Exhibit 10.1


 


PURCHASE AND SALE AGREEMENT


 


THIS
PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of
this 18th day of May, 2006, by and between MIDDLETON INVESTORS,  LLC, a Massachusetts limited liability
company, having an address of c/o BPG Properties, Ltd., 770 Township Line Road,
Suite 150, Yardley, Pennsylvania 19067 (“Seller”), and HARVARD PROPERTY TRUST,
LLC, a Delaware limited liability company, having an address of 15601 Dallas
Parkway, Suite 600, Addison, Texas 75001-6026 (“Purchaser”).


 


W I T N E S S E T H:


 


In
consideration of the covenants and agreements hereinafter contained, the
parties hereto agree as follows:


 


1.             The Sale.


 


Upon and subject to the
terms and conditions of this Agreement, Seller agrees to sell and convey to
Purchaser, and Purchaser agrees to purchase from Seller (i) those certain
parcels of land in the Town of Middleton, Essex County (South), Commonwealth of
Massachusetts, which parcels are more particularly described in Exhibit A
attached hereto, together with all right, title and interest of Seller in and
to any land lying in the bed of any streets, alleys, or rights-of-way (open)
adjacent or abutting or adjoining such premises, together with all rights,
privileges, rights of way and easements appurtenant to such premises
(collectively the “Land”), (ii) all buildings, garages, improvements,
structures and fixtures on the Land, including without limitation the existing
office building commonly known as “The Ferncroft Corporate Center, 35 Village
Road,” (collectively the “Building,” and together with the Land, the “Real
Property”); (iii) Seller’s right, title and interest in and to the leases,
occupancy agreements, or licenses affecting the Real Property or any part
thereof together with any amendments of any of the foregoing or any related
agreements creating ongoing obligations of the parties thereto which are listed
on Exhibit B (the “Schedule of Leases”) and any New Leases entered into
pursuant to Section 19.8 (collectively the “Leases”); (iv) all furniture,
furnishings, fixtures, equipment and other tangible personal property owned by
Seller, located on the Real Property and used solely in connection therewith
(the “Tangible Personal Property”); (v) all right, title and interest of Seller under any and all
maintenance, service, leasing, brokerage, advertising and other like contracts
and agreements with respect to the ownership and operation of the Real Property
(collectively the “Service Contracts”); and (vi) all right, title and interest
of Seller in and to all studies, surveys, plans, drawings, specifications,
reports, contracts, warranties, approvals, licenses, permits, certificates,
design approvals, and variances relating to the Land or the Building, to the
extent in Seller’s possession and transferable without cost to Seller, all to
the extent applicable to the period from and after the Closing (as hereinafter
defined), except as expressly set forth to the contrary in this Agreement
(collectively “Development Materials”) (the Land, the Building, Tangible
Personal Property, the Service Contracts, the Leases, the Development Materials
and such other rights and interests described above being collectively referred
to herein as the “Property”). Purchaser acknowledges that Seller does not own (a) the



 

















 


UPS and Liebert units,
telecommunications equipment and other fixtures located in the premises leased
to Verizon Directories Services – East Inc. successor to Verizon Information Services Inc. (“Verizon”)
and (b) the telecommunications equipment owned by Verizon New England
Inc. located in the common telephone equipment room on the 4th floor
of the Building and, to the extent owned by Verizon New England Inc., all
cables, wires and other equipment and apparatus used to distribute
telecommunications services to such common telephone equipment room from
outside of the Building and within the Building.


 


2.             Purchase Price; Deposit.


 


The purchase price to be paid by Purchaser to Seller
for the Property is Twenty Seven Million and 00/100 Dollars ($27,000,000.00) (the
“Purchase Price”). Two Million and 00/100 Dollars ($2,000,000.00) (the “Initial
Deposit”) shall then be paid by Purchaser to Partners Title Company, 712 Main
Street, Suite 2000E, Houston, Texas 77002-3215 (Attention: Reno Hartfiel)
(referred to herein as the “Escrow Agent” or the “Title Company”) as escrow
holder within three (3) business days following the execution and delivery of
this Agreement by both Seller and Purchaser (the “Effective Date”). Unless this
Agreement is terminated in accordance with the provisions of Section 3 or
Section 19 hereof, an additional Two Million and 00/100 Dollars ($2,000,000.00)
(the “Additional Deposit” and together with the Initial Deposit, the “Deposit”)
shall be paid to Escrow Agent as an additional deposit within one (1) business
day following the expiration of the Inspection Period set forth in Section 19
herein. The balance of the Purchase Price shall be paid to Seller at closing of
title (the “Closing”) and shall be paid by immediately available federal funds.
The Deposit shall be held by Escrow Agent in an interest bearing account in
accordance with the terms of an Escrow Agreement substantially in the form
annexed hereto as Exhibit C. If the purchase and sale hereunder is consummated
in accordance with the terms and conditions hereof, the Deposit shall be
applied to the Purchase Price at the Closing. In all other events, the Deposit
shall be disposed of by the Escrow Agent as provided elsewhere in this
Agreement.


 


3.             Condition of Title.


 


Within five (5) calendar days
after the Effective Date, Seller will deliver to Purchaser an ALTA Preliminary
Commitment for Title Insurance (hereafter called the “Title Commitment”) issued
by the Title Company and a copy of the existing survey of the Real Property. Buyer,
at its sole cost and expense, shall be responsible for ordering an update of
the survey (the “Survey”). Purchaser shall be responsible for all of the costs
and expenses associated with the Survey and Title Commitment. The Title
Commitment shall specify all easements, liens, encumbrances, restrictions,
conditions or covenants with respect to the Real Property, and include copies
of all documents referred to as exceptions to title. If any exceptions appear
in the Title Commitment, or any encroachments or other matters appear on the
Survey, to which Purchaser objects, Purchaser shall, during the Inspection
Period, notify Seller in writing of its objections to title and survey (an “Objection
Notice”). Purchaser shall not be required to object to, and Seller shall be obligated
to discharge and/or terminate at Closing or make arrangements reasonably
satisfactory to Purchaser to have such discharged or terminated following
Closing in accordance with customary practice, any mortgages or related
security documents or similar encumbrances given to secure indebtedness for
money borrowed by Seller (collectively, 


 


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“Voluntary Encumbrances”)
and such Voluntary Encumbrances shall not be included as Permitted Exceptions. Except
for Voluntary Encumbrances, Seller may, but shall not be obligated to,
undertake to eliminate or cure any title or survey objections of Purchaser
contained in the Objection Notice (collectively “Defects of Title”) to the
reasonable satisfaction of Purchaser. At Purchaser’s sole option and
discretion, a removal or cure may be effected by issuance of title insurance
eliminating or insuring against the specified Defects of Title. If Seller fails
to cure or eliminate any Defects of Title, within ten (10) days after receipt
of the Objection Notice, or gives notice within such ten (10) day period that
Seller declines to cure or eliminate such Defects of Title, Purchaser shall
have the option exercisable within five (5) days after the end of such ten (10)
day period or after receipt of such notice from Seller, as applicable, to
either (i) terminate this Agreement or (ii) waive its objection to such Defects
of Title (and if Purchaser thereafter so desires may cure them at Purchaser’s
cost and expense, without any adjustment to the Purchase Price). In the event
Seller does not receive Purchaser’s written notice to terminate the Agreement
or Purchaser’s waiver of such Defects of Title within such five (5) day period,
then Purchaser shall be deemed to have elected to terminate this Agreement. If
Purchaser exercises its right to terminate the Agreement, Escrow Agent shall
promptly repay the Deposit plus any accrued interest to Purchaser, and the
parties shall thereafter have no further rights or obligations pursuant to this
Agreement, except those that expressly survive termination hereunder. All
matters relating to the state of title and matters shown on the Survey with
respect to the Real Property existing as of the date of the Title Commitment or
the Survey, as the case may be, which Purchaser did not include in the
Objection Notice or which are subsequently waived or deemed waived by
Purchaser, together with (a) zoning, building and other governmental and
quasi-governmental laws, codes and regulations, (b) liens for such taxes and
special assessments as will not be, as of the Closing Date, due and payable,
(c) rights of tenants under the Leases, and those claiming by, through and
under said tenants and (d) acts of Purchaser, and those claiming by, through
and under Purchaser and are collectively referred to herein as the “Permitted
Exceptions.”


 


4.             The Closing; Conditions Precedent
to Closing.


 


4.1           Conditions Precedent to Purchaser’s
Obligations. Purchaser shall not be obligated to consummate the transaction
described in this Agreement unless:


 


(a)           All representations and warranties made by Seller hereunder shall be true
in all material respects as of the Closing Date subject to the provisions of
Section 7.3 herein;


 


(b)           Each item
or instrument to be delivered to Purchaser by Seller described in Section 4.7
below, has been delivered to the Escrow Agent on or prior to the Closing Date;


 


(c)           The Tenant Estoppel Certificates as required by Section 4.7 have been
delivered to Purchaser.


 


(d)           No suit,
action or other proceeding shall be pending which seeks to restrain, enjoin or
otherwise prohibit the consummation of the transaction contemplated by this
Agreement, or which involves the Property in any material way; and


 


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(e)           The environmental
and physical condition of the Property shall not change adversely and
materially after the end of the Inspection Period and there shall be no
encumbrance or title defect affecting the Property first appearing after the
Effective Date of the Title Commitment or Survey.


 


4.2           Failure of Purchaser’s Conditions Precedent. In
the event any of the aforesaid conditions precedent shall not have been
satisfied or shall not exist on the Closing Date, then, unless Purchaser shall
have waived in writing the satisfaction or existence of such condition
precedent, in its election and in its sole and subjective discretion, Purchaser
shall not be obligated to close the transaction contemplated hereby, and
Purchaser shall be entitled to receive a return of the Deposit with any
interest accrued thereon. If the failure of any condition precedent constitutes
a default by Seller under this Agreement, Purchaser shall have the remedies
provided by Section 14.1 herein; otherwise, upon receipt of the Deposit by
Purchaser, Purchaser and Seller shall both be relieved of any further liability
or obligation hereunder.


 


4.3           Conditions Precedent to Seller’s Obligations.
Seller shall not be obligated to consummate the transaction described in this
Agreement unless:


 


(a)           All representations and warranties made by Purchaser hereunder shall be
true in all material respects as of the Closing Date;


 


(b)           Each
item or instrument to be delivered to Seller by Purchaser described in


 


Section 4.8 below, has been delivered to the Escrow Agent on or prior
to the Closing Date and


 


(c)           No suit,
action or other proceeding shall be pending which seeks to restrain, enjoin or
otherwise prohibit the consummation of the transaction contemplated by this
Agreement, or which involves the Property in any material way.


 


4.4           Failure of Seller’s Conditions Precedent. In
the event any of the aforesaid conditions precedent shall not have been
satisfied or shall not exist on the Closing Date, then, unless Seller shall
have waived in writing the satisfaction or existence of such condition
precedent, in its election and in its sole and subjective discretion, Seller
shall not be obligated to close the transaction contemplated hereby and
Purchaser shall be entitled to receive a return of the Deposit with any
interest accrued thereon. If the failure of any condition precedent constitutes
a default by Purchaser under this Agreement, Seller shall have the remedies
provided by Section 14.2 below; otherwise upon receipt of the Deposit by
Purchaser, Purchaser and Seller shall both be relieved of any further liability
or obligation hereunder.


 


4.5           Closing. The Closing shall take place through
the Escrow Agent, commencing at 10:00 a.m. on June 22, 2006 (the “Closing Date”).
Notwithstanding the foregoing, in the event the conditions of this Section 4
are not satisfied by the Closing Date, either Seller or Purchaser shall have
the unilateral right, upon prior written notice to the other, to extend the
Closing Date for a time period not to exceed fourteen (14) days from the
original Closing Date. Even if the conditions of this Section 4 have been
satisfied, Purchaser shall have the right to extend the Closing Date for an
additional period of fifteen (15) days by depositing the additional sum of Two
Million and 00/100 Dollars ($2,000,000.00) with the Escrow Agent as an addition
to the 


 


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Deposit
(the “Closing Extension Deposit” or together with the Initial Deposit and
Additional Deposit the “Deposit”). If the purchase and sale hereunder is consummated
in accordance with the terms and conditions hereof, the Closing Extension
Deposit shall be credited and applied to the Purchase Price at Closing. In all
other events, the Closing Extension Deposit and Deposit shall be disposed of by
the Escrow Agent as provided elsewhere in this Agreement. All documents to be
delivered at the Closing and all payments to be made as specified in Sections
4.7 and 4.8 shall be delivered to the Escrow Agent on the Closing Date, in
escrow, pending delivery of possession of the Property in conformance with this
Agreement, upon which delivery, all instruments and funds shall then be
delivered out of escrow. Purchaser and/or Purchaser’s agents shall be entitled
to inspect the Real Property prior to the delivery of the deed in order to
determine whether the condition thereof complies with the terms of this
Agreement. Notwithstanding anything to the contrary herein, the deed shall not
be recorded until the Escrow Agent confirms receipt of the entire Purchase
Price, as adjusted as herein provided.


 


4.6           Possession. At Closing Seller shall deliver
full possession of the Real Property free of all tenants and occupants other
than the tenants and occupants (collectively the “Tenants”) under the Leases,
such Real Property to be then in the same condition as on the date of this
Agreement, subject to ordinary wear and tear.


 


4.7           Seller’s Deliveries. The following deliveries
shall be made by Seller at Closing:


 


(a)                                  Seller shall execute, acknowledge, and
deliver to Purchaser (or to a nominee designated by Purchaser no less than
seven (7) calendar days prior to the Closing Date) a Massachusetts statutory
form of Quitclaim Deed, substantially in the form attached hereto as Exhibit
D, conveying to Purchaser title in fee simple to the Real Property, subject
only to the Permitted Exceptions.


 


(b)                                 Seller shall deliver to Purchaser two
executed and acknowledged counterparts of an Assignment and Assumption of
Leases, substantially in the form annexed hereto as Exhibit E (the “Lease
Assignment”), assigning to Purchaser Seller’s interest as landlord under the
Leases. In addition, Seller shall deliver to Purchaser (i) the original signed
Leases and all amendments thereto (or copies thereof if originals are not
available), and (ii) any Tenant security deposits, including any interest
earned thereon, required under the Leases.


 


(c)                                  Seller shall deliver to Purchaser two
executed counterparts of a General Instrument of Transfer, substantially in the
form annexed hereto as Exhibit F (the “General Instrument of Transfer “),
assigning the matters described therein, including without limitation the
Service Contracts and the Development Materials.


 


(d)                                 Seller shall make available to Purchaser at
the Property originals (or copies thereof if originals are not available) of
all documents and materials assigned pursuant to the General Instrument of
Transfer which it may have in its possession, or in the possession of any agent
or affiliate.


 


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(e)                                  Seller shall deliver to Purchaser an
affidavit sworn to by Seller, substantially in the form annexed hereto as

Exhibit G, stating under penalties of perjury that Seller is not a
foreign person as defined in Internal Revenue Code Section 1445 and stating
Seller’s United States taxpayer identification number.


