered or incurred  by Purchaser in connection with the transaction contemplated under this Agreement, including  without limitation, all reasonable attorneys’ fees and any costs of terminating the escrow and any  cancellation fee for the Title Commitment in an amount up to $50,000. The remedies set forth in  this Section 10.1 shall be the sole and exclusive remedies available to Purchaser for Seller’s failure  to close the transaction which is the subject of this Agreement in accordance with the provisions  of this Agreement.  Section 10.2 Purchaser’s Default.  If Purchaser shall default in any material obligation  hereunder (which default is not cured within fifteen (15) days after demand by Seller), Seller shall  





 






16    have the right, as its sole and exclusive remedy, to terminate its obligations under this Agreement  by written notice thereof to Purchaser and to retain the Earnest Money as liquidated damages  (provided, however, that nothing in this Section 10.2 shall be intended to limit Purchaser’s specific  indemnification obligations set forth in this Agreement or any agreement related to this  Agreement).    PURCHASER AND SELLER ACKNOWLEDGE THAT SUCH LIQUIDATED  DAMAGES ARE REASONABLE IN AMOUNT CONSIDERING ALL OF THE  CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT,  INCLUDING THE PARTIES’ ESTIMATION OF THE POSSIBLE RANGE  OF DAMAGES TO SELLER IN THE EVENT OF SUCH A BREACH, THE  DIFFICULTY AND IMPRACTICABILITY OF ASCERTAINING OR  PROVING WITH ANY DEGREE OF CERTAINTY THE AMOUNT OF SUCH  DAMAGES AND THE DESIRE OF PURCHASER TO LIMIT ITS  POTENTIAL LIABILITY TO SELLER IN THE EVENT OF SUCH A  BREACH.  ________________  SELLER  _______________  PURCHASER      ARTICLE 11  CLOSING ADJUSTMENTS AND CLOSING COSTS  Section 11.1 Prorations.  As hereinafter more particularly described, certain of the items  described in this Section shall be prorated between the parties on a per diem basis (on the basis of  actual calendar days and a 365-day year) so that, subject to the more particular provisions set forth  below, Seller’s pro rata share of credits and charges for all days preceding the Closing Date (such  date being referred to as the “Proration Date”) shall be allocated to Seller and credits and charges  for the Proration Date and all days thereafter shall be allocated to Purchaser.  In connection with  the prorations and allocations provided for herein, Purchaser and Seller shall jointly prepare a  proration schedule (to be included in or attached to the Closing Statement) in reasonable detail  showing each item prorated or adjusted.  Section 11.2 Lease Amounts.  At Closing, Seller shall give Purchaser a credit against the  Purchase Price for (i) any cash security deposit deposited by Purchaser under the Lease, if any  (and shall return any Letter of Credit delivered by Purchaser under the Lease, if any); (ii) all funds  held in the Tax Escrow under the Lease and all other deposits made by Purchaser under the Lease;  and (iii) any payments (for Rent or otherwise) made under the Lease applicable to the period from  and after Closing.  Section 11.3 Closing Costs.  Seller agrees to pay all costs and expenses required to be  paid in order for Seller to comply with its covenants, agreements, and obligations hereunder.  Seller  shall pay the premium for the Title Policy (including extended coverage), state and county transfer  taxes on the sale contemplated hereunder, and cost of recording any releases of any encumbrances  on the Property.  All escrow fees or fees for a New York style closing shall be shared equally by  Seller and Purchaser.  Purchaser shall pay the recording fee for the Deed, and the cost of any  





 






17    Additional Endorsements.  Each of Seller and Purchaser shall pay the costs of such party’s  attorneys and advisors.  Section 11.4 Other Items.  All other items that are customarily prorated in transactions  similar to the transaction contemplated hereby and that were not heretofore dealt with, will be  prorated as of 11:59 p.m. of the day immediately preceding the Proration Date.  Section 11.5 Real Estate Taxes.  All bills for real estate taxes and assessments on the  Property (collectively “Taxes”) that have been issued as of the Closing Date shall be paid by Seller  at or prior to the Closing, provided Purchaser is not in default of its obligation to pay Taxes under  the Lease.   Taxes shall be prorated on an accrual basis (based on ownership of the Property during  the year or years for which such Taxes are assessed) as opposed to on a cash basis (based on the  year or years in which Taxes are paid or payable).  At or prior to Closing, Seller shall pay all 2020  Taxes (payable in 2021), provided Purchaser is not in default of its obligation to pay Taxes under  the Lease.    Section 11.6 Assumption of Liabilities.  Except for matters for which prorations have  been provided for herein and as otherwise expressly set forth in this Agreement, Purchaser shall  not assume any contracts, agreements, orders, liabilities, or obligations of Seller, whether with  respect to the Property or otherwise.  Section 11.7 Defeasance Transaction Costs.  At Closing, Purchaser will pay to Seller, in  addition to the Purchase Price, the amount of Five Hundred Thousand Dollars ($500,000), to  reimburse Seller for a portion of the reasonable transaction expenses incurred by Seller in  connection with the Defeasance. At Closing, Seller will deliver to Purchaser evidence of the  amount and payment of such costs incurred by Seller.  Section 11.8 Reproration.  All prorations shall be reprorated by Seller and Purchaser as  soon as possible upon the receipt of final bills or information for such item of proration, with the  appropriate payment by each party to the other for such reproration.  ARTICLE 12  CASUALTY AND CONDEMNATION  Section 12.1 Casualty.  In the event that prior to the Closing Date, any portion of the  Property shall be damaged or destroyed by fire or other casualty, Purchaser shall have the right to  terminate its obligations under this Agreement within thirty (30) days of such fire or other casualty  upon written notice to Seller, and Closing shall be extended, if necessary, to accommodate such  thirty-day period.  If Purchaser elects not to terminate its obligations under this Agreement  pursuant to this Section 12.1, then Purchaser shall have the right to participate in the adjustment  and settlement of any insurance claim relating to said damage, and Seller shall assign and/or pay  to Purchaser at Closing all insurance proceeds collected or claimed (and all of Seller’s right to  collect and claim insurance proceeds) with respect to such loss or damage plus the amount of any  deductible or self-insured amount.  Section 12.2 Condemnation.  If prior to the Closing Date, written notice shall be received  by Seller of any action, suit or proceeding to condemn or take all or any material part of the  Property under the power of eminent domain, Seller shall promptly send written notice thereof to  





