Exhibit 10.6


 


EXECUTION COPY


 


AGREEMENT FOR
THE SALE AND leaseback OF:


 


Haarlerbergweg
13-23


Amsterdam Zuidoost


 


31 December
2014


 


Between


 


ING Bank N.V.


 


as the Seller


 


and


 


ARC INGAMNE001, LLC


 


as the Purchaser


 


 


 




    	 



    	 



    

 


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Contents


 


	Clause	 	Page
	 	 	 
	1.	Definitions	2
	2.	Sale	5
	3.	Purchase Price	5
	4.	Transfer Tax; VAT and Costs	5
	5.	Payment purchase price	6
	6.	Settlement	6
	7.	Description of the transfer obligations	6
	8.	Transfer Date	7
	9.	Breach of payment obligation	7
	10.	Breach of transfer obligation	8
	11.	Risk, income and expenditures	8
	12.	Warranties of the Seller	9
	13.	Warranties and Representations of the Purchaser	11
	14.	Due Diligence and Limitation of Liability	11
	15.	Post-signing obligations	13
	16.	Easements, perpetual clauses, qualitative rights, etc	16
	17.	Public-law restrictions	16
	18.	Condition subsequent	16
	19.	Environmental provision	17
	20.	Security	17
	21.	Anti-speculation clause	18
	22.	Management contracts, maintenance contracts and service contracts	19
	23.	Devolution, assignment of claims	19
	24.	Damage	20
	25.	Notice of default, default, dissolution and penalty	20
	26.	Energy performance certificate	21
	27.	General conditions/ Limitation of liability Notary	21
	28.	Transferability of rights	21
	29.	General	21
	30.	No Rescission	23
	31.	Whole Agreement	23
	32.	Governing Law	23
	33.	Dispute Resolution	23


 


Annexes


 


	Annex 1  Capex Works	25
	Annex 2  Index Data Room	26
	Annex 3  CD ROM Data Room	27
	Annex 4  Deed of Transfer	28
	Annex 5  Letter Of Intent	29
	Annex 6  Master Lease Agreement	30
	Annex 7  Q&A	31
	Annex 8  General Conditions  Notary	32
	Annex 9  Principles to resemble a Master Lease	33


 




    	 



    	 



    

 


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THIS AGREEMENT is made
on 31 December 2014,


 


BETWEEN:


 


		(1)	ING Bank N.V., a public company under Dutch law (naamloze vennootschap), having its
official seat (statutaire zetel) in Amsterdam, the Netherlands, its office address at Bijlmerplein 888, 1102 MG Amsterdam
Zuidoost, and registered in the Dutch Commercial Register under number 33031431 (the Seller); and



 


		(2)	ARC INGAMNE001, LLC, a limited liability company under the laws of the State of Delaware,
the United States of America, located in Wilmington, Delaware, U.S.A., with business offices at 2711 Centerville Road, Suite 400,
19808 Wilmington, Delaware, registered under file number 5663596 (the Purchaser).



 


The parties to this Agreement
are hereinafter also collectively referred to as the Parties and each individually as a Party.


 


WHEREAS:


 


		(A)	The Seller is entitled to the Property.



 


		(B)	Reference is made to a letter of intent originally dated 4 November 2014 (as amended from time
to time), signed by Moor Park Capital Partners on behalf of American Realty Capital Global Trust, Inc. and the Seller which expresses
their intention to enter into the sale and leaseback transaction laid down in this Agreement. The Seller wishes to sell and lease
the Property back from the subsequent leaseholder on the basis of the terms and conditions laid down in the Master Lease Agreement;



 


		(C)	The Purchaser wishes to purchase the Property through a sale and purchase of the Property and lease
the Property back to the Seller. The Purchaser is aware that, on the terms set out in this Agreement:



 


		(a)	the Purchaser will purchase the Property on an “as is where is” basis, “with
all faults” and in its condition on the Transfer Date as described in this Agreement; and



 


		(b)	the Seller provides no guarantee whatsoever with respect to the Property or the Sale, unless expressly
provided otherwise in this Agreement and the Master Lease Agreement;



 


		(D)	The Seller has not yet occupied the Property. After completion of the Fit-out Works, the Seller
will occupy the ING Space in the Property. Other parts of the Property are leased out to the Tenants. As from the Closing Date,
the Purchaser will lease the Property back to the Seller on the basis of the terms and conditions laid down in the Master Lease
Agreement;



 


		(E)	The Seller will use its best efforts to arrange for the termination of the Existing Lease Agreements
or a transfer of all rights and obligations under the Existing Lease Agreements from the Purchaser to the Seller pursuant to Section
6:159 of the DCC with effect as from the Transfer Date (or as soon as reasonably possible thereafter) and the Seller will explicitly
accept those rights and obligations. For the event a Tenant does not agree with a termination of their Existing Lease Agreement
or a transfer of all rights and obligations as set forth above prior or around the Transfer Date, the Parties will work out an
agreement based on the Principles with the aim to create a situation that will bring Purchaser in a similar position as if the
Seller would have leased the entire Property on the basis of the Master Lease Agreement; and



 


		(F)	Taking the aforementioned considerations into account, the Seller and Purchaser wish to enter into
this Agreement.