 


(f)                                    Seller shall deliver to Purchaser such
evidence (which may take the form of a Secretary’s Certificate) as may be
reasonably required by Purchaser or the Title Company evidencing the status and
capacity of Seller and the authority of persons executing the various documents
on behalf of Seller in connection with this Agreement. Seller shall also
deliver to Purchaser a current certificate of good standing for the Purchaser
issued by the appropriate governmental authority for the Commonwealth of
Massachusetts.


 


(g)                                 Seller shall deliver such affidavits and
other customary items as the Title Company may reasonably require with respect
to mechanic’s liens, gap coverage and parties in possession.


 


(h)                                 Seller shall deliver evidence of payment in
full of the commission due to the Named Broker as defined in Section 6 below or
shall provide for payment of such commission at Closing by way of a debit to
Seller on the Closing Statement and instruction to Escrow Agent to pay such
amount.


 


(i)                                     Seller shall deliver to Purchaser estoppel
certificates (the “Tenant Estoppels”) from Verizon and the SAS Institute, Inc.
(the “Required Estoppels”). The estoppel certificates submitted by Seller to
the tenants for execution shall be substantially in the form of Exhibit H
attached hereto (the “Form Tenant Estoppel Certificate”). The Tenant Estoppels
executed by tenants shall be in substantially the form of the Form Tenant
Estoppel Certificate, except that a Tenant Estoppel executed by a tenant shall
be deemed an acceptable Tenant Estoppel for purposes hereof either: (i) if it
contains the qualification by the tenant of any statement as being to the best
of its knowledge or as being subject to any similar qualification; or (ii) if
it only contains the information the tenant is required to give pursuant to its
lease. Notwithstanding the foregoing, a Tenant Estoppel executed by a tenant
shall not be deemed acceptable, unless specifically approved by the Purchaser,
if such Estoppel Certificate asserts an on-going default by the landlord under
the Lease. Purchaser expressly agrees and acknowledges that (i) Seller can not
and will not provide any specific financial information for the Tenants and
(ii) Seller can not make any representations or warranties regarding any
specific financial information for the Tenants set forth in the Tenant
Estoppels. If any Tenant Estoppel contains statements confirming any of Seller’s
representations or warranties, then Seller shall be deemed not to have made
such representations or warranties as to such Lease. If any Tenant Estoppel
contains statements or allegations that a default or potential default exists
on the part of Seller under the lease in question or contain information
inconsistent with any representations of Seller contained in this Agreement and
Purchaser elects to close the purchase and sale transaction contemplated herein
notwithstanding the existence of such 


 


6

















 


statements,
allegations or information, then such Tenant Estoppel shall be deemed
acceptable for purposes of this Section, notwithstanding the existence of such
allegations, statements or information and Seller shall have no liability
whatsoever to Purchaser hereunder with respect to the existence of such allegations,
statements or information.


 


If Seller does not provide to Purchaser the Required
Estoppels on or before the Closing Date, then Purchaser may elect, by written
notice to Seller given on the Closing Date, either:  (i) not to purchase the Property, in which
event the Deposit shall be returned to Purchaser, at which time this Agreement
shall terminate and become null and void and neither party shall have any
further rights or obligations under this Agreement, except for those which
expressly survive termination of this Agreement; or (ii) elect to purchase the
Property notwithstanding Seller’s failure to provide the Required Estoppels, in
which event Purchaser shall be deemed to have waived the condition contained in
this Section 4.7(i). If Purchaser proceeds to Closing, Purchaser shall be
deemed to have elected item (ii) above.


 


(j)                                     To the extent that any security deposit is
composed of a letter of credit: (i) Seller shall make commercially reasonable
efforts to have the same assigned and transferred, at Seller’s expense (or the
applicable tenant’s expense), to Purchaser as of the Closing and (ii) if not
transferable as of Closing, Seller shall cooperate with Purchaser in all
reasonable respects following the Closing so as to transfer the same to Purchaser
or to obtain a replacement letter of credit with respect thereto, in favor of
Purchaser. Until any such letter of credit shall be transferred or replaced,
Seller shall draw upon the same and deliver the proceeds to Purchaser promptly
(in no event more than five (5) business days) following Purchaser’s written
request (Purchaser shall not make such written request unless Purchaser
believes, in good faith, that such request is in accordance with and when
permitted under the applicable lease); provided that Purchaser shall defend,
indemnify and hold harmless Seller from and against any and all loss, cost,
damage, liability or out-of-pocket expense incurred by Seller as a result of
any such actions taken by Seller at Purchaser’s request. Seller shall defend,
indemnify and hold harmless Purchaser from and against any and all loss, cost,
damage, liability or out-of-pocket expense incurred by Purchaser only if Seller
fails to take an affirmative action to draw upon a letter of credit that
Purchaser has requested the same to be drawn upon provided.


 


(k)                                  Seller shall deliver to Purchaser one
original notice to each Tenant advising each Tenant of the sale of the Property
and the assignment of its Lease to Purchaser, substantially in the form annexed
hereto as Exhibit J.


 


(l)                                     Seller shall deliver to Purchaser one
original notice to each service provider under the Service Contracts, advising
each such service provider of the sale of the Property and the assignment of
its Service Contract to Purchaser, substantially in 


 


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the
form annexed hereto as Exhibit K.


 


(m)                               Seller shall deliver a certified rent roll for the current month for
the tenants listed on the Schedule of Leases annexed hereto as Exhibit B.


 


(n)                                 Seller shall deliver to Purchaser two
executed counterparts of the Closing Statement (as hereinafter defined in
Section 5) (or the Closing Statement may be signed in facsimile counterparts on
the Closing Date).


 


4.8           Purchaser’s Deliveries. The following
deliveries shall be made by Purchaser at Closing:


 


(a)                                  Purchaser shall deposit with the Escrow Agent
the Purchase Price provided for in Section 2 above, net of the Deposit and
interest accrued thereon, as adjusted for apportionments provided for in
Section 5 below, and Purchaser shall instruct the Escrow Agent shall pay over
at Closing the Deposit and such interest to Seller.


 


(b)                                 Purchaser shall deliver to Seller two
executed and acknowledged counterparts of the Assignment and Assumption of
Leases.


 


(c)                                  Purchaser shall deliver to Seller two
executed counterparts of the General Instrument of Transfer.


 


(d)                                 Purchaser shall deliver to Seller two
executed counterparts of the Closing Statement (or the Closing Statement may be
signed in facsimile counterparts on the Closing Date).


 


(e)                                  Purchaser shall deliver to Seller such
evidence (which may take the form of a Secretary’s Certificate) as may be
reasonably required by Seller or the Title Company evidencing the status and
capacity of Purchaser and the authority of persons executing the various
documents on behalf of Purchaser, or Purchaser’s designee or nominee, in
connection with this Agreement.


 


5.             Apportionments.


 


The
following are to be apportioned as of the Closing Date in accordance with local
custom, with said date being a day of income and expense to Purchaser, and the
same shall be reflected on a closing statement (the “Closing Statement”)
executed by Seller and Purchaser at the Closing:


 


5.1           Taxes and sewer rents, if any, on the basis
of the fiscal year for which assessed. If the Closing Date shall occur before
the real property tax rate for such fiscal year is fixed, the apportionment of
taxes shall be made on the basis of the taxes assessed for the preceding fiscal
year. After the real property taxes are finally fixed for the fiscal year in
which the Closing Date occurs, Seller and Purchaser shall make a recalculation
of the apportionment of such taxes, and Seller or Purchaser, as the case may
be, shall make an appropriate payment to the other based on 


 


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such
recalculation. To the extent Seller has undertaken to obtain any real estate
tax abatement relative to Seller’s period ownership (“Abatement”), Seller shall
be entitled to continue to prosecute such Abatement following the Closing and
the amount of the net proceeds of such Abatement after deducting the cost of
the prosecution of same shall be prorated through the Closing Date, if, as and
when such proceeds are paid by the applicable governmental taxing authority. As
part of the Review Materials (as hereinafter defined), Seller shall provide to
Purchaser copies of the relevant filings and documents relative to the
Abatement. All expenses, taxes, fees, and charges of every type relating to the
Property and accruing for any period prior to the Closing shall be paid
promptly by Seller except to the extent that Purchaser received credit
therefore at the Closing.


 


5.2           All assessments imposed by any governmental
agency (herein “Assessments”) for improvements to the Real Property for work
substantially completed on or before the date of Closing shall be paid in full
by Seller at Closing. Any other Assessments for improvements to the Real
Property shall be paid by Purchaser. If at the time for the delivery of the
deed, the Real Property or any part thereof shall be or shall have been
affected by an Assessment or Assessments for work which Seller is obligated to
pay which are or may become payable in annual installments of which the first
installment is then due or has been paid, then for the purposes of this
Agreement all of the unpaid installments of any such Assessment, including
those which are to become due and payable after the delivery of the deed, shall
be deemed to be due and payable and to be liens upon the Land affected thereby
and shall be paid and discharged by the Seller upon the delivery of the deed. If
upon the delivery of the deed Assessments which are Purchaser’s obligation
exist, Purchaser assumes all such assessments and will reimburse Seller for any
installments for which Purchaser is obligated to pay but were in fact paid for
by Seller. As part of the Review Materials, Seller shall provide to Purchaser
copies of all relevant documents, notices and correspondence relative to any
Assessment of which Seller has actual knowledge and possession.


 


5.3           Final readings on all gas, water and electric
meters shall be made as of the Closing, if possible. If final readings are not
possible, gas, water and electricity charges will be prorated based on the most
recent period for which costs are available. Any deposits made by Seller with
utility companies shall be returned to Seller. Purchaser shall be responsible
for making all arrangements for the continuation of utility services.


 


5.4           Prepaid rent and collected rent under the
Leases shall be prorated as of the Closing Date. Rents collected from any
Tenant by Seller after the Closing Date shall be deemed to apply first to the
rentals for the month of Closing, second to current rental due at the time of
payment, and then to any other rentals that are delinquent on the Closing Date.
Unpaid and delinquent rents, to which Seller is entitled, shall be turned over
to Seller if collected by Purchaser within thirty (30) days of receipt. Purchaser
agrees to use commercially reasonable efforts to attempt to collect such rents;
provided Purchaser shall not be obligated to evict any tenant or enforce any
remedies of the Lease or file any legal action in connection therewith. Seller
shall not initiate any suit against any tenant with regard to delinquent rent
so long as such tenant remains a tenant of the Property. Tenants under the
Leases are currently paying Seller certain amounts (referred to herein as “Tenant
Reimbursements”) based on Seller’s estimates for real estate taxes and
assessments, common area maintenance, operating expenses and similar 


 


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expenses
(collectively, “Tenant Reimbursable Expenses”). Tenant Reimbursements shall be
provisionally adjusted as of the Closing Date. In the event that any Tenant
Reimbursements or the calculation thereof is subject to adjustment pursuant to
the terms and provisions of any Lease (e.g., year-end adjustments to escalation
charges and the like), then after the amount of such Tenant Reimbursements is
finally determined by Purchaser (which determination shall be made on or before
January 31, 2007), the parties shall make the proper adjustments so that the
proration will be accurate based upon the actual amount of such Tenant
Reimbursements collected and the actual Tenant Reimbursable Expenses incurred
for the period in question, and payment shall be made promptly to Purchaser or
Seller, whichever may be entitled to such payment, by the other party for the
purpose of making such adjustment. After closing, Purchaser shall promptly bill
the tenants for Tenant Reimbursable Expenses payable under the Leases and
continue to bill such tenants for such amounts each month. In the event Seller
shall be obligated to make, and makes a payment to Purchaser upon Purchaser’s
reconciliation of Tenant Reimbursements collected and the actual Tenant
Reimbursement Expenses incurred as aforesaid, upon receipt Purchaser shall be
obligated to promptly remit the applicable portion of the particular tenants
entitled thereto, and Purchaser shall indemnify, defend and hold harmless
Seller, its beneficiaries, their partners and their respective directors,
officers, employees and agents, and each of them from and against any losses,
claims, damages and liabilities, including, without limitation, reasonable
attorneys’ fees and expenses incurred in connection therewith, arising out of
or resulting from Purchaser’s failure to remit such amounts to tenants in
accordance with the provisions thereof.


 


5.5.          Payments made by Seller under all Service
Contracts shall be apportioned by Seller and Purchaser as of the Closing Date.


 


5.6           Seller
shall have the right to discharge, from out of the Closing proceeds, any lien
capable of being discharged by the payment of an ascertainable sum, including
without limitation any Voluntary Encumbrances which Seller is obligated to
discharge, in which event the total sum of money required to discharge said
lien or liens, as evidenced either by a written payoff statement or by other
evidence satisfactory to the Title Company, shall be reflected on the Closing
Statement.


 


5.7           The provisions of this Section 5 shall
survive the Closing.


 


6.             Brokerage Commissions.


 


Purchaser
and Seller each represent and warrant to the other that they have not dealt
with any broker in connection with the purchase of the Property except Trammell
Crow Company (the “Named Broker”). Purchaser and Seller shall indemnify,
defend and hold each other harmless from any claim, liability, obligation, cost
or expense (including attorneys’ fees and expenses) for fees or commissions
relating to Purchaser’s purchase of the Property asserted against either party
by any broker or other person (other than the Named Broker) claiming by,
through or under the indemnifying party or whose claim is based on the
indemnifying party’s acts. Seller agrees that in connection with the sale of
the Property to Purchaser, it is solely responsible for the payment of the
Named Broker’s commission, whose compensation Seller shall pay under a separate
arrangement.


 


10

















 


The
representations made by Seller and Purchaser in this Section 6 shall survive
the Closing.


 


7.             Warranties and Representations.


 


7.1           Seller represents and warrants that (which
representations and warranties shall be deemed to have been made again at
Closing):


 


(a)                                  Seller has no actual knowledge of, and has
not received any notice of, any threatened or pending condemnation proceedings
affecting the Real Property;


 


(b)                                 The reports listed on Exhibit L, full,
correct and complete copies of all of which have been or will be delivered to
Purchaser at or before the execution of this Agreement, are, to Seller’s
knowledge, all of the reports in Seller’s or Seller’s agents possession which
relate to the investigation of the Real Property for the presence of hazardous
materials. To the Seller’s actual knowledge, there are no hazardous wastes,
petroleum products, pollutants, asbestos, asbestos containing materials, or
other hazardous substances located in, upon or beneath the Real Property except
(i) as referenced in such reports and (ii) those such substances or materials
which are used in Seller’s business conducted on the Property (or the business
of any of the Tenants) and handled in conformity with applicable law and regulations;


 


(c)                                  All written materials which Seller has
delivered or shall deliver to Purchaser pursuant this Agreement, including,
without limitation the Review Materials, are and shall be complete in all
material respects;


 


(d)                                 Seller has not entered into any options,
purchase contracts or other written agreements, whereby any person could
validly claim a right, title or interest in the Property or any portion thereof
by or through Seller;


 


(e)                                  Seller has received no written notice or
citation from any federal, state, county or municipal authority alleging any
fire, health, safety, building pollution, environmental, zoning or other
violation of any law, regulation, permit, order or directive in respect of the
Real Property or any part thereof, which has not been corrected;


 


(f)                                    With respect to the Leases, except as set
forth on Exhibit B, or as otherwise provided in Section 19.8 hereof with
respect to certain New Leases:  (i) no
rent has been paid more than thirty (30) days in advance, (ii) to Seller’s
knowledge, neither the Tenants nor Seller is in default in the performance of
any material covenant, agreement or condition contained in the Leases, and
(iii) Seller has not received written notice from any Tenant regarding pending
or threatened offsets against rent or for any other monetary or material claim
against Seller which has not been fully resolved and no rent concessions have
been created which are not 


 


11

















 


disclosed
in the Leases. The representations and warranties made in this Section 7.1(h)
shall not apply to the New Leases on the date of execution and delivery of this
Agreement.