 






18    Purchaser and Purchaser shall have the right to terminate its obligations under this Agreement by  notice in writing to Seller given within thirty (30) days after receiving Seller’s notice, and Closing  shall be extended, if necessary, to accommodate such thirty day period.  If  Purchaser elects not to  terminate its obligations under this Agreement pursuant to this Section 12.2, Purchaser shall  receive an absolute assignment on the Closing Date of the entire proceeds of such condemnation  award, the Purchase Price shall be the full amount provided in Article 2 and Seller shall convey  the Property subject to the condemnation proceeding or, if such condemnation proceeding shall  have been completed, Purchaser shall receive a credit against the Purchase Price in the amount of  the condemnation award and Seller shall convey the Property to Purchaser less that part taken in  such proceeding, as the case may be.    ARTICLE 13  BROKER  Purchaser and Seller each represent and warrant to the other that neither has employed any  real estate agent, broker, finder or adviser in connection with this transaction other than Cushman  & Wakefield of Illinois, Inc. (collectively, “Broker”), whose commission and fees are two and  three quarter percent (2.75%). 1.25% of such commission shall be paid by Seller and Purchaser  shall be responsible for any additional commission owed to Broker.  Seller agrees to and does  hereby indemnify, defend and forever hold Purchaser harmless from all loss, damage, cost, or  expense (including attorneys’ fees) that Purchaser may suffer as a result of any claim or action  brought by any agent, broker, finder, or adviser acting or allegedly acting on behalf of Seller in  connection with this transaction other than Broker and for Seller’s failure to pay Broker all  commission and fees due to Broker.  Purchaser agrees to and does hereby indemnify, defend and  forever hold Seller harmless from all loss, damage, cost or expense (including attorneys’ fees) that  Seller may suffer as a result of any claim or action brought by any other agent, broker, finder, or  adviser acting or allegedly acting on behalf of Purchaser in connection with this transaction other  than Broker.   ARTICLE 14  MISCELLANEOUS  Section 14.1 Notices.  All notices to be given hereunder shall be in writing and either (i)  personally delivered, (ii) sent by United States certified mail, return receipt requested, (iii) sent by  reputable overnight courier (such as FEDEX or UPS), or (iv) sent by email to the parties with  confirming hard copies sent by methods (i), (ii) or (ii) delivered on the next business day  at the  following addresses (or to such other or further addresses as the parties may hereafter designate  by notice):  To Seller:  1300 WEST BARTLETT ROAD FEE, LLC  c/o Waterstone Retail Development, Inc.  117 Kendrick Street  Suite 325  Needham, Massachusetts 02494  Attn: Michael Sewall  Email: msewall@waterstonepg.com      





 






19    with a copy to:  Hinckley Allen  28 State Street  Boston, MA 02109  Attn: John H. Sokul, Esq.  Email: jsokul@hinckleyallen.com        To Purchaser:  Elgin Sweeper Company  c/o Federal Signal Corporation  1415 West 22nd Street  Suite 1100  Oak Brook, Illinois 60523  Attn: Paul Henry  Email: phenry@federalsignal.com    with a copy to:  Jeffrey S. Arnold  Brown, Udell, Pomerantz & Delrahim, Ltd.  225 West Illinois Street  Suite 300  Chicago, Illinois 60654  Email: jarnold@bupdlaw.com    All notices sent in the manner provided above shall be deemed effective upon receipt or  refusal to accept.  All notices that are required or permitted to be given by either party to the other  under this Agreement may be given by such party or its legal counsel, who are hereby authorized  to do so on the party’s behalf.  Section 14.2 Entire Agreement; Amendments.  This Agreement (including the Exhibits  and Schedules) embody the entire agreement between the parties in connection with this  transaction and there are no oral or parole agreements, representations, or inducements existing  between the parties relating to this transaction that are not expressly set forth herein and covered  hereby.  This Agreement may not be modified except by a written agreement signed by all of the  parties.  Section 14.3 Survival.  Each covenant, condition, warranty, indemnification and  representation set forth herein shall, except as expressly set forth in this Agreement to the contrary,  survive the Closing and delivery of the documents contemplated herein for a period of nine (9)  months after the Closing Date, including all indemnifications, covenants, and agreements that are  to be performed or applied to circumstances subsequent to the Closing Date.  Section 14.4 No Waiver; Consents.  No written waiver by any party at any time of any  breach of any provision of this Agreement shall be deemed a waiver of a breach of any other  provision herein or consent to any subsequent breach of the same or any other provision.  If any  action by any party shall require the consent or approval of another party, such consent or approval  of such action on any one occasion shall not be deemed a consent to or approval of such action on  any subsequent occasion or a consent to or approval of any other action on the same or any  subsequent occasion.  