 




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IT IS AGREED
as follows:


 


		1.	Definitions



 


		1.1	For the purpose of this Agreement (including its recitals), the following terms have the following
meaning:



 


Agreement
means the agreement for the sale and leaseback of the Property laid down in this agreement;


 


Annex
means an annex to this Agreement;


 


Business Day
means a day other than Saturday and Sunday on which banks are generally open for business in the Netherlands, but excluding so
called "bank holidays";


 


Capex Works
means all outstanding works to be carried out by the
Seller as described in the list of capex works, which list is attached to this Agreement as Annex 1;


 


Cisco Lease
Agreement has the meaning ascribed to such term in Clause 16;


 


Clause
means a clause of this Agreement;


 


Clients'
Account means the special account referred to in section 25 of the Dutch Notaries Act
(Wet op het notarisambt) in the name of Allen & Overy LLP Notarissen Derdengelden Kwaliteitsrekening, which account
is being kept with ABN AMRO Bank in Rotterdam under IBAN number NL16ABNA0555886999, BIC ABNANL2A;


 


Completion
means the moment on which the Deed of Transfer is executed;


 


Data Room
means the virtual data room set up by or on behalf of the Seller, containing the information
listed in the index. A copy of the index is attached to this Agreement as Annex 1. A CD-ROM
of the complete content of the Data Room is attached hereto as Annex 3;


 


Damages
means the actual amount of damages (vermogensschade) as referred to in section 6:96 subsection 1 DCC suffered or incurred
by the Purchaser in respect of (i) a breach of this Agreement or (ii) a breach of one or more of the warranties stipulated in Clause
12 of this Agreement;


 


DCC
means Dutch Civil Code (Burgerlijk Wetboek);


 


Deed of Acquisition
means the (notarial) deed of transfer by which the Seller acquired the Property, which deed was executed on the 16th
day of May 2014 before the Notary, of which a true copy was registered with the offices of the land registry on the 19th
day of May 2014 in Register Mortgages 4 in part 64359 number 66;


 


Deed of Transfer
means the deed of transfer by means of which the Property will be transferred by the Seller to
the Purchaser. A draft of the Deed of Transfer is attached to this Agreement as Annex 4;


 


Deposit Amount
means the total amount of deposits as set out in Clause 21.1;


 


Disclosed
Information means any and all information which is contained in this Agreement, the Data Room,
the Deed of Acquisition, the Vendor Due Diligence Report prepared by Allen & Overy LLP dated 17 November 2014, the Q&A,
and/or publically known via the trade register of the Dutch Chamber of Commerce or the public registers in relation to immovable
property and rights thereon, as defined in Section 8.1 of the Land Register Act (Kadasterwet)) held by the Dutch Land Registry
office;


 


Due Diligence
means the due diligence investigation carried out by and/or on behalf of the Purchaser and its advisors;


 




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Existing Lease
Agreements means the lease agreements with the Tenants as contained in the Data Room including
any annexes and riders;


 


Fit-out Works
has the meaning given to such term in Clause 15.4;


 


ING Space
means at least 24,182 square meters LFA of office space, 814 square meters LFA of archiving space and 212 parking spaces which
will be occupied by the Seller after completion of the Fit-out Works;


 


LOI
means the letter of intent dated the 4th day of November 2014, the Parties entered into in relation to the sale and
purchase of the Property, which is attached to this Agreement as Annex 5;


 


Master Lease
Agreement means the lease agreement and any annexes thereto which contains the terms and conditions
pursuant to which the Property is leased to the Seller by the Purchaser as from the Transfer Date. A final draft of such lease
agreement is attached to this Agreement as Annex 6;


 


Notary
means L.W.J. Hoppenbrouwers, associated with Allen & Overy LLP, or his deputy or associé, Apollolaan 15, 1077 AB Amsterdam
(Postal address: P.O. Box 75440, 1070 AK Amsterdam);


 


Party means
the Seller or the Purchaser;


 


Parties means
the Seller and the Purchaser;


 


Portfolio
Sale means a sale of the Property together with at least 2 other office buildings, with an aggregate
market value and against payment of a total purchase price of at least EUR 200,000,000;


 


Principles
means the document attached to this Agreement as Annex 9 which contains the arrangements
that the Parties will apply with respect to the Master Lease Agreement and Tenants, in case one or more Tenants do not agree with
a termination of their Existing Lease Agreement or a transfer of all rights and obligations under their Existing Lease Agreements
from the Purchaser to the Seller pursuant to Section 6:159 DCC prior or around the Transfer Date, which arrangements will be worked
out in greater detail and agreed upon in good faith and entered into on or before the Transfer Date (if necessary);


 


Property
means the office building with loading platforms, bridges, stairs and thermal energy storages, parking spaces and further appurtenances,
which thermal energy storages are shown as black cubes in a drawing dated 16 October 2000 with number 2000-338, held by the Seller
on perpetual lease hold (voortdurend recht van erfpacht) established on the plot of land, owned by the municipality of Amsterdam,
locally known as Haarlerbergweg 13-23, 1101 CH Amsterdam Zuidoost, registered with the offices of the land registry as municipality
Weesperkarspel, section M, number 990, measuring one hectare, ninety-two are and eighty-five
centiare (1ha, 92a, 85ca), with the rights of the leaseholder on the structures erected on the aforementioned plot of land;


 


Purchaser
means ARC INGAMNE001, LLC, aforementioned;


 


Purchase Price
means the purchase price specified in Clause 3;


 