 


(g)                                 Seller is a Massachusetts limited liability
company duly organized, validly existing, and in good standing in the Commonwealth
of Massachusetts, and Seller has all requisite power and authority to own and
operate its properties and to carry on its business as now conducted and to
enter into and perform this Agreement and to carry out the transactions
contemplated hereby;


 


(h)                                 No bankruptcy or insolvency proceeding under
the Bankruptcy Code or any state bankruptcy or insolvency law filed by or
against Seller is pending and no such filing is contemplated by Seller, or, to
Seller’s knowledge, threatened;


 


(i)                                     There is no outstanding, or, to the Seller’s
knowledge, threatened litigation, claims or proceedings before any court,
commission, agency or other administrative authority which could prohibit or
materially adversely affect Seller’s title to the Real Property or Seller’s ability
to consummate the transaction contemplated by this Agreement;


 


(j)                                     No consent, approval, order or authorization
of, or registration, qualification, designation, declaration or filing with,
any governmental authority on the part of Seller is required in connection with
the execution and delivery of this Agreement or its sale of the Property;


 


(k)                                  Seller has duly authorized the execution,
delivery, and performance of this Agreement, and such execution, delivery and
performance by Seller of this Agreement will not result in a breach of, violate
any term or provision of, or constitute a default under, Seller’s
organizational documents or any other agreement by which Seller is bound;


 


(l)                                     There are no lease brokerage agreements,
leasing commission agreements or other agreements providing for payments of any
amounts for leasing activities or procuring tenants with respect to the
Property other than as set forth in the Leases;


 


(m)                               To Sellers knowledge, except as disclosed in the Review Materials,
there are no Assessments or Abatements affecting the Property or any portion
thereof; and


 


(n)                                 To
the extent of Seller’s actual knowledge, Seller is not in violation of the
requirements of Executive Order No. 133224,
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 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”).
Further, to the extent of Seller’s actual knowledge, Seller represents that it
is not an entity that is 


 


12

















 


subject to maintaining policies, procedures and
practices regarding compliance with the Orders.


 


(o)                                 To the extent of
Seller’s actual knowledge, neither Seller nor any general partner or any
managing member of Seller:


 


(i)            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”);


 


(iii)          is
a person or entity who has been determined by competent authority to be subject
to the prohibitions contained in the Orders; or


 


(iii)          is
owned or controlled by, or 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.


 


Seller hereby covenants and agrees that if Seller obtains actual
knowledge prior to Closing that Seller or any of its managing members or
general partners 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, whereupon the Deposit shall be returned to Purchaser.


 


As
used herein, the term “knowledge” with respect to Seller shall mean the actual,
conscious, not constructive or imputed, knowledge of Jennifer Bowlby, Asset
Manager and Albert J. Corr, Vice President, New England Region and shall
not be construed to refer to the knowledge of any other employee, officer,
director or representative of Seller or of any affiliate of Seller.


 


7.2           Purchaser represents
and warrants that (which representations and warranties shall be deemed to have
been made again at Closing):


 


(a)                                  Purchaser is a limited liability company duly
organized and existing under the laws of the State of Delaware, and Purchaser
has all requisite power and authority to enter into and perform this Agreement
and to carry out the transactions contemplated hereby;


 


(b)                                 No consent, approval, order or authorization
of, or registration, qualification, designation, declaration or filing with,
any governmental authority on the part of Purchaser is required in connection
with the execution and delivery of this Agreement or its purchase of the
Property;


 


13

















 


(c)                                  Purchaser has duly authorized the execution,
delivery, and performance of this Agreement, and such execution, delivery and
performance by Purchaser of this Agreement will not result in a breach of,
violate any term or provision of, or constitute a default under, Purchaser’s
organizational documents or any other agreement by which Purchaser is bound;


 


(d)                                 No bankruptcy or insolvency proceeding under
the Bankruptcy Code or any state bankruptcy or insolvency law filed by or
against Purchaser is pending and no such filing is contemplated by Purchaser,
or, to Purchaser’s knowledge, threatened; and


 


(e)                                  There is no outstanding, or, to the Purchaser’s
knowledge, threatened litigation, claims or proceedings before any court,
commission, agency or other administrative authority which could affect
Purchaser’s ability to consummate the transaction contemplated by this
Agreement.


 


(f)                                    To
the extent of Purchaser’s actual knowledge, Purchaser is not in violation of
the requirements of the Orders and other similar requirements contained in the
rules and regulations of OFAC. Further, to the extent of Purchaser’s actual
knowledge, Purchaser represents that it is not an entity that is subject to
maintaining policies, procedures and practices regarding compliance with the
Orders.


 


(g)                                 To the extent of
Purchaser’s actual knowledge, neither Purchaser nor any general partner or any
managing member of Purchaser:


 


(i)            is listed on the
Lists;


 


(ii)                                  is a person or entity
who has been determined by competent authority to be subject to the
prohibitions contained in the Orders; or


 


(iii)                               is owned or controlled
by, or 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.


 


Purchaser
hereby covenants and agrees that if Purchaser obtains actual knowledge prior to
Closing that Purchaser or any of its managing members or general partners
becomes listed on the Lists or is indicted, arraigned, or custodially detained
on charges involving money laundering or 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 Purchaser immediately upon delivery of written notice thereof to Purchaser.


 


(h)                                 Purchaser represents
and warrants to Seller that (i) Purchaser is not an “employee benefit plan” (as
defined in section 3(3) of ERISA) or a “plan” (as defined in Section 4975(e)(1)
of the Code), and (ii) none of the 


 


14

















 


Purchaser’s assets
constitute “plan assets” for purposes of ERISA or the Code (as defined in 29
C.F.R. 2510.3-101 or other U.S. Department of Labor authorities).


 


As
used herein, the term “knowledge” with respect to Purchaser shall mean
the actual, conscious, not constructive or imputed, knowledge of Joe Jernigan
and shall not be construed to refer to the knowledge of any partner, officer,
director, agent, member, manager, employee or representative of Purchaser, or
of any affiliate of Purchaser.


 


7.3           The representations and warranties made by
Seller in Section 7.1 and by Purchaser in Section 7.2 are true and correct in
all material respects as of the date of this Agreement, and shall be true and
correct in all material respects and deemed repeated as of the Closing. The
representations and warranties of Purchaser as set forth in Section 7.2 shall
survive the Closing and shall not be merged therein. The representations or
warranties of Seller as set forth in Section 7.1, shall survive consummation of
the transactions contemplated by this Agreement and shall continue in full
force and effect for a period of nine (9) months after the Closing (the “Survival
Period”), and shall be binding upon and inure to the benefit of Purchaser, its
successors in interest and assigns provided, however, Seller shall not have any
liability or other obligation with respect to any such representations or
warranties unless prior to the expiration of the Survival Period the party
seeking to assert liability under any such representation or warranty of Seller
shall have notified Seller in writing setting forth specifically the
representation or warranty allegedly breached by Seller, a description of the
alleged breach in reasonable detail and a proposed remedy. All liability or
other obligation of Seller under any such representations or warranties shall
lapse and be of no further force or effect with respect to any matters not
contained in a written notice delivered as contemplated within the Survival
Period, or, if such notice is given within the Survival Period, unless suit on
the claim described in such notice is commenced against Seller within thirty
(30) days following the expiration of the Survival Period.


 


7.4           If either Seller or Purchaser shall proceed
to Closing with actual knowledge of any matter which is in conflict with any of
the representations, warranties or indemnities made in this Agreement by the
other party, they shall be deemed to have waived such representations,
warranties or indemnities to the extent inconsistent with such actual
knowledge.


 


7.5           Notwithstanding anything to the contrary contained
herein, Purchaser shall not assert any claim or claims against Seller for
breach of any representation or warranty made by Seller in Section 7.1 hereof,
and Seller shall not assert any claim or claims against Purchaser for breach of
any representation or warranty made by Purchaser in Section 7.2 hereof, as the
case may be, unless and until the aggregate of such party’s claim or claims
thereunder exceeds Thirty Five Thousand and 00/100 Dollars ($35,000.00);
however if such threshold is exceeded, subject to the limitations of Section
7.6, Purchaser may pursue all such claims starting at the first Dollar.


 


7.6           Notwithstanding anything contained in this
Agreement, the aggregate total liability of Seller for breach of any
representation or warranty made by Seller in Section 7.1 hereof (as the same
are restated at Closing) shall not exceed Seven Hundred Fifty Thousand and 00/100
Dollars ($750,000.00).


 


15

















 


8.             Merger of All Prior
Understandings; Property to be Accepted “AS IS”.


 


It is understood and agreed that all understandings
and agreements heretofore had between Seller and Purchaser with respect to the
subject matter of this Agreement and the transaction contemplated herein, are
merged in this Agreement, which alone fully and completely expresses their
agreement, and neither is party relying upon any statement or representation,
not specifically embodied in this Agreement, made by the other. Except as
otherwise expressly provided in this Agreement, Seller shall have no repair,
removal or remediation obligations whatsoever, and Purchaser agrees to accept
the Property on the basis of Purchaser’s own investigation of the Property,
that the Property will be acquired by the Purchaser “AS IS”, “WHERE IS” and “WITH
ALL FAULTS” on the date of this Agreement, and without any express or implied
warranties by Seller and without recourse to Seller, as to its physical
condition, title, usability, suitability or otherwise; that Purchaser assumes
the risk that adverse physical conditions may not be or may not have been
revealed by its own investigations or by Seller (Seller having no obligation so
to do); that Seller has made no express or implied representations or
warranties of any kind in connection with any matter relating to the value and
profitability of the Property or its fitness for any particular purpose; and
that Seller has made no express or implied representations or warranties of any
kind except as otherwise expressly set forth in this Agreement. Except as
otherwise expressly provided in this Agreement, Purchaser agrees to accept the
Property in its then existing “AS IS” condition and basis with all faults at
the Closing and waives all objections or claims against Seller (including, but
not limited to, any right or claim of indemnity or contribution) arising from
or related to the Property or the use thereof or its physical, environmental,
economic or legal condition (including, without limitation, the actual or
suspected existence of any Hazardous Materials in, on under or about the
Property or the soil or ground water thereof). The provisions of this Section 8
shall survive the Closing.


 


9.             No Oral Change; Assignment


 


9.1           This Agreement may not be changed or
terminated orally.


 


9.2           Purchaser shall not have the right to assign
this Agreement without the written consent of Seller; provided, however, that,
Purchaser may assign this Agreement, without such consent, to any entity which
is a parent, subsidiary or affiliate of Purchaser, or a single purpose entity
formed by Purchaser and one or more investors for the purpose of acquiring the
Property, subject to the provisions of this Section 9.2. It shall be a
condition precedent to the effectiveness of any such assignment that (i) any
such assignee execute and deliver an Assignment and Assumption Agreement in a
form reasonably satisfactory to Seller, pursuant to which assignee shall
acknowledge that it is an assignee of Purchaser with respect to the Property,
and shall agree to assume and discharge all of the obligations of Purchaser at
Closing and thereafter arising under this Agreement with respect to the
Property, and (ii) that the designation of such assignee and the execution and
delivery of the documents required to be executed and delivered to it by Seller
at Closing in accordance with Purchaser’s instructions shall not relieve or
discharge Purchaser of any of its obligations arising under this Agreement. Any
attempt to assign this Agreement in violation of the provisions of this Section
9.2 shall be deemed to be null and void and of no force or effect.


 


16

















 


10.          Closing Expenses.


 


10.1         Seller’s Costs. Seller shall pay, in addition
to its apportionments, (i) the cost of its legal counsel; (ii) one-half (1⁄2) of
any escrow fees charged by the Escrow Agent or Title Company, (iii) the cost of
recording any title clearing documents for any Voluntary Encumbrances; (v) all
applicable documentary stamps payable in connection with the recording of the
deed; and (vi) other costs and expenses which are customarily borne by a seller
of commercial property in Middleton, Massachusetts.


 


10.2         Purchaser’s Costs. Purchaser shall pay, in
addition to its apportionments, (i) the cost of its legal counsel, accountants,
engineers, architects, and advisors; (ii) the premium for the Title Commitment
and the title insurance and endorsements issued pursuant thereto; (iii) the
cost to obtain or update the Survey; (iv) the cost of recording the deed as
well as any other of Seller’s Deliveries which are to be recorded; (v) the
costs of municipal lien certificates and utility readings, (vi) one-half (1⁄2) of
any escrow fees charged by the Escrow Agent or Title Company; and (vii) any
other costs and expenses which are customarily borne by a purchaser of commercial
property in Middleton, Massachusetts.


 


11.          Notices.


 


All
notices, demands, consents, requests, or other communications provided for or
permitted to be given hereunder by a party hereto must be in writing and shall
be deemed to have been properly given or served (i) upon the personal delivery
thereof, via courier delivery service or otherwise, (ii) upon the delivery by
facsimile electronic transmission (provided that such facsimile is sent on a
business day prior to 5:00 p.m. of the recipient’s local time, and a
confirmation copy is sent via another manner set forth in this Section 11),
(iii) the next business day following deposit with a nationally recognized
overnight air-freight or courier service such as Federal Express, or (iv) three
(3) business days following deposit thereof in the United States mail,
certified mail (return receipt requested), provided such notices shall be
addressed or delivered to the parties at their respective addresses or
facsimile telephone numbers set forth below in this Section 11. Copies of all
notices delivered hereunder shall also be delivered in the same manner to
counsel for the parties hereto.


 


	
   

  	
  If
  to Purchaser:

  	
  Harvard
  Property Trust, LLC

  
	
   

  	
   

  	
  15601
  Dallas Parkway, Suite 600

  
	
   

  	
   

  	
  Addison,
  Texas 75001-6026

  
	
   

  	
   

  	
  Attn:  Joe Jernigan

  
	
   

  	
   

  	
  Telephone
  No.: (214) 655-1600

  
	
   

  	
   

  	
  Facsimile
  No.: (214) 655-1610

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with
  a copy to

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Haynes
  and Boone, LLP

  
	
   

  	
   

  	
  2505
  N. Plano Road, Suite 4000

  
	
   

  	
   

  	
  Richardson,
  Texas 75082-4101

  



 


17

















 


	
   

  	
   

  	
  Attn:   Richard K. Martin

  
	
   

  	
   

  	
  Telephone
  No.: (972) 739-8634

  
	
   

  	
   

  	
  Facsimile
  No.: (972) 692-9114

  
	
   

  	
   

  	
   

  
	
   

  	
  If
  to Seller:

  	
  Middleton
  Investors, LLC

  
	
   

  	
   

  	
  c/o
  BPG Properties, Ltd.