 






20    Section 14.5 Captions.  The captions, section numbers and article numbers appearing in  this Agreement are inserted only as a matter of convenience and do not define, limit, construe or  describe the scope of intent of such sections or articles of this Agreement nor in any way affect  this Agreement.  Section 14.6 Time of Essence.  All parties hereby agree that time is of the essence in this  transaction.  Section 14.7 Counterparts.  This Agreement may be executed in multiple counterparts,  each of which shall be deemed an original and all of which, when taken together, shall constitute  one and the same instrument.  Section 14.8 Governing Law.  This Agreement shall be governed by and interpreted in  accordance with the laws of the State of Illinois.  Section 14.9 Assignment.  Purchaser may not assign this Agreement or designate a  nominee or designee to take title the Property prior to the Closing Date without the prior written  consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed  provided that shall not be relieved of its obligations under this Agreement by any such assignment.   Seller hereby agrees that all representations, warranties, covenants, and indemnifications shall  inure to the benefit of Purchaser and such assignee or designee and their respective successors and  assigns.  Section 14.10 Time.  Whenever under the terms and provisions of this Agreement, the  time for performance of a condition or the giving of a notice falls upon a Saturday, Sunday or  holiday, such time for performance or for the giving of notice shall be extended to the next  Business Day.  “Business Day” shall mean any day other than Saturday, Sunday, or a federal of  State of Illinois holiday. The final day of any such period shall be deemed to end at 6 p.m., Eastern  Standard time.  Section 14.11 Waiver of Jury Trial; Attorneys’ Fees.  Each party hereby waives trial by  jury in any proceeding brought by the other party in connection with any matter arising out of or  in any way connected with the transaction contemplated by this Agreement or the Property.  The  provisions of this section shall survive the Closing (and not be merged therein) or any earlier  termination of this Agreement.  Notwithstanding the foregoing, if there is any legal action or  proceeding between Seller and Purchaser arising from or based on this Agreement, the  unsuccessful party to such action or proceeding shall pay to the prevailing party all costs and  expenses, including reasonable attorneys’ fees, incurred by such prevailing party in such action or  proceeding and in any appeal in connection therewith, and if such prevailing party recovers a  judgment in any such action, proceeding or appeal, such costs, expenses and attorneys’ fees, shall  be included in and as part of such judgment.  Section 14.12 No Third-Party Beneficiaries.  Except as otherwise herein expressly  provided, this Agreement is solely for the benefit of Purchaser and Seller and no other parties shall  have any right to rely hereon or be deemed to be a third-party beneficiary hereunder.  Section 14.13 Cooperation.  Each of the parties to this Agreement shall at any time and  from time to time after the Closing, execute and deliver such further instruments, documents and  





 