Q&A
means the (technical, legal and commercial) questions asked by or on behalf of the Purchaser in the Data Room with regard to the
Property and the answers on these questions given by or on behalf of the Seller. The Q&A is attached to this Agreement as Annex
7;


 


RETTA
means Real Estate Transfer Tax Act (Wet op belastingen van rechtsverkeer);


 




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Remaining
Tenants means those Tenants that do not agree with a termination of their Existing Lease Agreement
or a transfer of all rights and obligations under the Existing Lease Agreements from the Purchaser to the Seller pursuant to Section
6:159 DCC prior or around the Transfer Date and each of them a Remaining Tenant;


 


Sale means
the sale and purchase agreement laid down in this Agreement;


 


Seller means
ING Bank N.V., aforementioned;


 


Seller Force
Majeure meaning (i) an exceptional event or circumstance which has a material adverse effect
on the financial industry as a whole and which is beyond the control and without the fault or negligence of the Seller or (ii)
a failure to perform as stipulated by Clause 6:75 DCC;


 


Signing Date
means the date on which this Agreement is signed by the Parties;


 


Tenant
means each of Cisco Systems International B.V., Laureate Online Education B.V., Merck Chemicals B.V., American Medical Systems
Europe B.V., Koning & Hartman B.V. and ELQ Hypotheken N.V. and Tenants means all of
them collectively;


 


Transfer Date
means the day on which the Deed of Transfer is executed before the Notary pursuant to Clause
8;


 


Transfer Tax
means real estate transfer tax (overdrachtsbelasting) levied pursuant to the RETTA;


 


VAT
means value added tax (omzetbelasting) levied pursuant to the VATA; and


 


VATA
means Value Added Tax Act 1968 (Wet op de omzetbelasting 1968).


 


		1.2	Where any of the warranties provided by the Seller are qualified by the expression "to the
best knowledge of the Seller", "as far as Seller is aware" or any similar expression, such expression shall mean
(unless otherwise specified in this Agreement) the actual knowledge of the Seller, having made reasonable inquiries with the Tenants
and the current manager of the Property.



 


		1.3	References to a person shall be construed so as to include any individual, firm, company, government,
governmental authority, tax authority, state or agency of a state or any joint venture, association, partnership (whether or not
having separate legal personality).



 


		1.4	A claim, proceeding, dispute, action, or other matter will only be deemed to have been threatened
if any written demand or statement has been made or any written notice has been given.



 


		1.5	Where any obligation is qualified or phrased by reference to use reasonable endeavours, best efforts
or wording of a similar nature, it means the efforts that a person desirous of achieving a result would use in similar circumstances
to ensure that such result is achieved as expeditiously as possible and, regard shall be had, among other factors, to (i) the price,
financial interest and other terms of the obligation; (ii) the degree of risk normally involved in achieving the expected result;
(iii) the ability of an unrelated person to influence the performance of the obligation.



 


		1.6	References to the word including shall be deemed to read including, but not limited to.



 


		1.7	Where in this Agreement a Dutch term is given in italics or in italics and in brackets after an
English term and there is any inconsistency between the Dutch and the English term, the meaning of the Dutch term shall prevail.



 


		1.8	The headings in this Agreement do not affect its interpretation.



 




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		2.	Sale



 


		2.1	On the terms and conditions laid down in this Agreement, the Seller hereby sells the Property to
the Purchaser and the Purchaser hereby purchases the Property from the Seller in its condition on the Transfer Date as described
in Clause 7.1.



 


		2.2	The sale and purchase also includes the movable property which, according to generally accepted
views, is intended to sustainably serve the Property within the meaning of Section 3:254 DCC, in so far as such movable property
does not belong to a Tenant or any other third party or parties, excluding the charging posts (elektrische laadpalen)
 in the parking garage of the Property.



 


		2.3	The Parties will not register this Agreement in the public registers referred to in Section 7:3
DCC.



 


		2.4	The Deed of Transfer will be executed before the Notary.



 


		3.	Purchase Price



 


The Purchase Price
equals an amount of EUR 88,000,000 (eighty-eight million euro), excluding any VAT (if any and without prejudice to the indemnification
in Clause 4.2) and/or Transfer Tax due thereon.


 


		4.	Transfer Tax; VAT and Costs



 


		4.1	The Seller and Purchaser both represent that, with regard to the Property, they are acting as entrepreneurs
within the meaning of the VATA.



 


		4.2	The Parties consider that the transfer of title of the Property will take place after two years
since the date on which the whole Property was first occupied (in gebruik genomen) within the meaning of the VATA and that
at Transfer Date no revision period (herzieningsperiode) within the meaning of the VATA applies in respect of the whole
Property or parts thereof. During a period of ten years after the Transfer Date, the Seller indemnifies the Purchaser for damage
in case the position in the first sentence of this Clause 4.2 should be incorrect. The limitations on liability stipulated in Clause
14 of this Agreement do not apply to this indemnification.



 


		4.3	The Parties take the position that the transfer of title of the Property qualifies as a transfer
of a going concern (overgang van het geheel of gedeelte van een algemeenheid van goederen) within the meaning of Section
37d VATA. However, should Section 37d VATA for whatever reason not be applicable, Parties take the position that the transfer is
exempt from VAT pursuant to Section 11 paragraph 1 letter a VATA and the Parties do not opt for a transfer of the Property subject
to VAT.