  
	
   

  	
   

  	
  770
  Township Line Road, Suite 150

  
	
   

  	
   

  	
  Yardley,
  Pennsylvania 19067

  
	
   

  	
   

  	
  Attn:   Mr. Albert J. Corr

  
	
   

  	
   

  	
  Telephone
  No.: (215) 575-2458

  
	
   

  	
   

  	
  Facsimile
  No.: (215) 575-2437

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with
  a copy to

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BPG
  Properties, Ltd.

  
	
   

  	
   

  	
  3200
  Centre Square West

  
	
   

  	
   

  	
  1500
  Market Street

  
	
   

  	
   

  	
  Philadelphia,
  Pennsylvania 19102

  
	
   

  	
   

  	
  Attn:  Mr. Mark T. Ledger

  
	
   

  	
   

  	
  Telephone
  No.: (215) 557-6900 ext. 18

  
	
   

  	
   

  	
  Facsimile
  No.: (215) 557-3746

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Hinckley,
  Allen & Snyder LLP

  
	
   

  	
   

  	
  28
  State Street

  
	
   

  	
   

  	
  Boston,
  Massachusetts 02109

  
	
   

  	
   

  	
  Attn:  David Barry Connolly, Esq.

  
	
   

  	
   

  	
  Telephone
  No.: (617) 345-9000

  
	
   

  	
   

  	
  Facsimile
  No.: (617) 345-9020

  



 


Any
such addresses for the giving of notices may be changed by either party by
giving written notice as provided above to the other party. Notice given by
counsel to a party shall be effective as notice from such party.


 


12.          Governing Law.


 


This
Agreement and the documents to be executed and delivered by the parties in
connection with the transactions set forth herein shall be construed,
interpreted, and enforced in accordance with the laws of the Commonwealth of
Massachusetts, without reference to principles of conflicts of laws.


 


13.          Recording.


 


Purchaser
and Seller agree not to record this Agreement or any memorandum hereof in 


 


18

















 


any
public records. A violation of this Section 13 shall constitute a default
hereunder. In the event that either party hereto records this Agreement or any
evidence or memorandum of it, the other party shall have the right on behalf of
the recording party to execute and record a termination of the same, and each
party hereby grants to the other an irrevocable power of attorney for the
limited purpose thereof.


 


14.          Default.


 


14.1         By Seller; Purchaser’s Remedies. In the event
of a default by Seller hereunder, Purchaser shall give Seller written notice of
such default (not more than ten (10) days after Purchaser acquires knowledge of
such default; provided no notice shall be required for failure to proceed to
Closing on the Closing Date) and if Seller has not cured such event of default
within ten (10) days following Seller’s receipt of such default notice (or such
additional time as reasonably necessary in the event such default cannot be
cured within such ten (10) day period and Seller has promptly commenced to cure
the same and diligently prosecutes the same to completion), then Purchaser as
its sole and exclusive remedy shall be entitled to either: (i) seek specific
performance of this Agreement, but not damages, in a court of competent
jurisdiction (provided an action is commenced no later than 60 days after
Purchaser became aware of such default), or (ii) terminate this Agreement and
receive back the Deposit plus any accrued interest and the parties shall
thereafter have no further rights or obligations pursuant to this Agreement
except those obligations that expressly survive such termination. The parties
agree that Purchaser’s actual damages would be difficult or impossible to
determine if Seller defaults and the ownership of the Property has a unique
value to Purchaser which is not adequately capable of being compensated through
the payment of damages. Therefore, it is specifically acknowledged and agreed
that Purchaser shall be entitled to the remedy of specific performance in
connection with any such default, in the event Purchaser elects to pursue such
remedy as herein provided. Notwithstanding any of the
foregoing, in the event of a willful default by Seller, said willful default
being solely defined as (i) Seller refusing to convey the Property to Purchaser
by the Closing Date in accordance with this Agreement, as such date may be extended
by either party, or (ii) any willful default by Seller of Sections 19.7 and
19.8 of the Agreement, Purchaser shall be entitled to the following remedies in
addition to the available remedy of specific performance: (a) receive the
return of its Deposit plus any accrued interest and (b) upon the presentment of
the appropriate documentation to Seller, receive its actual out of pocket third
(3rd) party expenses including
attorney’s fees, engineering fees, consultant’s fees, environmental fees, loan
application fees, rate lock fees, lender fees, appraisal fees, and other costs
incurred in connection with the potential acquisition and financing of the
Property, the inspection and review of the Property and the negotiation of this
Agreement, up to a maximum amount not to exceed One Hundred
Fifty Thousand ($150,000.00) Dollars, provided that Purchaser commences any
such claim within thirty (30) days of Seller’s willful default.


 


14.2         By Purchaser; Seller’s Remedies. In the event
of a default by Purchaser hereunder, other than failure to proceed to
Closing on the Closing Date (for which no notice shall be required), Seller
shall give Purchaser written notice of such default (not more than ten (10)
days after Seller acquires knowledge of such default) and if Purchaser has not
cured such default within ten (10) days of Purchaser’s receipt of such default
notice (or such additional time as reasonably necessary in the event such
default cannot be cured within such ten (10) day period) 


 


19

















 


and Purchaser has
diligently pursued the cure the same and diligently prosecuted the same to
completion; the sole and
exclusive remedy of Seller shall be to terminate this Agreement, in which event
Seller may retain the Deposit plus any accrued interest as liquidated damages
(and not as a penalty), and the parties shall thereafter have no further rights
or obligations pursuant to this Agreement except those obligations that
expressly survive such termination. Purchaser and Seller have considered
carefully the loss to Seller if Purchaser fails to consummate the purchase and
sale contemplated herein for any reason other than Seller’s default hereunder
or the failure of condition precedent to Purchaser’s obligation to close
hereunder occasioned by taking the Property off the market as a consequence of
the negotiation and execution of this Agreement, the expenses of Seller
incurred in connection with the preparation of this Agreement and Seller’s
performance hereunder, and the other damages, general and special, which
Purchaser and Seller realize and recognize Seller will sustain but which Seller
cannot at this time calculate with absolute certainty. Based on all those
considerations, Purchaser and Seller have agreed that the damage to Seller in
such event would reasonably be expected to be equal to the sum of the Deposit
plus such accrued interest. The parties agree that it would be extremely
difficult or impossible to ascertain the actual damages which would be suffered
by Seller if Purchaser fails to perform its obligations under this Agreement,
and that the Deposit plus such interest is the best estimate of the amount of
damages Seller would suffer.


 


14.3         After Closing, Seller and Purchaser shall,
subject to the terms and conditions of this Agreement, have such rights and
remedies as are available at law or in equity, except that neither Seller nor
Purchaser shall be entitled to recover from the other indirect, consequential
or special damages.


 


15.          Casualty; Condemnation.


 


15.1         Risk of Loss. The risk of loss or damage to
the Property by fire, accident, act of God, calamity or otherwise (“Casualty”)
until the delivery of the deed is retained by Seller. Seller agrees to furnish
Purchaser with notice of occurrence of any Casualty forthwith upon the
happening thereof (a “Casualty Notice”).


 


15.2         Seller’s Right to Terminate. In the event
more than twenty percent (20%) of the floor area of the Building is damaged as
a result of a Casualty, or which is reasonably estimated to cost in excess of
One Million and 00/100 Dollars ($1,000,000.00) to repair and restore, Seller
may terminate this Agreement by written notice given to the Purchaser within
thirty (30) days of the date of the Casualty (Notice and the Closing shall be
extended to the extent necessary to provide such thirty (30) day period),
whereupon the Escrow Agent shall immediately repay the Deposit plus any accrued
interest to Purchaser and the parties shall thereafter have no further rights
or obligations pursuant to this Agreement.


 


15.3         Purchaser’s Right to Terminate. Unless
terminated by Seller as provided in Section 15.2 above, in the event of a “Material
Loss,” as hereinafter defined, to the Property resulting from any such
Casualty, Purchaser may terminate this Agreement by notice given to Seller
within thirty (30) days of the date of a Casualty Notice (and the Closing shall
be extended to the extent necessary to provide such thirty (30) day period). For
purposes of this Section 15, a “Material Loss” means damage or destruction, or
condemnation that is reasonably estimated to 


 


20

















 


cost
or be valued at (as the case may be) more than Three Hundred Fifty Thousand and
00/100 Dollars ($350,000.00) or (b) would permit any tenant to terminate its
lease or (c) damages 20% or more of the floor area of the Building.


 


15.4         Closing After Casualty. If this Agreement is
not terminated by Seller or Purchaser as provided in Sections 15.2 and 15.3, it
shall remain in full force and effect and the parties shall proceed to Closing
without any reduction in the Purchase Price except as specifically provided
below. At the Closing, Seller shall assign to Purchaser all insurance proceeds
arising from the Casualty (to the extent not applied to any restoration
relating thereto) and Seller shall, at Closing, execute and deliver to
Purchaser all customary proofs of loss, assignments of claims and other similar
items, and shall credit Purchaser on account of the Purchase Price on the
Closing Statement in an amount equal to the deductible or co-insurance amount
under the applicable insurance policy and the amount necessary to repair any
uninsured casualty.


 


15.5         Condemnation. Seller will notify Purchaser
immediately upon obtaining knowledge of any proceedings for a condemnation that
affects the Property. Purchaser may participate in such proceedings, and Seller
shall from time to time deliver to Purchaser all instruments reasonably
requested by it to permit such participation. In the event of the institution
of any proceedings for condemnation of the Property results in a Material Loss
or which adversely affects access to the Property or makes the Property fail to
comply with applicable law (without variance), Purchaser may terminate this
Agreement by notice given to Seller within thirty (30) days of the date Seller
gives notice to Purchaser of such condemnation (and the Closing shall be
extended to the extent necessary to provide such thirty (30) day period),
whereupon the Escrow Agent shall immediately repay the Deposit plus any accrued
interest to Purchaser and the parties shall thereafter have no further rights
or obligations pursuant to this Agreement except those obligations that
expressly survive such termination. If this Agreement is not so terminated,
Seller shall pay over or assign to Purchaser all awards recovered or
recoverable on account of such condemnation, and Purchaser shall take title to
the Property, subject to such condemnation and without reduction in the
Purchase Price, and Seller shall, at Closing, execute and deliver to Purchaser
all customary proofs of loss, assignments of claims and other similar items.


 


16.          No Option.


 


The
submission of this Agreement to Purchaser shall not be construed to vest in
Purchaser an option to purchase or any reservation of the Property. Purchaser
shall have no right or interest hereunder until such time as this Agreement has
been fully executed by Seller and Purchaser.


 


17.          Successors and Assigns.


 


This
Agreement shall inure to the benefit of and be binding upon the Seller and Purchaser
hereto and their respective heirs, personal representatives, and permitted
successors, and assigns.


 


21

















 


18.          Further Assurances.


 


Seller
and Purchaser each agree to execute any and all documents and take such further
actions as may be reasonably necessary to effectuate the purposes of this
Agreement.


 


19.          Inspection Period.


 


19.1         Purchaser’s Inspections. Purchaser may until
5:00 p.m. Eastern Standard Time (USA) on June 8, 2006 (the “Inspection Period”),
at Purchaser’s sole cost and expense to: (i) perform all engineering studies
and inspections with respect to the Real Property to determine the Property’s
physical condition, (ii) perform all non-invasive environmental
auditing, engineering and testing on the Property as Purchaser shall reasonably
require to satisfy Purchaser that no unacceptable environmental condition
exists on the Property, (iii) satisfy itself as to the location of utilities
and utility connection fees which may be necessary for Purchaser’s intended use
of the Property, (iv) conduct all other reviews and inspections which Purchaser
deems reasonably necessary to determine the Property’s suitability for
Purchaser’s proposed use. To facilitate Purchaser’s investigation, Seller has
delivered to Purchaser and Purchaser acknowledges receipt of all environmental
reports listed on Exhibit L, all engineering reports, building plans,
copies of all Development Materials, within Seller’s actual possession
(collectively, the “Review Materials”). Seller does not warrant the accuracy of
the information contained in the Review Materials. Purchaser acknowledges
receipt of the environmental reports listed in Exhibit L. During
the Inspection Period, Purchaser shall review all Service Contracts provided by
Seller. Purchaser shall notify Seller prior to the expiration of the Inspection
Period of those Service Contracts, if any, that it approves. All Service
Contracts that Purchaser does not, in its sole and absolute discretion, so
approve shall be deemed disapproved, and Seller shall, at Seller’s expense,
terminate such disapproved Service Contracts with the termination to be
effective not later than the Closing Date. In all events, the property
management agreement in effect with respect to the Property, along with any
Service Contract that is not delivered to Purchaser, shall be deemed to be
disapproved by Purchaser, and Seller shall, at Seller’s expense, terminate such
property management agreement and undelivered Service Contracts effective not
later than the Closing Date.


 


19.2         License for Entry. Subject to the provisions
of this Section 19, Seller hereby gives to Purchaser and its duly authorized
agents, contractors and/or representatives the right of access to the Property
during the term of this Agreement for the purpose of conducting such
inspections, tests, studies and other investigations. Any such entry shall only
be allowed following reasonable prior notice to Seller. Prior to any such
entry, Purchaser shall, at Purchaser’s expense, deliver to Seller a
certificate of insurance evidencing that Purchaser has a policy or policies of
commercial general liability insurance, including property damage, statutory
worker’s compensation coverage on Purchaser’s employees at, on or about the
Property (which shall contain a waiver of subrogation in favor of Seller),
written by one or more responsible insurance companies with an A. M. Best
rating of not less than A-: XIII, and licensed to do business in Massachusetts,
with limits of not less than One Million and No/100 Dollars ($1,000,000.00) per
occurrence and One Million and No/100 Dollars ($1,000,000.00) aggregate, and
with automobile coverage with a limit of not less than One Hundred Thousand and
No/100 Dollars ($100,000.00). Such policies shall name Seller and Property
Manager as additional 


 


22

















 


insureds (except on
worker’s compensation) against loss of life, personal injury and/or property
damage with respect to the Property, with deductibles reasonably acceptable to
Seller. Each such policy shall be non-cancelable for any cause without first
giving Seller twenty (20) days prior written notice and shall contain a
cross-liability endorsement. No inspection shall be undertaken without at least twenty-four (24)
hours’ prior notice to Seller, or otherwise as may be approved by Seller’s
property manager. Seller at its option, shall be permitted to have a
representative present during any or all inspections. Neither Purchaser nor its
agents or representatives shall contact any Tenants without at least 24 hours
prior notice to Seller and giving Seller or its representative the right to be
present during such contact. Inspections shall not involve soil and/or
ground water sampling or other invasive testing unless and until the location,
scope and methodology of such sampling or testing shall have all been approved
in writing by Seller, in Seller’s sole and absolute discretion. Purchaser shall
promptly repair all damage resulting from any such inspections, tests, studies
and other investigations at its sole expense and to Seller’s reasonable
satisfaction, which obligation shall survive termination of this Agreement. No
such inspections, tests or studies shall result in any damage to the Premises
or unreasonably interfere with the normal conduct of business at the Property
(including without limitation the business of any Tenants).