21    certificates and do such further acts and things, as may be required by law or that may be  appropriate or reasonable in order to carry out the intent and purposes of this Agreement, or to vest  more fully in Purchaser title to the Property.  Section 14.14 No Partnership.  This Agreement does not, and is not intended to, create a  partnership or joint venture between Purchaser and Seller.  Section 14.15 Confidentiality. Seller and Purchaser and their respective representatives  shall hold in strictest confidence the existence and the terms and conditions of this Agreement,  provided that such restriction shall not be construed to prevent either party from disclosing such  information to: (a) its prospective lenders or investors, or its members, managers, officers,  directors, attorneys, accountants, architects, engineers and consultants to perform their designated  tasks in connection with the transaction contemplated by this Agreement, or its permitted  assignees, or (b) the Title Company.  Section 14.16 Exclusivity. From the Effective Date through the Closing, neither Seller nor  any of its affiliates, members, managers, officers, directors, partners, employees, representatives  or agents (including any broker) will (a) offer, solicit, negotiate or accept any offer the Property  for sale to any person; (b) market all or any of the Property for sale; (c) negotiate for the sale of all  or any of the Property with any person, or (d) make any information available to any third parties  in connection with any of the foregoing.  In the event that Seller violates the terms of this  exclusivity provision, then Purchaser shall have those remedies more specifically set forth in  Section 10.1.   Section 14.17 1031 Exchange.  Purchaser or Seller may assign this Agreement to a  qualified intermediary in order to facilitate a like-kind exchange transaction, which includes the  Property, pursuant to Section 1031 of the Internal Revenue Code. Purchaser and Seller agree to  reasonably cooperate with each other in effecting such transaction, provided that any such  exchange transaction, and the related documentation, shall: (i) not require the other party to expend  any additional funds or execute any contract, make any commitment, or incur any obligations,  contingent or otherwise, to third parties which would expand the other party’s obligations beyond  this Agreement, (ii) not delay the Closing or the transaction contemplated by this Agreement, and  (iii) not release the other party or otherwise affect the other party’s obligation to perform in  accordance with the terms hereof or any liability of the parties to one another under the terms of  this Agreement.  Further, Purchase and Seller shall indemnity the other party from and against all  liability arising out of such cooperation (including reasonable attorneys’ fees) which indemnity  shall survive the Closing hereunder or termination of this Agreement.    Section 14.18 Limited Liability. Purchaser agrees that it does not have and will not have  any claims or causes of action against any officer, director, employee, trustee, shareholder, partner,  principal, parent, subsidiary or other affiliate of Seller, or Seller’s Agents, or any officer, director,  employee, trustee, shareholder, partner or principal of any such parent, subsidiary or other affiliate  (collectively, “Sellers’ Affiliates”), arising out of or in connection with this Agreement or the  transactions contemplated hereby. Purchaser agrees to look solely to Seller and its assets (including  the net proceeds of this transaction) for the satisfaction of any liability or obligation arising under  this Agreement or the transactions contemplated hereby, or for the performance of any of the  covenants, warranties or other agreements contained herein, and further agrees not to sue or  





 






22    otherwise seek to enforce any personal obligation against any of Sellers’ Affiliates with respect to  any matters arising out of or in connection with this Agreement or the transactions contemplated  hereby. The provisions of this Section 14.18 shall survive the termination of this Agreement and  the Closing.    Section 14.19 Execution. Signatures to this Agreement transmitted by e-mail, PDF or  other electronic imaging shall be valid and effective to bind the party so signing. The execution  original of this Agreement or any e-mail signature or PDF thereof may be delivered on behalf of a  party by the attorney of such party.    Section 14.20  Expiration.  This Agreement will expire automatically and no longer be  susceptible of acceptance unless Seller executes this Agreement and delivers a fully executed  counterpart hereof to Purchaser by no later than 5 p.m., prevailing Chicago, Illinois time, on  September 24, 2021.    Section 14.21 No Recording. Seller and Purchaser each agree that neither this Agreement  nor any memorandum or notice hereof shall be recorded. The provisions of this Section shall  survive any termination of this Agreement or Closing.    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]  





 






23    IN WITNESS WHEREOF, the parties hereby have executed this Agreement the day and  year first above written.  SELLER:    1300 WEST BARTLETT ROAD FEE, LLC,  a Delaware limited liability company    By: 1300 West Bartlett Road Member, LLC,   a Delaware limited liability company,   its Sole Member and Manager     By: Copper Creek City Hall Venture, LLC,     a Delaware limited liability company,     its Sole Member and Manager       By: Copper Creek Capital Partners, LLC,      a Massachusetts limited liability company      its Manager                               By: :  /s/ Neal Shalom                     .                         Name:   Neal Shalom                     .                         Its: Manager    PURCHASER:    ELGIN SWEEPER COMPANY,  a Delaware corporation       By: :  /s/ Jennifer Sherman              .  Name:   Jennifer Sherman              .  Its:       President                             .       





 






24    TABLE OF EXHIBITS  Exhibit A Legal Description  Exhibit B Schedule of Personal Property  Exhibit C Form of SJO Agreement  Exhibit D Form of Deed  Exhibit E  Exhibit F    Form of Bill of Sale  Form of Assignment of Intangibles    TABLE OF SCHEDULES  Schedule 1 Property Information    





 






A-1    EXHIBIT A    LEGAL DESCRIPTION      LOT 1 IN ELGIN-VICTOR INDUSTRIAL PARK UNIT NO. 1, BEING A PART OF THE  NORTHEAST 1⁄4 OF SECTION 31 AND A PART OF THE NORTHWEST 1⁄4 OF SECTION 32,  ALL IN TOWNSHIP 41 NORTH, RANGE 9, EAST OF THE THIRD PRINCIPAL MERIDIAN,  ACCORDING TO THE PLAT THEREOF RECORDED DECEMBER 9, 1966 AS DOCUMENT  20019150, IN COOK COUNTY, ILLINOIS.    PIN: 06-32-101-004-0000    Common Address: 1300 West Bartlett Road, Elgin, Illinois 60120 





 






B-1    EXHIBIT B    SCHEDULE OF PERSONAL PROPERTY    None. 