 


		4.4	The tax basis for the purposes of Transfer Tax can be reduced as referred to in Section 13 of the
RETTA, since Completion will occur within 36 months after the date of acquisition of the Property by the Seller on the 16th
day of May 2014 against payment of a purchase price of EUR 42,000,000 (forty-two million euro) and a tax basis for the purposes
of Transfer Tax amounting to EUR 46,908,255 (forty-six million nine hundred eight thousand two hundred and fifty-five euro).
The Purchaser will pay to the Seller the difference between the amount of Transfer Tax that would have been due without said reduction
and the amount of Transfer Tax actually due. For the avoidance of doubt, the amount of Transfer Tax (including the aforementioned
reduction) paid by the Purchaser will never be higher than the amount of Transfer Tax the Purchaser would have paid if Section
13 of the RETTA did not apply.



 


		4.5	The Transfer Tax due and the amount payable to the Seller pursuant to Clause 4.4 will be paid by
the Purchaser to the Seller in accordance with Clause 5 of this Agreement.



 


		4.6	The notarial costs and all other costs connected with the transfer and actual delivery of the Property
as well as the VAT due on those costs will be paid by the Purchaser.



 




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		4.7	The Parties shall each be responsible for all the costs of their own advisors in relation to the
preparation and implementation of this Agreement.



 


		5.	Payment purchase price



 


		5.1	The payment of the Purchase Price, the other charges, Transfer Tax, the amount payable to the Seller
pursuant to Clause 4.4 due upon signing of the Deed of Transfer, as well as the settlement of the receipts and expenses stated
by the Parties to the Notary in a timely manner, shall be made – in accordance with the completion statements of the Notary
as (pre)approved by the Parties – via the Clients' Account in such a way that the Clients' Account has been credited prior
to Completion. All payments to be made pursuant to this Agreement are to be made in euro's.



 


		5.2	The Seller stipulates, on behalf of all those creditors who at the time of registration of the
Deed of Transfer hold a mortgage over the Property or who have imposed any charge in execution against the Property, that the Notary
will pay them, via the Clients' Account, whatever sums are required to cancel their rights of mortgage or charge, but not to exceed
the amount owed by the Purchaser to the Seller.



 


		5.3	The Seller, for the amount accruing to it, and the creditors mentioned in Clause 5.2, each for
the amounts accruing to them, will not be entitled to payment of the Purchase Price until the Notary has established, by means
of a written investigation in the public registers, that the transfer has been effected in accordance with Clause 7.2 of this Agreement
and all with due observance of the applicable policy guidelines of the Notary in this respect. The Seller is aware that –
in connection with this investigation – at least one Business Day shall pass between Transfer Date and the date of payment.



 


		6.	Settlement



 


		6.1	As from Completion, the receipts and expenses in relation to the Property will be for the account
of the Purchaser. The property tax (onroerende zaakbelasting), insofar as levied in connection with the enjoyment of a right
in rem (eigenaarsgedeelte), the water board charges (waterschapsbelasting), any sewerage charges (rioolbelasting)
for the year in which the Property is transferred, and for preceding years (if applicable), have been or will be paid in full by
the Seller. These receipts and expenses for the year in which the Property is transferred will be settled between the Parties as
from the Transfer Date pro rata temporis via the Clients' Account.



 


		6.2	Insofar as no tax assessment has been imposed yet on the Transfer Date with respect to the taxes
and levies mentioned in Clause 6.1, the charge in question will be temporarily settled on a pro rata basis between Parties,
on the basis of an estimate to be determined by Parties in good faith. A final settlement will be made on either Party's request
in writing, after submitting the relevant assessment to the other Party.



 


		6.3	The Seller will take care of the settlement of the service charges under the Existing Lease Agreements
for the year in which the Property is transferred and any preceding years. These settlements of service charges shall be for the
account and risk of the Seller.



 


		7.	Description of the transfer obligations



 


		7.1	The Property will be purchased by the Purchaser from the Seller "as is, where is"
and "with all faults" in the condition the Property is in on the Transfer Date (provided that said condition has
not significantly deteriorated since the Signing Date unless agreed otherwise by the Parties), including all visible and non-visible
defects, limitations, expenses and constraints, which condition is not limited to the legal, technical, environmental, fiscal and
zoning plan status of the Property. For the avoidance of doubt, the aforementioned principle "as is, where is"
shall not apply to any material (invisible) defects which the Seller is or should reasonably be aware of but has not disclosed
to the Purchaser, taking into account that the Property has not yet been occupied by the Seller, nor to any third party claims
or liabilities currently outstanding or related to damages or personal injuries that have occurred in the period prior to the Transfer
Date. Notwithstanding the preceding sentence, any information about facts known to the Purchaser or that reasonably should have
been known to the Purchaser from its own investigation do not need to be disclosed by the Seller. Taking the aforementioned into
account, the Parties explicitly mean to exclude applicability of Sections 7:17, 7:20, 7:23 and 6:228 DCC on this Agreement and
the Deed of Transfer.



 




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		7.2	The Seller shall transfer the Property to the Purchaser:



 


		(a)	unconditional and not subject to revocation, dissolution or any cancellation whatsoever, subject
to the relevant statutory provisions; and



 


		(b)	not burdened by mortgages, attachments or registrations thereof, nor by other limited rights, obligations
to a particular title as referred to in Section 6:252 DCC (kwalitatieve verplichtingen) or other special burdens
and restrictions, except insofar as otherwise evident to the Purchaser from this Agreement, the public registers in relation to
immovable property and rights thereon, as defined in Section 8.1 of the Land Register Act (Kadasterwet), the Disclosed Information
or the condition (feitelijke staat) of the Property.