 


19.3         Indemnity. Purchaser covenants and agrees to
defend, indemnify and hold Seller harmless from and against any and all liens,
claims, charges, costs, suits, damages, injuries or other liabilities
whatsoever including, without limitation, reasonable attorneys fees, arising
out of, resulting from directly or indirectly or as a consequence of Purchaser’s
exercise of its Inspection rights under this Agreement, including, without
limitation, its right of inspection as provided for in this Section 19 and any
actions by Purchaser, its agents, employees or contractors, or anyone acting
by, through or under Purchaser, on the Property prior to the Closing, and such
indemnity shall survive the Closing and any termination of this Agreement;
provided, however, Purchaser shall not be liable for, and shall not indemnify
Seller with respect to, any pre-existing condition, fact, matter, item, or
substance discovered, uncovered, located, identified, as a result of Purchaser’s
entry unless such pre-existing condition, fact, matter, item, or substance was
exacerbated by Purchaser’s entry and inspection. Upon written notice by Seller
to Purchaser, Seller shall have the right to provide for its own defense of any
such liens, claims, charges, costs, suits, damages, injuries or other
liabilities, at the cost and expense (including reasonable attorney’s fees) of
Purchaser. Purchaser shall be required to indemnify and hold Seller harmless on
account of discovery of existing conditions to the extent such existing
conditions are exacerbated by the Purchaser’s exercise of its Inspection rights
under this Agreement.


 


19.4         Prior to the end of the Inspection Period,
Seller shall prepare and submit to Purchaser, for Purchaser’s approval, a list
of the Tangible Personal Property. Upon such approval, such list shall be
initialed by the parties and shall become Schedule III to the General
Instrument of Transfer. In the event Purchaser has not approved a list of
Tangible Personal Property submitted by Seller on or before expiration of the
Inspection Period, and Purchaser does not exercise its right to terminate this
Agreement as set forth in Section 19.6 herein, then the last list of Tangible Personal
Property submitted by Seller to Purchaser shall be deemed approved by Purchaser
and shall become Schedule III to the General Instrument of Transfer.


 


23

















 


19.5         Confidentiality. Purchaser agrees to hold in
confidence, until the conclusion the transaction contemplated by this Agreement
(except as required by law or applicable SEC regulations), any information or
data relating to the Property obtained by Purchaser, including, but not limited
to, information and data obtained by Purchaser through testing and inspections,
and any information furnished by Seller. Such covenant of confidentiality shall
not prohibit Purchaser from disclosing the existence of this Agreement and the
transactions contemplated hereby, and any information or data relating to the
Property obtained by Purchaser, to any partners, investors, underwriters,
employees, lenders, accountants or legal counsel of any of the foregoing
(subject to the undertaking of any such person to maintain the confidentiality
thereof as herein provided). The provisions of this Section 19.5 shall survive
the termination of this Agreement without the occurrence of the Closing.


 


19.6         Termination. At any time during the
Inspection Period, Purchaser shall have the right to terminate this Agreement
for any reason or for no reason by delivering written notice thereof to Seller
on or before the last day of the Inspection Period, and upon any such
termination, neither party shall have any further rights or obligations hereunder
except those obligations that expressly survive such termination, and the
Escrow Agent shall return the Initial Deposit plus all accrued interest thereon
to Purchaser. The failure of Purchaser to notify Seller in writing prior to the
end of the Inspection Period of Purchaser’s desire to terminate this Agreement
shall constitute a waiver of Purchaser’s right to terminate this Agreement, as
set forth in this Section 19.6. In the event that Purchaser terminates this
Agreement pursuant to this provision of this Section 19.6, Purchaser shall
return to Seller the Review Materials furnished by Seller to Purchaser. Additionally,
if Purchaser and Seller have failed to close the sale and purchase of the
Property for any reason other than Seller’s default, upon the Seller’s request,
Purchaser will provide or cause its consultants (provided there is not
additional cost to Purchaser) to provide to Seller copies of all third party
studies, reports and test results received by the Purchaser excluding any
market and economic feasibility studies (collectively, the “Reports”) regarding
the Property without any additional charge to Seller, within three (3) business
days from Seller’s request after the date of termination of this Contract;
provided any Reports delivered to Seller shall be delivered for informational
purposes only and Purchaser makes no representation or warranty, express or
implied, as to the accuracy or completeness of the information contained in the
Reports. Seller agrees not to enforce any claim or cause of action against
Purchaser or the preparers of the Reports for any inaccuracies in the Reports. The
Reports shall be for Seller’s information only and Seller shall not reuse the
Reports or deliver copies to any third party. This provision shall survive the
termination of this Agreement.


 


19.7         Operation of Property. During the term of
this Agreement, Seller shall:


 


(a)                                  make no voluntary changes in the condition of
title to the Real Property;


 


(b)                                 continue to substantially and materially
maintain and insure the Real Property consistent with the present operations
thereof, normal wear and tear, casualty and condemnation excepted.


 


(c)                                  not remove any item of Tangible Personal
Property unless replaced by a comparable item of Tangible Personal Property;


 


24

















 


(d)                                 refrain
from applying or forfeiting any security deposits under any Leases;


 


(e)                                  maintain all permits, licenses and occupancy
certificates, including, without limitation, all development, building and use
permits and certificates of occupancy;


 


(f)                                    refrain from entering into or amending any
contracts, or other agreements (excluding leases) regarding the Property (other
than contracts in the ordinary and usual course of business and which are
cancelable by the owner of the Property without penalty within thirty (30) days
after giving notice thereof);


 


(g)                                 perform, when due, all material obligations
under any and all agreements relating to the Property and otherwise in
accordance with applicable laws, ordinances, rules, and regulations;


 


(h)                                 promptly provide Purchaser with copies of
(1) any default letters sent to or from tenants, (2) any copies of
correspondence received from a tenant that it is “going dark” or seeking to
re-negotiate its lease, and (3) notices of bankruptcy filings received with
respect to any Tenant;


 


(i)                                     promptly forward to Purchaser any notices of
code violations Seller receives and


 


(j)                                     promptly notify Purchaser of any facts of
which Seller has knowledge which would cause any of the representations and
warranties of Seller contained in this Contract to become false or misleading.


 


19.8         New Leases. Commencing on the date
which is five (5) days prior to the expiration of the Inspection Period (“Consent
Period”), Seller will not enter into any new Lease, modify any existing
Lease, without in each case, receiving Purchaser’s prior written consent, which
consent shall not be unreasonably withheld or delayed. Prior to the Consent
Period, Seller may enter into any new lease or modify any existing Lease
without Purchaser’s consent. Seller shall provide Purchaser with notification
of any new lease proposals or modifications, with copies thereof and a
statement fully disclosing the obligations and costs associated therewith, and
such other information reasonably requested by Purchaser, including, without
limitation financial information regarding the tenant (“Lease Notice”). During
the Consent Period, if Purchaser disapproves of any such proposed Lease or
notification, Seller will not enter into any such Lease or modification. If
Purchaser fails to provide Seller with written notice detailing Purchaser’s
specific objections to any such new Lease or modification, within three (3)
business days following the date of Seller’s delivery to Purchaser of the Lease
Notice, such item will be deemed approved by Purchaser. Seller agrees to
deliver Purchaser copies of any new lease proposals, new leases or
modifications signed after the date of this Agreement and prior to the Consent
Period within two (2) business days after delivery to the tenant. Purchaser’s
consent shall not be required for any expansion or renewal of a Lease that
Seller, as landlord, is required to honor pursuant to the terms of an existing
Lease.


 


25

















 


20.          Miscellaneous.


 


20.1         Captions and Headings. This Section and/or
section headings and the arrangement of this Agreement are for the convenience
of the parties hereto and do not in any way affect, limit, amplify or modify
the terms and provisions hereof.


 


20.2         Reserved Right. Notwithstanding anything to
the contrary set forth herein, each of Seller and Purchaser reserves the right
to waive any condition or contingency provided for its benefit in this
Agreement.


 


20.3         Singular, Plural, etc. Wherever herein the
singular number is used the same shall include the plural and the masculine
gender shall include the feminine and neuter genders and vice versa as the
context shall require.


 


20.4         Counterparts. This Agreement may be executed
in several counterparts, which shall constitute one and the same instrument.


 


20.5         Partial Invalidity. If any provision of this
Agreement shall be declared invalid or illegal for any reason whatsoever, then
notwithstanding such invalidity or illegality, the remaining terms and provisions
of this Agreement shall remain in full force and effect in the same manner as
if the invalid or illegal provisions had not been contained herein.


 


20.6         Exhibits. Each of the exhibits annexed to
this Agreement constitute an integral part hereof.


 


20.7         Time. When the last day for the performance
of any act permitted or required hereunder falls on any day which is not a
business day in the City of Boston, Massachusetts, such act may be performed on
the next business day in said city. Time is of the essence of the provisions of
this Agreement.


 


20.8         Purchaser’s Audit. Purchaser has advised
Seller that Purchaser must cause to be prepared audited financial statements
for the calendar year 2005 and the partial calendar year 2006 (from January 1
up to the Closing Date) (the “Covered Audit Period”) in respect to the Property
in compliance with certain laws and regulations, including without limitation,
Securities and Exchange Commission Regulation S, X and Rule 3-14. Seller agrees
to use reasonable efforts to cooperate with Purchaser’s auditors in the
preparation of such audited financial statements (it being understood and
agreed that the foregoing covenant shall survive Closing). Without limiting the
generality of the preceding sentence, (i) Seller shall during normal business
hours and upon Purchaser’s prior written request allow Purchaser’s auditors
reasonable access to such books and records maintained by Seller (and Seller’s
manager of the Property) in respect to the Property and pertaining to the Covered
Audit Period as necessary to prepare such audited financial statements; (ii)
Seller shall use reasonable efforts to provide to Purchaser such existing
financial information as is reasonably requested by Purchaser and required for
Purchaser’s auditors to prepare audited financial statements, and (iii) to the
extent under Seller’s employ and control, Seller will upon Purchaser’s written
request make available for interview by Purchaser and Purchaser’s auditors the
manager of the Property or other agents or representatives of Seller
responsible for the day-to-day operation of the Property and the keeping of the
books and records in respect of the operation of the Property. Notwithstanding
anything contained in this Section 


 


26

















 


20.8
to the contrary, in no event shall Seller be obligated to (i) make and/or
obtain from Seller (or an affiliate of Seller or any of Seller’s or its
affiliates’ auditors) any representations or certificates regarding such
financial information, or (ii) disclose any confidential or non-public
financial information with respect to any affiliate of Seller or any property
of any such affiliate. The provisions of this Section 20.8 shall survive
Closing.


 


Remainder of Page Left Intentionally Blank, Signatures on Following
Page


 


27

















 


IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.


 


	
   

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
  MIDDLETON
  INVESTORS, LLC,

  
	
   

  	
  a
  Massachusetts limited liability company

  
	
   

  	
   

  
	
   

  	
  By:
  Bergen of Middleton, Inc.,

  
	
   

  	
  a
  Massachusetts corporation, its manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  HARVARD
  PROPERTY TRUST, LLC,

  
	
   

  	
  a
  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
											



 


 


The
Title Company acknowledges receipt of this Agreement on May 18, 2006, and upon
receipt of the Deposit, accepts the Deposit and agrees to hold and disburse the
Deposit in accordance with the terms and conditions set forth in this Agreement
and in the Escrow Agreement.


 


	
   

  	
  LANDAMERICA
  PARTNERS TITLE

  COMPANY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 

















 


EXHIBIT A


 


LEGAL
DESCRIPTION


 


Real property in the County of Essex, Commonwealth of Massachusetts,
described as follows:


 


Parcel I (Recorded)


 


The land at 35 Village Road, Middleton, Essex County, Massachusetts,
being shown as Lot 5A on a plan entitled “Plan of Land in Middleton, Mass.,
owned by Thomas J. Flatley,” dated May 9, 1988, by The Russell A. Wheatley
Co., Inc., Land Surveyors and Engineers, recorded with Essex South
District Registry of Deeds, Plan Book 245, Plan 70 (the “Plan”).


 


Said Lot 5A contains 12.201 acres according to said plan to which
reference is made for a more particular description.


 


Parcel II (Registered)


 


The land situated in Middleton in the County of Essex and Commonwealth
of Massachusetts, bounded and described as follows:


 


SOUTHWESTERLY by Locust Street two hundred fifty and 46/100 (250.46)
feet;


 


NORTHWESTERLY on a curving line by lot 28 (shown as Village Road) as
shown on plan hereinafter mentioned, fifty eight and 82/100 (58.82) feet;


 


NORTHEASTERLY by said lot 28, two hundred twenty three and 29/100
(223.29) feet; and


 


EASTERLY by land now or formerly of Charlotte E. Sills ninety eight and
54/100 (98.54) feet.


 


All of said boundaries are determined by the Court to be located as
shown upon plan numbered 16270-F, drawn by Boston Survey Consultants Surveyors,
dated August 31, 1984, as modified and approved by the Court, filed in the
Land Registration Office, a copy of a portion of which is filed with
Certificate of Title 54507 in said Registry, and the above described land is shown
as lot 12, sheet 6, on last mentioned plan.


 


Together with the benefit of Amended and Restated Easement Agreement by
and between Thomas J. Flatley and Nynex Properties Company, dated February 16,
1990 filed as Document No. 254638, and recorded in Book 10459, Page 228,
which restates Easement Agreement by and between Thomas J. Flatley and Nynex
Properties Company, dated October 20, 1988, filed as Document No. 254637,
and recorded in Book 9750, Page 37.


 


Together with the benefit of Amended and Restated Water Use Agreement
between Middleton Investors, Inc. and Ferncroft Water Systems, Inc.,
dated November 15, 2004, recorded in Book 23630, Page 466, in common
with other entitled thereto.


 

















 


EXHIBIT B


 


Schedule of Leases


 


1)                                      Lease
dated as of November 15, 2004 between Middleton Investors, LLC as landlord
and Verizon Directories Services – East, Inc. as tenant by virtue of that
certain assignment dated November 15, 2004 by Verizon Information Services, Inc.,
the original tenant.


 


2)                                      Lease
dated as of December 20, 2004 between Middleton Investors, LLC as landlord
and SAS Institute, Inc. as tenant.


 


3)                                      Cellco
Partnership d/b/a Verizon Wireless (successor in interest to New York Cellular
Geographic Service Area, Inc.) pursuant to a Sublease Agreement dated September 26,
1990, as modified by amendments dated September 21, 1998 and September 17,
2001, and as affected by the letter dated June 1, 2004 from Verizon
Wireless to NYNEX Information Resources Co. exercising its extension option;


 


4)                                      Town
of Middleton pursuant to a License Agreement dated February 13, 1990, as
affected by a Confirmatory License Agreement dated August 23, 2004; and


 


5)                                      Northern
Massachusetts Telephone Workers Credit Union pursuant to a License Agreement
dated October 22, 2004.