 






C-1    EXHIBIT C    FORM OF SJO AGREEMENT  ESCROW TRUST NO: _______________                                DATE: ___________________    To: Chicago Title and Trust Company                          Escrow Trustee: _________________________    Customer Identification:     Seller:     1300 WEST BARTLETT ROAD FEE, LLC, a Delaware limited liability company    Purchaser: ELGIN SWEEPER COMPANY, a Delaware corporation    Property Address:    1300 W. Bartlett Road, Elgin, Illinois     Project Reference:   N/A    Proposed Disbursement Date:  ____________, 2021    Deposits:     1. The sum of $250,000.00   by  CHECK/WIRE   Representing:  EARNEST MONEY     PLEASE NOTE: Uncertified checks are held for ten business days after date of deposit. No funds can be  dispensed before 10 business days limit expires. To avoid delays, use Cashier’s or Certified checks or wire  transfer.    Funds:     (   ) WILL      ( X ) WILL NOT BE INVESTED  NOTE: If funds are to be invested, an investment package will be sent.  Please complete and return to Escrow Trustee  as soon as possible in order to begin accruing interest.      Delivery of Deposits:     The above-referenced escrow trust deposits ("deposits") are deposited with the escrow trustee to be delivered by it  only upon the receipt of a joint order of the undersigned or their respective legal representatives or assigns.     In no case shall the above-mentioned deposits be surrendered except upon the receipt of an order signed by the parties  hereto, their respective legal representatives or assigns, or in obedience to the court order described below.     Billing Instructions:     Escrow trust fee will be deducted as follows: $350 escrow fee. If the transaction closes in the Chicago Title Loop office,  the escrow fee will be waived. Any overnight delivery or wire fee will be $40.  The parties acknowledge that beginning after a period of one year from the date of this agreement, Chicago Title and  Trust Company will impose an administrative maintenance fee equivalent to the fee set forth on the Company's then  current rate schedule.     This fee may be deducted from the outstanding escrow balance or billed.    PLEASE NOTE: The escrow trust fee for these joint order escrow trust instructions is due and payable within 30 days  from the projected disbursement date (which may be amended by joint written direction of the parties hereto). In the  event no projected disbursement date is ascertainable, said escrow trust fee is to be billed at acceptance and is due  and payable within 30 days from the billing date. Chicago Title and Trust Company, at its sole discretion, may reduce  or waive the escrow trust fee for these joint order escrow instructions in the event the funds on deposit herein are  transferred to or disbursed in connection with sale escrow trust instructions or an agency closing transaction established  at Chicago Title.   





 






C-2      Standard Provisions:    Investment:     Deposits made pursuant to these instructions may be invested on behalf of any party or parties hereto; provided that  any direction to escrow trustee for such investment shall be expressed in writing and contain the consent of all parties  to this escrow, and also provided that escrow trustee is in receipt of the taxpayer's identification number and investment  forms as required. Escrow trustee will, upon request, furnish information concerning its procedures and fee schedules  for investment.     In the event the escrow trustee is requested to invest deposits hereunder, Chicago Title and Trust Company is not to  be held responsible for any loss of principal or interest which may be incurred as a result of making the investments or  redeeming said investment for the purposes of these escrow trust instructions.     Direction Not to Invest/Right to Commingle:     Except as to deposits of funds for which escrow trustee has received express written direction concerning investment  or other handling, the parties hereto direct the escrow trustee NOT to invest any funds deposited by the parties under  the terms of this escrow and waive any rights which they may have under Section 2-8 of the Corporate Fiduciary Act  (205 ILCS 620/2-8) to receive interest on funds deposited hereunder. In the absence of an authorized direction to invest  funds, the parties hereto agree that the escrow trustee shall be under no duty to invest or reinvest any such funds at  any time held by it hereunder; and, further, that escrow trustee may commingle such funds with other deposits or with  its own funds in the manner provided for the administration of funds under said Section 2-8 and may use any part or all  of such funds for its own benefit without obligation to any party for interest or earnings derived thereby, if any. Further,  even with appropriate instructions to invest Escrow Deposits, Escrow Trustee may commingle the Escrow Deposits  with other funds in a trust account in order to facilitate placing the Escrow Deposits into a segregated interest bearing  account and to disburse the Escrow Deposits once they have been removed from such segregated interest bearing  account as required by the terms of this Agreement.  Provided, however, nothing herein shall diminish escrow trustee's  obligation to apply the full amount of such funds in accordance with the terms of these escrow instructions.     Compliance With Court Order:     The undersigned authorize and direct the escrow trustee to disregard any and all notices, warnings or demands given  or made by the undersigned (other than jointly) or by any other person. The said undersigned also hereby authorize  and direct the escrow trustee to accept, comply with, and obey any and all writs, orders, judgments or decrees entered  or issued by any court with or without jurisdiction; and in case the said escrow trustee obeys or complies with any such  writ, order, judgment or decree of any court, it shall not be liable to any of the parties hereto or any other person, by  reason of such compliance, notwithstanding any such writ, order, judgment or decree be entered without jurisdiction or  be subsequently reversed, modified, annulled, set aside or vacated. In case the escrow trustee is made a party  defendant to any suit or proceedings regarding this escrow trust, the undersigned, for themselves, their heirs, personal  representatives, successors, and assigns, jointly and severally, agree to pay to said escrow trustee, upon written  demand, all costs, attorney's fees, and expenses incurred with respect thereto. The escrow trustee shall have a lien on  the deposit(s) herein for any and all such costs, fees and expenses. If said costs, fees and expenses are not paid, then  the escrow trustee shall have the right to reimburse itself out of the said deposit(s).     Disputes/Circumstance not contemplated:    If any dispute arises with respect to the disbursement of any funds on deposit or if circumstances arise that were not  contemplated or described in the original escrow agreement, and Escrow Agent is unsure as to its duties as a result,  Escrow Agent may continue to hold said funds until either in receipt of a joint order from the parties or a court order  directing payment. In such instance, Escrow Agent may elect to commence an action in interpleader and in conjunction  therewith remit the Escrow Deposit to a court of competent jurisdiction pending resolution of such dispute, and the  parties hereto hereby indemnify and hold harmless Escrow Agent for any action taken by it in good faith in the execution  of its duties hereunder. The parties further agree that the cost of any such action shall be deducted from the Escrow  Deposit prior to disbursement to the parties.      Disclaimer Re: Validity of Documentation:    In its capacity as Escrow Trustee, Escrow Trustee shall not be responsible for the genuineness or validity of any  security, instrument, document or item deposited with it and shall have no responsibility other than to faithfully follow  