 


		7.3	If the extent or size of the Property, as reported by the Seller, is incorrect, neither of the
Parties will derive any rights from that fact.



 


		7.4	Architectural defects and other quality defects are deemed not to impede the normal use of the
Property.



 


		7.5	The Parties intend to actually transfer the Property from the Seller to the Purchaser on the Transfer
Date upon Completion in the condition the Property is in at that moment.



 


		8.	Transfer Date



 


The Property will
be transferred by the Seller to the Purchaser as soon as possible, provided that:


 


		(a)	the Purchaser has informed the Notary and the Seller of such date at least ten (10) Business Days
in advance; and



 


		(b)	Completion will occur ultimately on the 30th day of June 2015.



 


		9.	Breach of payment obligation



 


		9.1	If the Purchaser fails to cooperate to the transfer of the Property or is in default of fulfilment
of his payment obligation referred to in Clause 5.1 or is in default of fulfilment of his obligation to provide security as set
out in Clause 21, and – after the Purchaser has been given notice of default – the Purchaser's duty to cooperate with
the transfer of the Property and/or his payment obligation and/or his obligation to provide security is/are not fulfilled within
a period of 10 Business Days, the Seller may inform the Purchaser either that the Agreement has been dissolved, or that performance
is or will be claimed. If performance is claimed pursuant to Clause 9.2, the Seller is entitled to reconsider its choice and dissolve
this Agreement as long as the Purchaser is still in default under its obligation to cooperate to the transfer of the Property or
is in default of fulfilment of his payment obligation referred to in Clause 5.1 or is in default of fulfilment of his obligation
to provide security as set out in Clause 21.



 




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		9.2	If performance is claimed, then, as from the date on which the transfer of the Property or the
payment referred to in Clause 5.1 or an obligation of the Purchaser under Clause 21 was due, the Purchaser will forfeit to the
Seller, without further notice of default or judicial intervention being required and regardless of whether or not the default
is attributable, an immediately payable penalty of EUR 264,000 (two hundred sixty-four thousand euro) per calendar day equal
to 3‰ of the Purchase Price, excluding VAT, provided that the total amount of the penalty so forfeited shall not exceed
EUR 6,600,000 (six million six hundred thousand euro), excluding VAT (if any). The security provided by the Purchaser pursuant
to Clause 21 (i.e. a deposit or bank guarantee) will be used to (partly) pay the immediately payable penalty pursuant to this Clause
9.2.



 


		9.3	If the Agreement has been dissolved, in lieu of Clause 9.2, the Purchaser will forfeit to the Seller,
without further notice of default or judicial intervention being required and regardless of whether or not the default is attributable,
an immediately payable penalty of EUR 6,600,000 (six million six hundred thousand euro), excluding VAT (if any). The security
provided by the Purchaser pursuant to Clause 21 (i.e. a deposit or bank guarantee) will be used to (partly) pay the immediately
payable penalty pursuant to this Clause 9.3.



 


		9.4	Notwithstanding the provisions of Clause 9.1 up to and including 9.3, this Agreement is dissolved
if Completion has not occurred on the 30th day of June 2015, in which case the Purchaser will forfeit to the Seller, without further
notice of default or judicial intervention being required and regardless of whether or not the default is attributable, an immediately
payable penalty of EUR 6,600,000 (six million six hundred thousand euro), excluding VAT (if any).



 


		9.5	The provisions of Clause 9.1 up to and including 9.4 are in lieu of the provisions stipulated in
Clause 26.1.



 


		9.6	Any penalty paid or due by the Purchaser pursuant to this Clause 9 is deemed to be a fixed compensation
(gefixeerde schadevergoeding) for any compensation of damages due to the Seller, which penalty shall not exceed EUR 6,600,000
(six million six hundred thousand euro), and the Seller shall not be entitled to claim any further costs, penalty or compensation
whatsoever from the Purchaser.



 


		10.	Breach of transfer obligation



 


		10.1	If the Seller fails to cooperate to the transfer of the Property and – after the Seller has
been given notice of default – the Seller's duty to cooperate with the transfer of the Property is not fulfilled:



 


		(a)	within a period of 10 Business Days, the Seller, as from the date on which the transfer of the
Property was due, will forfeit to the Purchaser, an immediately payable penalty of EUR 264,000 (two hundred sixty-four thousand
euro) per calendar day equal to 3‰ of the Purchase Price, excluding VAT, provided that the total amount of the penalty so
forfeited shall not exceed EUR 6,600,000 (six million six hundred thousand euro), excluding VAT (if any); and



 


		(b)	within a period of 20 Business Days, the Purchaser may also inform the Seller that the Agreement
has been dissolved.



 


		10.2	The provisions of Clause 10.1 are in lieu of the provisions stipulated in Clause 26.1.



 


		10.3	Any penalty paid or due by the Seller is deemed to be a fixed compensation (gefixeerde schadevergoeding)
for any compensation of damages due to the Purchaser, which penalty shall not exceed EUR 6,600,000 (six million six hundred
thousand euro), and the Purchaser shall not be entitled to claim any further costs, penalty or compensation whatsoever from the
Seller.