 

















 


EXHIBIT C


 


ESCROW
AGREEMENT


 


THIS ESCROW AGREEMENT (this “Escrow Agreement”)
is made and entered into as of the 18th day of May, 2006, by and
among Middleton Investors, LLC, a Massachusetts limited liability company, a
Pennsylvania limited partnership, having an address of c/o BPG Properties,
Ltd., 770 Township Line Road, Suite 150, Yardley, Pennsylvania 19067 (“Seller”),  HARVARD PROPERTY TRUST, LLC, a Delaware
limited liability company, having an address of 15601 Dallas Parkway, Suite 600,
Addison, Texas 75001-6026, and LandAmerica Partners Title Company, a Texas
corporation, 712 Main Street, Suite 2000E, Houston, Texas 77002-3215
(Attention:  Reno Hartfiel) (“Escrow
Agent”).


 


WITNESSETH:


 


WHEREAS, Seller and Purchaser have entered
into a Purchase and Sale Agreement dated as of May 18, 2006 (the “Sale
Agreement”) providing for the sale by Seller to Purchaser of certain property
situated in Middleton, Essex County (South), Massachusetts, commonly known and
numbered as 35 Village Road, Middleton, Massachusetts, and more particularly
described in the Sale Agreement; and


 


WHEREAS, the parties desire to ensure that
the Deposit, as defined below, will be paid or applied as provided in the Sale
Agreement;


 


NOW THEREFORE, in consideration of their
mutual promises, the parties agree as follows:


 


1.                                       Delivery of
Escrow Money. Within three (3) business day following execution and
delivery of the Sale Agreement by Seller and Purchaser, Purchaser shall deposit
with Escrow Agent the sum of Two Million and 00/100 Dollars ($2,000,000.00)
(the “Initial Deposit”). Unless the Sale Agreement is terminated at or prior to
the end of the Inspection Period, as defined in the Sale Agreement, in
accordance with Section 19.6 thereof, Two Million and 00/100 Dollars
($2,000,000.00) (the “Additional Deposit” and together with the Initial
Deposit, the “Deposit”) shall be paid to Escrow Agent as an addition to the
Deposit following the expiration of the Inspection Period set forth in said Section 19.
In the event Purchase extends the Closing Date in accordance with Section 4.5
of the Sale Agreement, Purchaser shall deposit the additional sum of Two
Million and 00/100 Dollars ($2,000,000.00) with the Escrow Agent as an addition
to the Deposit (the “Closing Extension Deposit” or together with the Initial
Deposit and Additional Deposit the “Deposit”).


 


2.                                       Receipt of
Escrow Money. Escrow Agent acknowledges receipt of the Initial Deposit and
agrees to hold the Deposit, together with all interest earned thereon (the “Escrow
Funds”) under the terms of this Agreement. Escrow Agent shall deposit the
Deposit in an interest bearing money market-type account with Wells Fargo Bank
or Bank of America, as Escrow Agent shall elect. All interest earned shall be
retained in the account and shall be paid out as provided in paragraph 3 below.


 

















 


3.                                       Disbursement
of Escrow Funds. Escrow Agent is authorized and directed to disburse the
Escrow Funds as follows:


 


a.                                       Initial
Deposit. At any time prior to receipt of the Additional Deposit, either
party (a “demanding party”) may serve upon Escrow Agent a demand for
payment to it or an authorization to pay the other party, all or any portion of
the Escrow Funds. Promptly after receipt of such demand or authorization,
Escrow Agent shall furnish a copy thereof to the other party. If the demanding
party is Purchaser in connection with a termination of the Sale Agreement made
pursuant to Section 19.6 of the Sale Agreement on or before the end of the
Inspection Period, promptly after receipt of such demand, Escrow Agent shall
pay over all of the Escrowed Funds to Purchaser. In all other cases, if within
five (5) days of the other party’s receipt of such copy:


 


(i)                                     Escrow Agent shall
have received a notice of objection from such other party, Escrow Agent shall
not make such payment and shall hold the Escrow Funds in accordance with the
provisions of paragraph 4 hereof, or


 


(ii)                                  In the absence of
objection, Escrow Agent shall make such payment in accordance with such demand
or authorization.


 


b.                                      Upon Closing.
Upon the occurrence of the Closing, upon the joint instruction of Seller and
Purchaser Escrow Agent shall release the Escrow Funds Deposit to Seller for
application to the Purchase Price.


 


c.                                       All Other
Cases. In all cases other than those governed by subsection a and b of
this Section 3, a demanding party may serve upon Escrow Agent a
demand for payment to it or an authorization to pay the other party, all or any
portion of the Escrow Funds. Promptly after receipt of such demand or
authorization, Escrow Agent shall furnish a copy thereof to the other party. If
within five (5) days of the other party’s receipt of such copy:


 


(i)                                     Escrow Agent shall
have received a notice of objection from such other party, Escrow Agent shall
not make such payment and shall hold the Escrow Funds in accordance with the
provisions of paragraph 4 hereof, or


 


(ii)                                  In the absence of
objection, Escrow Agent shall make such payment in accordance with such demand
or authorization.


 


4.                                       Duties of
Escrow Agent:  The duties of the
Escrow Agent shall be determined solely by the express provisions of this
Agreement and are purely ministerial in nature. If there is any dispute between
the parties hereto as to whether or not the Escrow Agent is obligated to
disburse or release the Escrow Funds held under and pursuant to this Agreement,
the Escrow Agent shall not be obligated to make such disbursement or delivery,
but in such event shall hold the Escrow Funds until receipt by the Escrow Agent
of (i) an authorization in writing signed by all persons having an
interest in said dispute, directing the disposition of the Escrow Funds, or (ii) a
final judgment regarding the rights of the parties in an appropriate legal
proceeding. The


 


2

















 


Escrow Agent is authorized by Seller and Purchaser to interplead all
interested parties in any court having jurisdiction and to deposit the Escrow
Funds with the clerk of any such court, and thereupon the Escrow Agent shall be
fully relieved and discharged of any further responsibility under this
Agreement.


 


5.                                       Termination
of Duties:  Upon disbursement of the
Escrow Funds in accordance with this Agreement, all rights and obligations of
the Escrow Agent shall be deemed to have been satisfied and Seller and
Purchaser shall have no recourse against the Escrow Agent.


 


6.                                       Fees of
Escrow Agent:  Seller and Purchaser
shall be jointly responsible for the fees and expenses of Escrow Agent
hereunder; provided, however, that in the event of any dispute between Seller
and Purchaser involving the Escrow Funds, the losing party shall bear all the
costs and expenses, if any, of the Escrow Agent in connection with the
resolution of such dispute.


 


7.                                       Duty of Care:  The Escrow Agent shall not be liable for any
mistake of fact or error of judgment or any acts or omissions of any kind
unless caused by its willful misconduct or gross negligence. The parties hereto
each release the Escrow Agent from liability for any act done or omitted to be
done by the Escrow Agent in good faith in the performance of its obligations
and duties hereunder. The Escrow Agent shall be entitled to rely on any
instrument or signature believed by it to be genuine and may assume that
any person purporting to give any writing, notice, or instruction in connection
with this Agreement is duly authorized to do so by the party on whose behalf of
such writing, notice, or instruction is given.


 


8.                                       Indemnity:  The undersigned hereby jointly and severally
indemnify the Escrow Agent for and hold it harmless against any loss,
liability, or expense incurred without negligence or bad faith on the part of
the Escrow Agent arising out of or in connection with the acceptance of or the
performance of its duties under this Agreement (the “Indemnified Expenses”), as
well as the costs and expenses, including reasonable attorneys’ fees and
disbursements, of defending against any claim or liability arising under this
Agreement; provided, however, that if the Indemnified Expense is incurred
because of the fault of either Seller of Purchaser, then the party at fault
shall be responsible for the Indemnified Expenses.


 


9.                                       Notices:  Unless otherwise specifically provided
herein, all notices, consents, directions, approvals, instructions, requests
and other communications required or permitted by the terms hereof to be given
shall be in writing and shall be given by United States mail or by nationally
recognized overnight courier service or by hand, or by facsimile communication
followed by such courier service delivery, and any such notice shall become
effective two (2) business days after being deposited in the mail,
certified or registered with appropriate postage prepaid or one (1) business
day after delivery to a nationally recognized courier service


 


3

















 


specifying overnight delivery or, if delivered by facsimile
communication or by hand, when received and shall be directed to the address
set forth below:


 


	
  If to Purchaser:

  	
   

  	
  Harvard Property Trust, LLC

  
	
   

  	
   

  	
  15601 Dallas Parkway, Suite 600

  
	
   

  	
   

  	
  Addison, Texas 75001-6026

  
	
   

  	
   

  	
  Attn: Joe Jernigan

  
	
   

  	
   

  	
  Telephone No.: (214) 655-1600

  
	
   

  	
   

  	
  Facsimile No.: (214) 655-1610

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy to

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Haynes and Boone, LLP

  
	
   

  	
   

  	
  2505 N. Plano Road, Suite 4000

  
	
   

  	
   

  	
  Richardson, Texas 75082-4101

  
	
   

  	
   

  	
  Attn: 
  Richard K. Martin

  
	
   

  	
   

  	
  Telephone No.: (972) 739-8634

  
	
   

  	
   

  	
  Facsimile No.: (972) 692-9114

  
	
   

  	
   

  	
   

  
	
  If to Seller:

  	
   

  	
  Middleton Investors LLC

  
	
   

  	
   

  	
  c/o BPG Properties, Ltd.

  
	
   

  	
   

  	
  770 Township Line Road, Suite 150

  
	
   

  	
   

  	
  Yardley, Pennsylvania 19067

  
	
   

  	
   

  	
  Attn: 
  Mr. Albert J. Corr

  
	
   

  	
   

  	
  Telephone No.: (215) 575-2458

  
	
   

  	
   

  	
  Facsimile No.:  (215) 575-2437

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BPG Properties, Ltd.

  
	
   

  	
   

  	
  3200 Centre Square West

  
	
   

  	
   

  	
  1500 Market Street

  
	
   

  	
   

  	
  Philadelphia, Pennsylvania 19102

  
	
   

  	
   

  	
  Attn: 
  Mr. Mark T. Ledger

  
	
   

  	
   

  	
  Telephone No.: (215) 557-6900 ext. 18

  
	
   

  	
   

  	
  Facsimile No.: (215) 557-3746

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Hinckley, Allen & Snyder LLP

  
	
   

  	
   

  	
  28 State Street

  
	
   

  	
   

  	
  Boston, Massachusetts 02109

  
	
   

  	
   

  	
  Attn: 
  David Barry Connolly, Esq.

  
	
   

  	
   

  	
  Telephone No.: (617) 345-9000

  
	
   

  	
   

  	
  Facsimile No.:  (617) 345-9020

  



 


4

















 


	
   

  	
   

  	
   

  
	
  If to Escrow Agent:

  	
   

  	
  LandAmerica Partners Title Company

  
	
   

  	
   

  	
  712 Main Street, Suite 2000E

  
	
   

  	
   

  	
  Houston, Texas 77002-3215

  
	
   

  	
   

  	
  Attn: 
  Reno Hartfiel

  
	
   

  	
   

  	
  Telephone No.: (713) 229-8484

  
	
   

  	
   

  	
  Facsimile No.:  (713) 238-9199

  



 


Notice from an attorney of a party shall be effective for all purposes.
Any party may change its address for notice purposes by a notice given in
accordance with this Section 9. Any notice given by a party hereto shall
be simultaneously given, by the same method for notice, to all parties hereto.


 


10.                                 Governing Law:  This Agreement shall be construed in
accordance with the laws of The Commonwealth of Massachusetts.


 


11.                                 Execution in
Counterparts:  This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.


 


12.                                 Merger; Amendments:  This Agreement sets forth all of the
promises, covenants, agreements, conditions, and undertakings between the
parties hereto with respect to the subject matter hereof and supersede all
prior and contemporaneous agreements and undertakings, inducements or
conditions, express or implied, oral or written, except as contained herein. This
Agreement may not be changed orally, but only by an agreement in writing,
duly executed by or on behalf of the party or parties against which enforcement
of any waiver, change, modification, consent, or discharge is sought.


 


13.                                 Bind and Inure:  This Agreement shall be binding upon and
inure to the benefit of the parties and their respective heirs, successors and
assigns.


 


14.                                 Resolution of
Inconsistencies. As between Seller and Purchaser, in the event of any
inconsistency between the terms of this Agreement and the Sale Agreement, the
terms of the Sale Agreement shall control. By execution of this Agreement,
Escrow Agent acknowledges receipt of an executed copy of the Sale Agreement.


 


-Remainder
of Page Left Intentionally Blank, Signatures on Following Page-


 


5

















 


IN WITNESS WHEREOF, the parties have signed
this Escrow Agreement as of the date first written above.


 


 


	
   

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
  MIDDLETON INVESTORS, LLC,

  
	
   

  	
  a Massachusetts limited liability company

  
	
   

  	
   

  
	
   

  	
  By: Bergen of Middleton, Inc., a
  Massachusetts

  corporation, its manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  HARVARD PROPERTY TRUST, LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  ESCROW AGENT:

  
	
   

  	
   

  
	
   

  	
  LANDAMERICA PARTNERS TITLE

  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


6

















 


EXHIBIT D


 


QUITCLAIM
DEED


 


MIDDLETON INVESTORS, LLC (“Grantor”), a
Massachusetts limited liability company, having an address of c/o BPG
Properties, Ltd., 770 Township Line Road, Suite 150, Yardley, Pennsylvania
19067, for consideration paid and in full consideration of Twenty Seven Million
and 00/100 Dollars ($27,000,000.00) hereby GRANTS to
HARVARD PROPERTY TRUST, LLC, a Delaware limited liability company, having an
address of 15601 Dallas Parkway, Suite 600, Addison, Texas 75001-6026 with
QUITCLAIM COVENANTS, the land and all
improvements thereon located in Middleton, Essex County (South), Massachusetts
(the “Property”) more particularly described on Exhibit A attached
hereto and made a part hereof.


 


The Property is conveyed subject to and with
the benefit of all easements, restrictions, covenants and other instruments of
record to the extent the same are applicable and in force and effect.


 


Being the same premises conveyed to this
Grantor by Deed dated November 9, 2004 and filed with the Essex South
Registry District of the Land Court as Document No. 447596, noted on
Certificate of Title No. 77905 and recorded with the Essex South Registry
of Deeds in Book 23630, Page 458.


 


IN WITNESS WHEREOF, said Grantor has caused
this deed to be signed, acknowledged and delivered on its behalf by the
undersigned, as of the          day of                         ,
2006.


 


	
   

  	
  GRANTOR:

  
	
   

  
	
   

  	
  MIDDLETON INVESTORS, LLC, a

  Massachusetts limited liability company

  
	
   

  	
   

  
	
   

  	
  By: Bergen of Middleton, Inc.,

  
	
   

  	
  a Massachusetts corporation, its manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 

















 


STATE/COMMONWEALTH OF                                                                                  


 


                                        
County


 


On this     
day of                  ,
2006, before me, the undersigned notary public, personally appeared                                         ,
                                        
of Bergen of Middleton, Inc., Manager of Middleton Investors, LLC, proved
to me through satisfactory evidence of identification, which was o
photographic identification with signature issued by a federal or state
governmental agency, o oath or
affirmation of a credible witness, o personal
knowledge of the undersigned, to be the person whose name is signed on this
document, and acknowledged to me that he signed it voluntarily for its stated
purpose, and it was his free act and deed as                                         
of Bergen of Middleton, Inc., Manager of Middleton Investors, LLC.