 






C-3    the instructions contained herein, and shall not be responsible for the validity or enforceability of any security interest  of any party and it is fully protected in acting in accordance with any written instrument given to it hereunder by any of  the parties hereto and reasonably believed by Escrow Trustee to have been signed by the proper person.  Escrow  Trustee may assume that any person purporting to give any notice hereunder has been duly authorized to do so.    Execution:     These escrow trust instructions are governed by and are to be construed under the laws of the state of Illinois. The  escrow trust instructions, amendments or supplemental instructions hereto, may be executed in counterparts, each of  which shall be deemed an original and all such counterparts together shall constitute one and the same instrument.     SELLER:  1300 WEST BARTLETT ROAD FEE, LLC,  a Delaware limited liability company    By: 1300 West Bartlett Road Member, LLC,   a Delaware limited liability company,   its Sole Member and Manager     By: Copper Creek City Hall Venture, LLC,     a Delaware limited liability company,     its Sole Member and Manager       By: Copper Creek Capital Partners, LLC,      a Massachusetts limited liability company      its Manager            By: ________________________      Name: ______________________      Its: Manager    Address:   c/o Waterstone Properties Group, Inc.  117 Kendrick Street, Suite 325  Needham, MA 02494  Attention:  Michael Sewall  Email:  msewall@waterstonepg.com       PURCHASER:  ELGIN SWEEPER COMPANY,  a Delaware corporation    By:  Brown, Udell, Pomerantz & Delrahim, Ltd.,  its attorneys  





 






C-4      By:       Address:  225 West Illinois Street  Suite 300  Chicago, Illinois 60654  Attn:  Jeffrey S. Arnold  Ph: (312) 475-9900  Email: jarnold@bupdlaw.com    ACCEPTED:  CHICAGO TITLE INSURANCE COMPANY  By: ______________________________  Name: ___________________________  Its: _______________________________    Address:     Attn:  ____________________  Email:    Facsimile:          





 






D-1    EXHIBIT D  FORM OF SPECIAL WARRANTY DEED    Prepared by:    _________________  _________________  _________________  _________________    After Recording return to:  Jeffrey S. Arnold  Brown, Udell, Pomerantz &  Delrahim, Ltd.  225 West Illinois Street  Suite 300  Chicago, Illinois 60654       (For Recorder’s Use Only)    SPECIAL WARRANTY DEED    This SPECIAL WARRANTY DEED is made this ____ day of _________, 2021, by 1300  WEST BARTLETT ROAD FEE, LLC, a Delaware limited liability company (“Grantor”),  having an address of ___________________________, to ELGIN SWEEPER COMPANY, a  Delaware corporation having an address of 1300 West Bartlett Road, Elgin, Illinois 60120  (“Grantee”).    Grantor, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) paid to  Grantor and other good and valuable consideration, the receipt and sufficiency of which are hereby  acknowledged, has CONVEYED and does hereby CONVEY unto Grantee, all of Grantor’s  interest in the real property located in Cook County, Illinois, and being more particularly described  on Exhibit A attached hereto (the “Property”).    This conveyance is made and accepted subject to the permitted exceptions described on  Exhibit B attached hereto (collectively, the “Permitted Exceptions”).    TO HAVE AND TO HOLD the Property, subject to the Permitted Exceptions, unto  Grantee and Grantee’s successors and assigns in fee simple forever; and, subject to the Permitted  Exceptions, Grantor does hereby warrant the title to the Property and will defend the title to the  Property against the lawful claims of every person claiming by, through, or under Grantor, but not  otherwise.  