 


		11.	Risk, income and expenditures



 


		11.1	The risk of the Property will pass on to the Purchaser upon signing of the Deed of Transfer, unless
the actual delivery takes place earlier, in which case the risk will pass on to the Purchaser by this actual delivery.



 




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		11.2	The Seller will continue the current insurance for the Property up to and including the Transfer
Date or up to and including the date on which the actual delivery takes place, whichever comes first. As from the Transfer Date,
or from the date of actual delivery, whichever comes first, the Purchaser must provide for adequate insurance for the Property.



 


		11.3	The Purchaser will not take over any insurances in respect of the Property.



 


		11.4	As from the Transfer Date or the date of actual delivery, whichever comes first, the income and
expenses concerning the Property will accrue or be charged to the Purchaser, unless provided otherwise in this Agreement.



 


		12.	Warranties of the Seller



 


		12.1	The Seller warrants (garandeert) to the Purchaser that each of the warranties included in
this Clause 12 is true, accurate and not misleading on the date on which these representations are provided as set out in this
Clause 12.



 


		12.2	The Seller warrants (garandeert) to the Purchaser that on the Transfer Date:



 


		(a)	the Seller has the right to transfer the Property; and



 


		(b)	the Property shall not be subject to any claim by a local authority and no third party is using
it without any right or title other than for the completion of the Fit-out Works and the Capex Works and related maintenance works.



 


		12.3	The Seller warrants (garandeert) that the entering into
and performance by the Seller of, and the transactions contemplated by, this Agreement do not and will not conflict with:



 


		(a)	any law or regulation applicable to it;



 


		(b)	its constitutional documents; or



 


		(c)	any agreement or instrument binding upon it or any of its assets or constitute a default or termination
event (however described) under any such agreement or instrument.



 


		12.4	The Seller warrants (garandeert) to the Purchaser that, as far as the Seller is or should
reasonably be aware, any and all material information, material documents and material "faults", relevant in respect
to the Property, including all visible and non-visible defects, limitations, expenses, and constraints, which condition is not
limited to the legal, technical, environmental, fiscal, and zoning plan status of the Property and soil pollution have been truly
and in material aspects completely disclosed to the Purchaser through the Disclosed Information, taking into account that the Property
has not yet been occupied by the Seller. Notwithstanding the preceding sentence, any information about facts known to the Purchaser
or that should have been known to the Purchaser from its own investigation do not need to be disclosed by the Seller.



 


		12.5	The Seller warrants (garandeert) that on the later of (i) the Transfer Date or (ii) the
1st day of March 2015, the regular schemes and all preventive and corrective measures to minimise, control and eliminate any risk
of Legionella in the Property are performed.



 


		12.6	The Seller represents (verklaart) and warrants (garandeert) that (subject to the
limitations set out in Clause 14), on the Signing Date and as far as the Seller is aware:



 


		(a)	no orders concerning the Property, or any part thereof, have been prescribed by the authorities
that have not yet been performed and no such orders have been announced;



 




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		(b)	there are no easements, qualitative obligations and perpetual clauses relating to the Property;



 


		(c)	no government subsidies have been applied for or granted, in which context obligations must be
fulfilled;



 


		(d)	the Seller has not received any notification as referred to in article 7.2 of the Municipalities
Preferential Rights Act (Wet voorkeursrecht gemeenten);



 


		(e)	no enforcement decisions have been announced or notified to date in respect of the Property
within the definition of article 5.18 of the Environmental Permitting General Provisions Act (Wet algemene bepalingen
omgevingsrecht);



 


		(f)	the Property is not included in an urban or village renewal plan (stads- of dorps verneuwingsplan)
or in an environmental bye-law;



 


		(g)	the permits and authorisations required to operate the thermal energy storages (WKO) have
not been withdrawn nor have the competent authorities announced the withdrawal or revision of such permits and authorisations;



 


		(h)	there are no legal proceedings, mediation and/or otherwise any proceedings on-going in relation
to the Property;



 


		(i)	there are no rights of retention affecting the Property and the technical installations;



 


		(j)	the municipality of Amsterdam has not terminated the Property nor has the Seller given notice of
termination of the Property;



 


		(k)	there are no plans to expropriate the Property or any part thereof and that the Property is not
involved in an (land) use plan;



 


		(l)	no third parties have any preferential right or option rights in respect of the Property;



 


		(m)	no contracts have been entered into by the Seller or the previous owner of the Property that will
pass on to the Purchaser by virtue of law;



 


		(n)	the Property has not been built, altered or renovated without the required permits or in violation
of such required permits; and



 


		(o)	the owner’s charges regarding the Property for 2014 are as follows:



 


		(i)	immovable property tax (onroerende zaak belasting): EUR 91,212.00 per annum;



 


		(ii)	water system levy (watersysteemheffing gebouwd): EUR 7,713.00 per annum; and



 


		(iii)	sewage (connection) charge (rioolheffing): EUR 896.00 per annum.



 


		12.7	The Seller warrants (garandeert) that:



 


		(a)	on the Signing Date and on the Transfer Date, it explicitly accepts the Master Lease Agreement
and (if necessary) the Principles;



 


		(b)	between the Signing Date and the Transfer Date, it shall comply in all material respects with any
(maintenance) obligations, contractual or non-contractual, in the normal course of business in respect of the Property; and



 




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		(c)	as of the Transfer Date, it will lease the Property, to the extent that the Property is not leased
directly to Tenants, on the terms and conditions of the Master Lease Agreement.