 


	
   

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
  My commission expires:

  
	
   

  	
  (official seal)

  



 


2

















 


EXHIBIT E


 


ASSIGNMENT
AND ASSUMPTION OF LEASES


 


This Assignment and Assumption of Leases
(this “Assignment”) is made as of the       day of                          ,
2006, by and between MIDDLETON INVESTORS, LLC, a Massachusetts limited
liability company, having an address of c/o BPG Properties, Ltd., 770 Township
Line Road, Suite 150, Yardley, Pennsylvania 19067(“Assignor”) and HARVARD
PROPERTY TRUST, LLC, a Delaware limited liability company, having an address of
15601 Dallas Parkway, Suite 600, Addison, Texas 75001-6026 (“Assignee”).


 


In consideration of Ten Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Assignor hereby transfers and assigns to the Assignee
all of the Assignor’s right, title and interest in and to those certain leases
described on Schedule I annexed hereto and incorporated herein by this
reference (the “Leases”) for the use and occupancy of the building commonly
known and numbered as 35 Village Road, Middleton, Essex County (South),
Massachusetts, described on Schedule II annexed hereto and incorporated
herein by this reference (the “Premises”), and all of the rights, benefits and
privileges thereunder, including without limitation any modifications,
extensions and renewals thereof, and in the rents, charges, fees, and payments
in lieu of rents, charges or fees therefrom, and in any and all other rents,
income, and profits derived by Assignor from said Premises, including without
limitation claims with respect to past due rents or other claims against the
tenants under the Leases (the “Tenants”), together with any security deposits,
advance rentals, reservation deposits and cleaning deposits set forth in said Schedule I
(collectively, the “Deposits”), and all guarantees, if any, of the Leases.


 


The Assignee hereby accepts the assignment of
the Leases and hereby assumes and agrees to be bound by and to perform, from
and after the date hereof, Assignor’s obligations, covenants and agreements
under the Leases, and Assignee further assumes all liability of Assignor from
and after the date hereof for the proper refund or return of the Deposits if,
when, and as required by the terms of the Leases or otherwise by law.


 


Assignor shall defend with counsel reasonably
approved by Assignee, indemnify and hold harmless Assignee from and against any
liability, damages, causes of action, expenses, and attorneys’ fees incurred by
Assignee by reason of the failure of Assignor to fulfill, perform, discharge,
and observe its obligations with respect to the Leases, and the Deposits
accruing or arising before the Closing Date. Assignee shall defend with counsel
reasonably approved by Assignor, indemnify and hold harmless Assignor from and
against any liability, damages, causes of action, expenses, and attorneys’ fees
incurred by Assignor by reason of the failure of Assignee to fulfill, perform,
discharge, and observe the obligations assumed by it under this instrument with
respect to the Leases and the Deposits arising from and after the Closing Date.


 


This Assignment shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,
successors and assigns and shall be governed by the laws of the Commonwealth of
Massachusetts.


 

















 


This Assignment is executed in multiple
counterparts, each of which shall constitute an original for all purposes.


 


IN WITNESS WHEREOF, the parties have executed
this Assignment under seal as of the date first written above.


 


	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
  MIDDLETON INVESTORS, LLC,

  
	
   

  	
  a Massachusetts limited liability company

  
	
   

  	
   

  
	
   

  	
  By: Bergen of Middleton, Inc.,

  
	
   

  	
  a Massachusetts corporation, its manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
   

  	
  HARVARD PROPERTY TRUST, LLC,

  
	
   

  	
   

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 


2

















 


EXHIBIT F


 


GENERAL
INSTRUMENT OF TRANSFER


 


This General Instrument of Transfer (this “Instrument”)
is made as of the      day of                 ,
2006, by and between MIDDLETON INVESTORS, LLC, a Massachusetts limited
liability company, having an address of c/o BPG Properties, Ltd., 770 Township
Line Road, Suite 150, Yardley, Pennsylvania 19067 (“Assignor”) and HARVARD
PROPERTY TRUST, LLC, a Delaware limited liability company, having an address of
15601 Dallas Parkway, Suite 600, Addison, Texas 75001-6026 (“Assignee”).


 


In connection with the conveyance of certain
property owned by Assignor in Middleton, Essex County (South), Massachusetts,
commonly known and numbered as 35 Village Road, more particularly described on Schedule I
attached hereto and made a part hereof (the “Property”), and in
consideration of Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Assignor hereby sells, assigns, transfers, grants and conveys unto Assignee,
all of Assignor’s right, title and interest in and to the following to the
extent the same exist and apply to the Property and are transferable or
assignable (collectively, the “Interests”):


 


1.                                       All
appurtenances and privileges belonging to the Property and the rights, benefits
and privileges of owning and operating the same;


 


2.                                       All
rights, entitlements and/or approvals to develop the Property which have been
or may hereafter be granted by governmental bodies having jurisdiction or
authority over the Property, and any certificates evidencing compliance
therewith;


 


3.                                       All
variances, conditional use permits, special permits, exceptions, rezonings,
general plan amendments, parcel maps, development agreements, permits,
licenses, applications, any other governmental approvals and consents relating
to the Property;


 


4.                                       All
guarantees, warranties, and indemnities giving rise to any rights or benefits
of Assignor in respect of the Property and all claims and/or causes of action
against contractors with respect to the Property or any part thereof or
any buildings, structures or improvements thereon, provided, however, that
Assignor reserves, in common with Assignee, such rights in respect of the
matters assigned in this paragraph 4 as may be necessary or convenient for
Assignor’s discharge of liabilities, or defense of claims, relating to the
Property which are not assigned to or assumed by Purchaser in connection with
the acquisition of the Property;


 


5.                                       All
bonds, construction contracts, architect’s contracts, licenses, applications,
permits, plans, drawings, specifications, “as-built” plans and/or surveys, site
plans, maps, and any other plans relating to the construction of the
improvements on the Property;


 


6.                                       All
engineering, soils, ground water and environmental reports and other technical


 

















 


descriptions and environmental reports
concerning the Property;


 


7.                                       All
right, title and interest of Assignor under the maintenance, service,
advertising and other like contracts and agreements with respect to the
ownership and operation of the Property listed in Schedule II attached
hereto and made a part hereof (the “Service Contracts”). Assignee hereby
accepts such assignment and hereby assumes and agrees to be bound by and to
perform, from and after the date hereof, Assignor’s obligations, covenants and
agreements under the Service Contracts, and;


 


8.                                       The
tangible personal property listed in Schedule III attached hereto and made
a part hereof (the “Tangible Personal Property”). Assignor hereby
covenants with Assignee that Assignor is the lawful owner of the Tangible
Personal Property subject to no liens or encumbrances other than those
described on Exhibit A and has good right to sell the same, and
that Assignor will warrant and defend title to the Tangible Personal Property
unto Assignee against the lawful claims and demands of all persons claiming by,
through or under Assignor, but not further or otherwise.


 


Assignee hereby accepts the foregoing
transfer from Assignor of the above-assigned Interests.


 


Assignor shall defend with counsel reasonably
approved by Assignee, indemnify and hold harmless Assignee from and against any
liability, damages, causes of action, expenses, and attorneys’ fees incurred by
Assignee by reason of the failure of Assignor to fulfill, perform, discharge,
and observe its obligations with respect to the Service Contracts accruing or
arising before the Closing Date. Assignee shall defend with counsel reasonably
approved by Assignor, indemnify and hold harmless Assignor from and against any
liability, damages, causes of action, expenses, and attorneys’ fees incurred by
Assignor by reason of the failure of Assignee to fulfill, perform, discharge,
and observe the obligations assumed by it under this instrument with respect to
the Service Contracts arising from and after the Closing Date.


 


Except as provided in section 8 above
with respect to the Tangible Personal Property and in the preceding paragraph,
the foregoing Interests are sold, assigned, transferred, granted and conveyed
on an “AS IS” basis, without representation or warranty either express or
implied, and without recourse of any kind.


 


This Instrument shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,
successors and assigns and shall be governed by the laws of the Commonwealth of
Massachusetts.


 


This Instrument may be executed in
multiple counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.


 


2

















 


IN WITNESS WHEREOF, the parties have executed
this Instrument under seal as of the date first written above.


 


	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
  MIDDLETON INVESTORS, LLC,

  
	
   

  	
  a Massachusetts limited liability company

  
	
   

  	
   

  
	
   

  	
  By: Bergen of Middleton, Inc.,

  
	
   

  	
  a Massachusetts corporation, its manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
   

  	
  HARVARD PROPERTY TRUST, LLC

  
	
   

  	
   

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 


3

















 


Schedule I


 


The
Property


 


4

















 


Schedule II


 


Service
Contracts


 


1)              Exterior
Landscaping & Snow Removal Contract – dated March 20, 2006,
by and between Middleton Investors, LLC (“Owner”) by and through its agent CB
Richard Ellis-N.E. Partners, LP (“Agent”) and contract Christopher J. Huston (“Contractor”).


 


2)              Interior Landscaping
Contract - dated March 29, 2006, by and between Middleton Investors,
LLC (“Owner”) by and through its agent CB Richard Ellis-N.E. Partners, LP (“Agent”)
and contract Tropical Plants Inc. (“Contractor”).


 


3)              Fire
Protection/Alarm System Maintenance Contract – dated July 20, 2005, by
and between Middleton Investors, LLC (“Owner”) by and through its agent CB
Richard Ellis-N.E. Partners, LP (“Agent”) and contract Siemens Building
Technology, Inc. (“Contractor”).


 


4)              Elevator Contract
– dated December 1, 2004, by and between Middleton Investors, LLC (“Owner”)
by and through its agent CB Richard Ellis-N.E. Partners, LP (“Agent”) and
contract  (“Contractor”).


 


5)              Janitorial
Services Contract – dated December 23, 2005, by and between Middleton
Investors, LLC (“Owner”) by and through its agent CB Richard Ellis-N.E.
Partners, LP (“Agent”) and contract State Cleaning Service, Inc. (“Contractor”).


 


6)              Waste Removal
Contract – dated January 17, 2005, by and between Middleton Investors,
LLC (“Owner”) by and through its agent CB Richard Ellis-N.E. Partners, LP (“Agent”)
and contract E.L. Harvey & Sons (“Contractor”). NOTE: A new contract is currently being executed for
2006.


 


7)              Window Washing
Contract – A contract is currently being
executed for 2006.


 


8)              Pest Control
Contract – dated March 29, 2006 by and between Middleton Investors, LLC (“Owner”)
by and through its agent CB Richard Ellis-N.E. Partners, LP (“Agent”) and
contract Bay State Pest Control (“Contractor”).


 


5

















 


Schedule III


 


Tangible
Personal Property


 


Penthouse


 


Chromate Hardware/Equipment to


maintain the air handlers and HVAC


equipment


Misc. wooden stepladders


Air filters


One garden hose


Wall clock


Old desk


Misc. chairs


Drawings for building in flat file


Misc. trash cans


Chromate boiler parts & equipment


Filtrine parts


Spill kit


Elevator parts & manuals


3 Dell Computers


 


8th Floor


 


Mirrors on back of doors


President’s conference room keep


speakers, screen/mirrors


 


7th Floor


 


Training room 7018/7024 keep folding


partition and track and tack boards


 


1st Floor


 


Security system with computer


Rear guard station back room


furniture, desk & chairs


Fire Command Center crash cart


Lobby 4 chairs & glass table


Cafeteria-80 tables, and 260 café


chairs


Cafeteria- Misc. trash cans


See cafeteria list for cafeteria


equipment (attached)


 


6

















 


Flat files with Middleton drawings


 


Patio


 


7 Picnic tables


Ashtrays (old)


Trash cans


Bike rack


Smoking hut (on lower level)


 


Basement


 


Pavers for brick patio


Safety cones and barrels for traffic


direction


Misc. wooden ladders (fiberglass


ladders belong to Griffin Electric). We


will keep one.


VCT for bathrooms & floors


Misc. plumbing supplies


Misc. push-brooms and trash barrels


Building prints in rolling flat file


Salt for snow removal


CAGES


Flammable fire cabinet and paint


Exhaust fan supplies


Recycling area left as is


 


Rm. B012


 


Remaining cleaning supplies


 


Engineers Room


 


Furniture including 3 chairs


Clock


Computer systems that go with the


EMS including 2 printers


Building manuals


Laptop for EMS system- Acer.


AS5002WLMI   Notebook


Brother 1840C Color Inkjet Fax


 


2 UPS Rooms


 


UPS units and related equipment


 


7

















 


Tool Room/Workshop


 


Grey cabinet with key making


machine and keys for building


Misc. plumbing supplies


Misc. parts/scrap metal


Misc. hardware


Work bench


Drill press


Chair


Cart


Power tools- corded drill, cordless drill


EMS parts (used)


Chemical storage cabinet with paint


Paints for maintenance


 


Bursting Room


 


One Pallet jack


 


Cleaner’s Room


 


Remaining cleaning supplies


Furniture


Microwave


Fridge


 


Mechanical Room (Chillers)


 


Old garden hose


Goodway tube cleaner (chillers)


 


Back Parking Lot


 


Salt/Sand enclosure


 


Fitness Center


 


2   91ti treadmills (model #
91Ti-02 120V)


2   91x C-trainers (model #
91x-01 DOM)


1   90C Lifecycle (model # 90C-02
DOM)


1   90 R Recumbent Lifecycle
(model 


8

















 


# 90R-02 DOM)


4   Bike mats


2   Treadmill mats


5   Blue Yoga mats


2  televisions


 


Lobby Furniture- New


 


4 Zenith Lounge chairs


8 Sepia seat cushions


1 rectangular occasional table (maple

finish)


 


Lobby Furniture- Old


 


4 black leather chairs


1 glass table


 


Fire extinguishers on 1,6,7,8


 


Cafeteria Inventory


 


	
  Equipment

  	
   

  	
  Distributor

  	
   

  	
  Model #

  	
   

  	
  Serial #

  
	
  Under-counter refrigerator (grill area)

  	
   

  	
  Beverage Air

  	
   

  	
  SP48-12C

  	
   

  	
   

  
	
  Walk-in freezer

  	
   

  	
  Bally

  	
   

  	
   

  	
   

  	
  3476

  
	
  Walk-in refrigerator

  	
   

  	
  Bally

  	
   

  	
  ER74-1AS

  	
   

  	
   

  
	
  Salad bar

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Reach-in refrigerator (kitchen)

  	
   

  	
  Beverage Air

  	
   

  	
  ABUKR24-1A5

  	
   

  	
   

  
	
  Refrigerator (kitchen)

  	
   

  	
  Beverage Air

  	
   

  	
  ABUKR48-1A5

  	
   

  	
   

  
	
  Under-counter refrigerator (deli area)

  	
   