 






D-2      IN WITNESS WHEREOF, Grantor has caused this instrument to be executed and  delivered by its duly authorized officer, as of the day and year first above written.    1300 WEST BARTLETT ROAD FEE, LLC,  a Delaware limited liability company    By: 1300 West Bartlett Road Member, LLC,   a Delaware limited liability company,   its Sole Member and Manager     By: Copper Creek City Hall Venture, LLC,     a Delaware limited liability company,     its Sole Member and Manager       By: Copper Creek Capital Partners, LLC,      a Massachusetts limited liability company      its Manager        By: ________________________      Name: ______________________      Its: Manager    STATE OF _________ )   )  SS.  COUNTY OF _______ )    I, _____________________________ a notary public in and for said County, in the State  aforesaid, do hereby certify that ______________________________, personally known to me to  be the Manager of Copper Creek Capital Partners, LLC, a Massachusetts limited liability company  and the Manager of Capital Creek City Hall Venture, LLC, a Delaware limited liability company  and the Sole Member and Manager of 1300 West Bartlett Road Member, LLC, a Delaware limited  liability company and Sole Member and Manager of 1300 West Bartlett Road Fee, LLC, a  Delaware limited liability company, and personally known to me to be the same person whose  name is subscribed to the foregoing instrument, appeared before me this day in person and  acknowledged that as such manager of such limited liability company, s/he signed and delivered  such instrument as her/his free and voluntary act and as the free and voluntary act and deed of such  limited liability company and such limited liability companies, for the uses and purposes therein  set forth.    Given under my hand and official seal this ________ day of ________, 2021.    _________________________________  Notary Public    My Commission expires: _____________  





 






D-3    Exhibit A  LEGAL DESCRIPTION  LOT 1 IN ELGIN-VICTOR INDUSTRIAL PARK UNIT NO. 1, BEING A PART OF THE  NORTHEAST 1⁄4 OF SECTION 31 AND A PART OF THE NORTHWEST 1⁄4 OF SECTION 32,  ALL IN TOWNSHIP 41 NORTH, RANGE 9, EAST OF THE THIRD PRINCIPAL MERIDIAN,  ACCORDING TO THE PLAT THEREOF RECORDED DECEMBER 9, 1966 AS DOCUMENT  20019150, IN COOK COUNTY, ILLINOIS.    PIN: 06-32-101-004-0000    Common Address: 1300 West Bartlett Road, Elgin, Illinois 60120 





 






D-5    Exhibit B  PERMITTED EXCEPTIONS  





 






E-1    EXHIBIT E  FORM OF BILL OF SALE    BILL OF SALE    This BILL OF SALE (the “Bill of Sale”) is made and entered into this ____ day of  ______________, 2021 by 1300 WEST BARTLETT ROAD FEE, LLC, a Delaware limited  liability company (“Seller”), to ELGIN SWEEPER COMPANY, a Delaware corporation  (“Purchaser”).    R E C I T A L S:     A. Seller and Purchaser have entered into that certain Purchase and Sale Agreement  dated as of ____________ __, 2021 (the “Purchase Agreement”) relating to the sale of 1300 West  Bartlett Road, Elgin, Illinois 60120, together with the improvements thereon (the “Property”), and  being legally described in Exhibit A, attached hereto and made a part hereof.     B. In connection with the conveyance of the Property to Purchaser, Seller is delivering  this Bill of Sale assigning all of Seller’s right, title and interest in and to the items identified below  to Purchaser.      NOW, THEREFORE, in consideration of the receipt of Ten Dollars ($10.00) and  other good and valuable consideration in hand paid by Purchaser to Seller, the receipt and  sufficiency of which are hereby acknowledged and agreed by Seller, Seller hereby agrees as  follows:     1. Recitals; Defined Terms.  The foregoing recitals are acknowledged to be accurate  and are incorporated herein by reference.  Capitalized terms used in this Assignment and not  defined herein but defined in the Purchase Agreement shall have the meanings given to such terms  in the Purchase Agreement.     2. Assignment.  Seller does hereby assign, transfer, convey and set over to Purchaser  all of Seller’s right, title and interest in, to and under the following, to the extent the same are  assignable all tangible personal property owned by Seller, located in or on the Land or  Improvements and used in connection with the ownership, management, leasing, operation and  maintenance of the Land and Improvements, if any, including, but not limited to all heating,  ventilating, incinerating, lighting, plumbing, electrical, air-conditioning fixtures, hot water heaters,  furnaces, heating controls, motors, fire protection conduits and equipment and boiler pressure  systems and equipment owned by Seller, and specifically including, without limitation, the  personal property identified on Exhibit B (collectively, the “Personal Property”).      4. Successors.  This Assignment shall be binding upon and inure to the benefit of  Seller and Purchaser and their respective successors and assigns.      (signature page follows)    





 






E-2      IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of the day and  year first above written.    SELLER:    1300 WEST BARTLETT ROAD FEE, LLC,  a Delaware limited liability company    By: 1300 West Bartlett Road Member, LLC,   a Delaware limited liability company,   its Sole Member and Manager     By: Copper Creek City Hall Venture, LLC,     a Delaware limited liability company,     its Sole Member and Manager       By: Copper Creek Capital Partners, LLC,      a Massachusetts limited liability company      its Manager          By: ________________________      Name: ______________________      Its: Manager       





 






E-3    EXHIBITS    EXHIBIT A: LEGAL DESCRIPTION OF THE PROPERTY  EXHIBIT B: PERSONAL PROPERTY  





 