 


		13.	Warranties and Representations of the Purchaser



 


		13.1	The Purchaser hereby declares to the Seller that each of the representations included in this Clause
13 is true, accurate and not misleading on the Signing Date and on the Transfer Date.



 


		13.2	The Purchaser represents (verklaart) and warrants (garandeert) to the Seller that
on the Signing Date and on the Transfer Date:



 


		(a)	it explicitly accepts the burdens and restrictions set out in the Deed of Acquisition, this Agreement
and those burdens and restrictions that are specified in the public registers in relation to immovable property and rights thereon,
as defined in Section 8.1 of the Land Register Act (Kadasterwet) in relation to the Property. The Purchaser furthermore
explicitly accepts the burdens and restrictions that are or could have become apparent to the Purchaser by inspecting the aforementioned
public registers, the Disclosed Information or which are evident from the condition (feitelijke staat) of the Property;



 


		(b)	it explicitly accepts the Master Lease Agreement and (if necessary) the Principles; and



 


		(c)	as of the Transfer Date, it will lease the Property back to the Seller, to the extent that the
Property is not leased directly to Tenants, on the terms and conditions of the Master Lease Agreement.



 


		13.3	The Purchaser represents (verklaart) and warrants (garandeert)
that it will lease back to the Seller all space in the Property that is currently leased out to the Tenants pursuant to the Existing
Lease Agreements after (i) said Existing Lease Agreements have been terminated or (ii) after transfer of all rights and obligations
under the Existing Lease Agreements from the Purchaser to the Seller.



 


		13.4	The Purchaser warrants (garandeert) that the entering
into and performance by the Purchaser of, and the transactions contemplated by, the Agreement do not and will not conflict with:



 


		(a)	any law or regulation applicable to it;



 


		(b)	its constitutional documents; or



 


		(c)	any agreement or instrument binding upon it or any of its assets or constitute a default or termination
event (however described) under any such agreement or instrument.



 


		14.	Due Diligence and Limitation of Liability



 


		14.1	The Purchaser acknowledges and agrees that: 



 


		(a)	it has performed, with the assistance of professional advisors, a due diligence investigation with
respect to the Property and has had, amongst others, (i) access to the Data Room prepared by the Seller and (ii) the opportunity
to submit questions to and receive answers from the Seller on any matter that it deemed proper and necessary for the purpose of
entering into this Agreement and (iii) the opportunity to access the Property and carry out a full investigation; and



 


		(b)	during the Due Diligence, the Purchaser and its advisors have had sufficient opportunity to review
any and all information made available to them; and



 


		(c)	the Due Diligence was in a form, scope and substance to the Purchaser's satisfaction.



 




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		14.2	Notwithstanding any other provisions of this Agreement, the Seller
shall not be in breach of a warranty provided by the Seller or its transfer obligation pursuant to Clause 7 (excluding the obligation
of the Seller to transfer the title to the Property to the Purchaser) to the extent that, on the Signing Date, the Purchaser or
its advisors were or should reasonably be aware of such breach, because the facts and circumstances giving rise thereto:



 


		(i)	were known, or should reasonably have been known, to the Purchaser or its advisors because they
were disclosed in the Disclosed Information; or



 


		(ii)	were known, or should reasonably have been known, to the Purchaser or its advisors on the basis
of their knowledge of the Property obtained by their own investigation mentioned in Clause 14.1(a); or



 


		(iii)	have been disclosed in, or can reasonably be excepted from, one or more of the warranties of the
Seller themselves and/or otherwise in this Agreement and/or an Annex hereto.



 


		14.3	The Purchaser cannot hold the Seller liable for matters that:



 


		(a)	are evident from the Disclosed Information; and/or



 


		(b)	should reasonably have been known to the Purchaser as a result of the Due Diligence.



 


		14.4	In the event of a breach of a warranty provided by the Seller
in this Agreement, the Seller shall be liable to and pay to the Purchaser the Damages, on a euro for euro basis taking into account
the limitations set forth in this Clause 14.



 


		14.5	In determining the amount of Damages, loss of goodwill and any
consequential damage (gevolgschade) of the Purchaser, shall not be taken into account.



 


		14.6	A claim for Damages, after notice has been given pursuant to
Clause 26.1, shall be the sole and exclusive remedy (therewith excluding any other remedy available under the laws of the Netherlands
or any other applicable law) of the Purchaser in case of a breach of warranty.



 


		14.7	The Seller will not be liable in respect of any claim under this
Agreement unless a notice of such claim is given to the Seller in accordance with Clause 26.2:



 


		(a)	in case of any claim under Clause 12.2(a) of this Agreement, within 2 (two) years after the Transfer
Date; and



 


		(b)	in case of other claims, within 1 (one) year after the Transfer Date.



 


		14.8	The aggregate liability of the Seller under this Agreement resulting:



 


		(a)	from a claim under Clause 12.2(a) of this Agreement is limited to an amount equal to 100% of the
Purchase Price; and



 


		(b)	from a claim other than under Clause 12.2(a) of this Agreement is limited to an amount equal to
10% of the Purchase Price,



 


provided that the
aggregate liability of the Seller under this Agreement, including any penalties due by the Seller, will in any event not exceed
an amount equal to 100% of the Purchase Price.