  	
  Beverage Air

  	
   

  	
  SP48-12C

  	
   

  	
   

  
	
  Salad cooler

  	
   

  	
  Atlas

  	
   

  	
  WCMD-C-2

  	
   

  	
  117-96

  
	
  Prep refrigerator

  	
   

  	
  Beverage Air

  	
   

  	
  DOB67

  	
   

  	
   

  
	
  Ice Machine

  	
   

  	
  Hoshizaki

  	
   

  	
  KML600MAF

  	
   

  	
  J00217G

  
	
  Mixer

  	
   

  	
  Hobart

  	
   

  	
  H600T

  	
   

  	
  11-425-850

  
	
  Meat Slicer

  	
   

  	
  Hobart

  	
   

  	
  1712

  	
   

  	
  56-887-110

  
	
  Coffee Maker

  	
   

  	
  n/a

  	
   

  	
   

  	
   

  	
   

  
	
  Dishwasher

  	
   

  	
  Insinger

  	
   

  	
  SPEEDER7

  	
   

  	
  895736

  
	
  Conveyor

  	
   

  	
  Salvator

  	
   

  	
   

  	
   

  	
   

  
	
  Conveyor disposal

  	
   

  	
  Salvator

  	
   

  	
  300

  	
   

  	
  9287

  
	
  Kitchen disposal

  	
   

  	
  Salvator

  	
   

  	
  200

  	
   

  	
  34023

  
	
  Ansil system

  	
   

  	
  Vent Master

  	
   

  	
  SU-150-12

  	
   

  	
  90-8382-04

  
	
  Soda dispenser

  	
   

  	
  Property of Pepsi

  	
   

  	
   

  	
   

  	
   

  
	
  Soup Warmer (grill area)

  	
   

  	
  Duke

  	
   

  	
  ACTW-IN

  	
   

  	
  3OL98

  
	
  Steam Convection Oven

  	
   

  	
  Cleavland

  	
   

  	
   

  	
   

  	
   

  
	
  Stove

  	
   

  	
  Vulcan

  	
   

  	
   

  	
   

  	
   

  
	
  Pizza Oven #1

  	
   

  	
  Baker’s Pride

  	
   

  	
  101

  	
   

  	
   

  
	
  Pizza Oven #2

  	
   

  	
  Baker’s Pride

  	
   

  	
  101

  	
   

  	
   

  



 


9

















 


	
  Oven #1

  	
   

  	
  Blodgett

  	
   

  	
  C20299RA046T

  	
   

  	
   

  
	
  Oven #2

  	
   

  	
  Blodgett

  	
   

  	
  C20299RA046T

  	
   

  	
   

  
	
  Entrée Heater

  	
   

  	
  Franklin

  	
   

  	
   

  	
   

  	
   

  
	
  Grill

  	
   

  	
  Vulcan

  	
   

  	
   

  	
   

  	
   

  
	
  Soup Kettle (kitchen)

  	
   

  	
  Cleavland

  	
   

  	
   

  	
   

  	
   

  
	
  Brazier

  	
   

  	
  Groen

  	
   

  	
  NHFP-4

  	
   

  	
  N11242HOF-MS

  
	
  Fryolator (grill area)

  	
   

  	
  Pitco

  	
   

  	
  HE14-SC

  	
   

  	
  G89JC13043

  
	
  Fryolator (kitchen area)

  	
   

  	
  Pitco

  	
   

  	
  HE14-SC

  	
   

  	
  G89JC13045

  
	
  Pizza Warmer

  	
   

  	
  Hatco

  	
   

  	
  FST-2

  	
   

  	
  161508909

  
	
  Water warmer

  	
   

  	
  Hatco

  	
   

  	
  FR-9

  	
   

  	
  8553200202

  
	
  Toaster #1

  	
   

  	
  Holman

  	
   

  	
  T710

  	
   

  	
  600

  
	
  Toaster #2

  	
   

  	
  Holman

  	
   

  	
  T710H

  	
   

  	
  9255-989

  
	
  Toaster #3

  	
   

  	
  Holman

  	
   

  	
   

  	
   

  	
   

  
	
  Toaster (grill area)

  	
   

  	
  Savory

  	
   

  	
   

  	
   

  	
   

  
	
  Bread toaster

  	
   

  	
  Toastmaster

  	
   

  	
   

  	
   

  	
   

  
	
  Entrée Warmer #1

  	
   

  	
  Hussman

  	
   

  	
   

  	
   

  	
   

  
	
  Entrée Warmer #2

  	
   

  	
  Hussman

  	
   

  	
   

  	
   

  	
   

  
	
  Entrée Warmer #3

  	
   

  	
  Hussman

  	
   

  	
   

  	
   

  	
   

  
	
  Entrée Warmer #4

  	
   

  	
  Hussman

  	
   

  	
   

  	
   

  	
   

  
	
  Entrée Warmer #5

  	
   

  	
  Hussman

  	
   

  	
   

  	
   

  	
   

  
	
  Entrée Warmer #6

  	
   

  	
  Hussman

  	
   

  	
   

  	
   

  	
   

  
	
  Entrée Warmer #7

  	
   

  	
  Hussman

  	
   

  	
   

  	
   

  	
   

  
	
  Soup warmer #1 (not in use)

  	
   

  	
  Hussman

  	
   

  	
  TSCD

  	
   

  	
  11-97

  
	
  Soup warmer #2 (not in use)

  	
   

  	
  Hussman

  	
   

  	
  TSCD-12

  	
   

  	
  11-97

  
	
  Grill warmer #1

  	
   

  	
  Hussman

  	
   

  	
   

  	
   

  	
   

  
	
  Grill warmer #2

  	
   

  	
  Hussman

  	
   

  	
   

  	
   

  	
   

  
	
  Refrigerator/freezer combo (grill area)

  	
   

  	
  Traulsen

  	
   

  	
  RDT2-32NVT

  	
   

  	
  M2636307L

  
	
  Lockers

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cash registers

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Any silverware

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trays

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4 televisions

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


10

















 


EXHIBIT G


 


NON-FOREIGN
CERTIFICATE


 


Section 1445 of the Internal Revenue
Code provides that a transferee of a U.S. real property interest must withhold
tax if the transferor is a foreign person. For U.S. tax purposes (including section 1445),
the owner of a disregarded entity (which has legal title to a U.S. real
property interest under local law) will be the transferor of the property and
not the disregarded entity. To inform the transferee that withholding of
tax is not required upon the disposition of a U.S. real property interest by
Middleton Investors, LLC, a Massachusetts limited liability company, having an
address of c/o BPG Properties, Ltd., 770 Township Line Road, Suite 150,
Yardley, Pennsylvania 19067 (“Seller”), the undersigned being duly authorized
hereby certifies as to the following:


 


1.                                       Seller
is not a foreign corporation, foreign partnership, foreign trust, or foreign
estate (as those terms are defined in the Internal Revenue Code and Income Tax
Regulations);


 


2.                                       Seller is not a
disregarded entity as defined in §1.1445-2(b)(2)(iii);


 


3.                                       Seller’s
U.S. employer identification number is 20-1820843; and


 


The undersigned understands that this
Certification may be disclosed to the Internal Revenue Service and that
any false statement contained herein could be punished by fine, imprisonment or
both.


 


Under penalties of perjury, the undersigned
declares that he has examined this certification and to the best of his
knowledge and belief it is true, correct and complete.


 


	
  Date:                                                     ,
  2006

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
  MIDDLETON INVESTORS, LLC,

  
	
   

  	
  a Massachusetts limited liability company

  
	
   

  	
   

  
	
   

  	
  By: Bergen of Middleton, Inc.,

  
	
   

  	
  a Massachusetts corporation, its manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


EXHIBIT H


 


FORM TENANT
ESTOPPEL CERTIFICATE


 


TO:                            [PURCHASER]


 


PROPERTY:
35 Village Road, Middleton, Massachusetts


 


LANDLORD:
Middleton Investors, LLC


 


TENANT:


 


PREMISES:
Suite               ,
located at the Property.


 


Ladies
and Gentlemen:


 


Reference is made to that certain [Lease Agreement]
dated as of
                                  ,
between                                   ,
a                                   ,
as landlord (“Landlord”) and the Tenant, demising the Premises all as
more particularly described in the Lease (the “Premises”) as amended by                                   ,
dated                        ,
(collectively, the “Lease”). Tenant hereby represents to the Benefited
Parties (as herein defined) that the following statements are true and correct
as of the date hereof:


 


1.                                       The undersigned
is the Tenant under the Lease for space at the Premises covering                     
rentable square feet.


 


2.                                       The Lease is in
full force and effect and has not been amended, modified, supplemented or
superseded except as stated in this Certificate. There are no understandings,
contracts, agreement or commitments of any kind whatsoever with respect to the
Premises, except as expressly provided in the Lease.


 


3.                                       The expiration
date of the Lease is                     ,
subject to any rights of Tenant to extend the term as provided therein. The
base rent presently being charged is $. All rentals, charges, additional rent
and other obligations on the part of the undersigned have been paid to and
including                     ,
200     . No rental, other than for the current month,
has been paid in advance. The undersigned has accepted possession and now
occupies the Premises and is currently open for business. In addition to the
fixed minimum Base Rent, the Tenant pays its pro-rata share of real estate
taxes and operating expenses in excess of a base stop of                                         .


 


4.                                       Tenant has paid
to Landlord a security deposit in the amount of $. Tenant has no claim against
Landlord for any other security, rental, cleaning access card, key or other
deposits or any prepaid rentals.


 


2

















 


5.                                       Landlord is not
in any respect in default in the performance of the terms and provisions of the
Lease, nor does any state of facts or condition exist which, with the giving of
notice or the passage of time, or both, would result in such a default. All
conditions under the Lease to be performed by Landlord have been satisfied. Without
limiting the generality of the foregoing, all improvements to be constructed in
the Premises by Landlord have been completed to the satisfaction of Tenant and
accepted by Tenant and any tenant construction allowances have been paid in
full, and all duties of an inducement nature required of Landlord in the Lease
have been fulfilled to Tenant’s satisfaction. Tenant has no claim against
Landlord by reason of any restriction, encumbrance or defect in title of the
Premises of which Tenant has actual knowledge.


 


6.                                       There currently
is no defense, offset, lien, claim or counterclaim by or in favor of Tenant
against Landlord under the Lease or against the obligations of Tenant under the
Lease (including, without limitation, any rentals or other charges due or to
become due under the Lease) and Tenant is not contesting any such obligations,
rentals or charges. To Tenant’s knowledge, all leasing commissions due in
respect of the current term of the Lease have been paid.


 


7.                                       Tenant has no
renewal, extension or expansion option, no right of first offer or right of
first refusal and no other similar right to renew or extend the term of the
Lease or expand the property demised thereunder except as may be expressly
set forth in the Lease. Tenant has no right to lease or occupy any parking
spaces within the Property except as set forth in the Lease. Tenant is entitled
to no free rent nor any credit, offsets or deductions in rent, nor other
leasing concessions other than those specified in the Lease.


 


8.                                       Tenant is not
in any respect in default in the performance of the terms and provisions of the
Lease nor does any state of facts or condition exist which, with the giving of
notice or the passage of time, or both, would result in such a default. Without
limiting the generality of the foregoing, Tenant is current in its rental obligation
under the Lease.


 


9.                                       The undersigned
has not received notice of a prior transfer, assignment, hypothecation or
pledge by Landlord of any of Landlord’s interest in the Lease other than to the
holder of any first mortgage on the captioned property.


 


10.                                 There are no
liens recorded against the Premises with respect to work performed by or on
behalf of Tenant or materials supplied to the demised property.


 


11.                                 Tenant has not
assigned the Lease nor sublet all or any part of the Premises, except as
set forth in                             ,
dated                            .


 


3

















 


The above certifications are made to the Benefited Parties knowing that
the Benefited Parties will rely thereon in making an investment in the Premises.
For purposes hereof, the term “Benefited Parties” means the addressees
of this letter and all of the following: (a) Harvard Property Trust, LLC,
a Delaware limited liability company and its successors, assigns, and designees
(including, without limitation, any tenant in common purchasers); and (b) any
lender to which any party described in the foregoing clause (a) grants a
deed of trust, mortgage or other lien upon the Premises.


 


 


	
  Dated as of the
        day of
                      ,
             .

  
	
   

  
	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Dated:

  



 


4

















 


EXHIBIT I


 


INTENTIONALLY
DELETED


 


5

















 


EXHIBIT J


 


FORM OF
NOTICE TO TENANTS


 


                                        ,
2006


 


VIA CERTIFIED MAIL


RETURN RECEIPT REQUESTED


 


	
   

  
	
   

  
	
   

  



 


Re:                               35 Village Road,
Middleton, Massachusetts


 


Dear                                      :


 


You are hereby advised that the above
referenced property in which you are a tenant was sold and your lease was
assigned and transferred effective as of the date of this letter to                                         
(the “Buyer”). Your security deposit and advance rental, if any, has been
transferred to the Buyer, whose address is set forth below. Buyer has assumed
the obligations of landlord under your lease from and after the date of this
letter.


 


All checks for rent and other charges should be made payable to Buyer’s
agent,                                         ,
and forwarded to:


 


 


In accordance with the terms of your lease, copies of all future
notices to landlord should be sent to:


 

















 


If you have any questions or need any additional information, please
feel free to contact                                         
at [Insert Phone Number].


 


Thank you for your attention to this letter.


 


	
   

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
  MIDDLETON INVESTORS, LLC,

  
	
   

  	
  a Massachusetts limited liability company

  
	
   

  	
   

  
	
   

  	
  By: Bergen of Middleton, Inc.,

  
	
   

  	
  a Massachusetts corporation, its manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


2

















 


EXHIBIT K


 


FORM OF
NOTICE TO SERVICE PROVIDERS


 


                                        ,
2006


 


VIA CERTIFIED MAIL


RETURN RECEIPT REQUESTED


 


	
   

  
	
   

  
	
   

  



 


Re:                               35
Village Road, Middleton, Massachusetts


 


Dear Contractor:


 


This is to advise you that the above referenced property was sold to                                      
(“Buyer”). As part of the sale, your contract has been assigned to Buyer,
Buyer has assumed the obligations as owner under your contract from and after
the date of this letter, and any goods, services or utilities supplied to the
property subsequent to the date of this letter shall be for its account.


 


The above referenced property will be managed by                                                 ,
and all future invoices and correspondence and any and all notices to Buyer
should be sent to:


 

















 


Thank you for your attention to this matter.


 


 


	
   

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
  MIDDLETON INVESTORS, LLC,

  
	
   

  	
  a Massachusetts limited liability company

  
	
   

  	
   

  
	
   

  	
  By: Bergen of Middleton, Inc.,

  
	
   

  	
  a Massachusetts corporation, its manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


2

















 


EXHIBIT L


 


List of Environmental Reports


 


•                  Environmental: Phase
I Environmental Site Assessment Report dated September 1, 2004. Prepared
by National Assessment Corporation for Berwind Property Group.


 


•                  Environmental: Phase
II Environmental Site Assessment Report dated October 5, 2004. Prepared
by National Assessment Corporation for Berwind Property Group.


 


3