F-1    EXHIBIT F    FORM OF ASSIGNMENT OF INTANGIBLES  ASSIGNMENT AND ASSUMPTION OF CONTRACTS, LICENSES, WARRANTIES,   PERMITS AND INTANGIBLE PROPERTY    This ASSIGNMENT AND ASSUMPTION OF CONTRACTS, LICENSES,  WARRANTIES, PERMITS AND INTANGIBLE PROPERTY (the “Assignment”) is made and  entered into this ____ day of ______________, 2021 by 1300 WEST BARTLETT ROAD FEE,  LLC, a Delaware limited liability company (“Assignor”), to ELGIN SWEEPER COMPANY, a  Delaware corporation (“Assignee”).    R E C I T A L S:    A. Assignor and Assignee have entered into that certain Purchase and Sale Agreement  dated as of ____________ __, 2021 (the “Purchase Agreement”) relating to the sale of 1300 West  Bartlett Road, Elgin, Illinois 60120, together with the improvements thereon (the “Property”), and  being legally described in Exhibit A, attached hereto and made a part hereof.    B. In connection with the conveyance of the Property to Assignee, Assignor and  Assignee desire to execute and deliver this Assignment of Contracts, Licenses, Warranties, Permits  and Intangible Property assigning all of Assignor’s right, title and interest in and to the items  identified below to Assignee.    NOW, THEREFORE, in consideration of the receipt of Ten Dollars ($10.00) and  other good and valuable consideration in hand paid by Assignee to Assignor, the receipt and  sufficiency of which are hereby acknowledged and agreed by Assignor, the parties hereby agree  as follows:    1. Recitals; Defined Terms.  The foregoing recitals are acknowledged to be accurate  and are incorporated herein by reference.  Capitalized terms used in this Assignment and not  defined herein but defined in the Purchase Agreement shall have the meanings given to such terms  in the Purchase Agreement.    2. Assignment by Assignor.  Assignor hereby transfers and assigns to Assignee all  right, title and interest of Assignor in and to all of the licenses, warranties, permits, Intangible  Property and other items listed on Exhibit B attached hereto and made part hereof (collectively,  the “Assigned Property”).    3. Indemnity by Assignor.  Assignor does hereby agree to indemnify, hold harmless  and defend Assignee harmless from and against all claims, damages, losses, liabilities, costs and  expenses (including but not limited to reasonable attorneys’ fees and expenses) relating to the  Assigned Property, to the extent arising or accruing prior to the date hereof.      





 






F-2    4. Assumption by Assignee.  Assignee hereby accepts the foregoing assignment and  assumes and agrees to perform all obligations of the owner under the Assigned Property arising  from and after the date hereof.    5. Indemnity by Assignee.  Assignee does hereby agree to indemnify, hold harmless  and defend Assignor from and against all claims, damages, losses, liabilities, costs and expenses  (including but not limited to reasonable attorneys’ fees and expenses) arising out of any failure of  Assignee to perform or observe, and Assignee’s performance and observance of, the obligations,  duties, covenants, terms and conditions assumed by Assignee hereunder, to the extent arising from  and after the date hereof.      6. Counterparts.  This document may be executed in any number of counterparts, each  of which may be executed by any one or more of the parties hereto, but all of which shall constitute  one instrument, and shall be binding and effective when all parties hereto have executed at least  one counterpart.    7. Successors.  This Assignment shall be binding upon and inure to the benefit of the  parties hereto and their respective successors and assigns.      (signature page follows)     





 






F-3      IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to  be executed as of the day and year first above written.    ASSIGNOR:    1300 WEST BARTLETT ROAD FEE, LLC,  a Delaware limited liability company    By: 1300 West Bartlett Road Member, LLC,   a Delaware limited liability company,   its Sole Member and Manager     By: Copper Creek City Hall Venture, LLC,     a Delaware limited liability company,     its Sole Member and Manager       By: Copper Creek Capital Partners, LLC,      a Massachusetts limited liability company      its Manager            By: ________________________      Name: ______________________      Its: Manager      ASSIGNEE:    ELGIN SWEEPER COMPANY,  a Delaware corporation       By: ________________________  Name: ______________________  Its: _________________________     





 






F-4    EXHIBITS    EXHIBIT A: LEGAL DESCRIPTION OF THE PROPERTY  EXHIBIT B: LIST OF ASSIGNED PROPERTY  





 






Schedule 1    SCHEDULE 1     PROPERTY INFORMATION    Copies of the following, with respect to the Property, in the possession or control of Seller:    1. All certificates of occupancy and all licenses, permits, and other governmental  agreements.    2. All topographical and other surveys, engineering drawings, and as-built plans and  specifications for the improvements, if any.  3. All tests, studies, and reports including, but not limited to, soil, environmental,  engineering, structural, and geotechnical reports and wetlands assessments, in Seller’s possession  or control; and notices and other communications between Seller and any governmental entity,  including remediation plans.  4. All notices of violations of any law, ordinance, or regulation including, but not  limited to, building code and zoning codes.  5. Any agreements that will be binding on Purchaser after Closing.  6. All easements, if any, not of record.  7. Seller’s existing owner’s title insurance policy and survey.  8. Summary of all pending and threatened litigation and claims, if any.  9. All other communications between Seller and any federal, state, county or  municipal authority relating to the Property.