 


		14.9	The amount of any liability of the Seller under this Agreement
shall be reduced by:



 


		(a)	the amount of any tax refund received or reasonably certain to be received by the Purchaser or
any other member of the Purchaser's group to the extent that such refund is attributable to the facts or circumstances giving rise
to the liability of the Seller; and



 




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		(b)	any amount actually received by the Purchaser under an insurance policy or from a third party,
to the extent that such amount is attributable to the facts giving rise to the claim.



 


		14.10	It is expressly agreed between the Parties that any liability
of the Seller or Purchaser is excluded in respect of a claim of the Purchaser or Seller in connection with a possible violation
or inaccuracy of a warranty or any breach of the Agreement, of which claim Parties have established that it represents a value
less than EUR 50,000, subject to such a claim not being connected to additional claims which, when considered together surpass
said amount. If (a) claim(s) of the Purchaser or Seller exceeds such value, the full amount will be paid.



 


		14.11	The limitations on liability stipulated in Clauses 14.1 through
14.3 do not apply to the warranty laid down in Clause 12.5.



 


		14.12	The limitations on liability stipulated in Clauses 14.7, 14.8,
14.9 and 14.10 do not apply to any claims arising from Seller’s obligations under Clause 15 of this Agreement. Notwithstanding
the preceding sentence, in any event, any claims arising from Seller’s obligations under Clause 15 of this Agreement will
be limited to an amount equal to 100% of the Purchase Price. In addition, the Seller will not be liable in respect of any claims
arising from Seller’s obligations under Clause 15 of this Agreement unless a notice of such claim is given to the Seller
in accordance with Clause 26.2:



 


		(a)	in case of any claim under Clause 15.1, 15.6 and 15.7 of this Agreement, within 1 (one) year after
the Transfer Date;



 


		(b)	in case of any claim under Clause 15.2, 15.3, 15.4 of this Agreement, within 5 (five) years after
the Transfer Date; and



 


		(c)	in case of any claim under Clause 15.9 and 15.10, within 1 (one) year after termination of the
Master Lease Agreement in accordance with the provisions of the Master Lease Agreement.



 


		15.	Post-signing obligations



 


Pre-completion
undertakings


 


		15.1	After the Signing Date and until the Transfer Date the Seller
shall not:



 


		(a)	grant use or rights in respect of the Property to any third parties other than (i) for the completion
of the Fit-out Works and the Capex Works and related maintenance works (ii) to Tenants, in accordance with Clause 15.9; or



 


		(b)	grant any approval or consent for sublease to a Tenant,



 


other than with
the prior written approval of the Purchaser, which approval will not be withheld on unreasonable grounds.


 


Initial occupation
of the Property by the Seller


 


		15.2	The Seller will (initially) occupy the entire ING Space and to
use its best efforts to (initially) occupy any other vacant space in the Property not in use by a Tenant on the terms and conditions
of the Master Lease Agreement on or before 1 July 2016. For the avoidance of doubt, at the aforementioned date the Seller will
(initially) occupy (at least) the ING Space. The Seller will ensure that no preferential rights of Tenants will prevent the Seller
to (initially) occupy the entire ING Space on or before 1 July 2016. Notwithstanding the preceding sentences of this Clause 15.2,
in the event of a Seller Force Majeure and after Seller has provided the Purchaser with sufficient evidence to demonstrate that
a Seller Force Majeure has occurred, the Seller’s (initial) occupation of the entire ING Space shall be delayed to a date
later than 1 July 2016, it being explicitly agreed that such date will never be later than 1 July 2017.



 




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Capex
Works


 


		15.3	The Seller will carry out the Capex Works as soon as reasonably
possible and substantially in conformity with the time lines as set out in Annex 1 and
the Seller shall provide the Purchaser with the proper certificates and guarantees (if available) from the company that has carried
out such works. The completion of the Capex Works will be at the risk and expense of the Seller.



 


Fit-out
Works


 


		15.4	The Seller commits to spending at its own risk and account (regardless
of its full occupation, or not, of the Property) in excess of EUR 20,000,000 towards non-refundable fit-out and building related
improvement works, as evidenced by the content of folder 4.11 “Tenant Fit-out” of the Data Room (the Fit-out
Works). The Fit-out Works are carried out at the Seller’s sole discretion for the initial
fit-out of the ING Space provided that any deviation from the content of folder 4.11 “Tenant Fit-out” of the Data Room
will not have a materially adverse effect on the value of the Property. The Seller will notify the Purchaser of any deviations
from the Fit-out Works as set out in folder 4.11 “Tenant Fit-out” of the Data Room.



 


		15.5	The Purchaser, in its capacity as future leaseholder of the Property
and Landlord under the Master Lease Agreement, hereby grants its approval to the Fit-out Works but shall never be held liable in
any manner whatsoever to pay any compensation to the Seller for the Fit-out Works. 



 


Principles
in respect of Remaining Tenants


 


		15.6	After the Signing Date the Seller will periodically update the
Purchaser in writing whether or not there are any Remaining Tenants. Provided that one or more Tenants have not agreed on or before
1 March 2015 to the termination of their Existing Lease Agreements or a transfer of all rights and obligations under their Existing
Lease Agreements from the Purchaser to the Seller pursuant to Section 6:159 of the DCC with effect as from the Transfer Date, the
Parties will work out in good faith the required agreement(s) with respect to Remaining Tenants based on the terms and conditions
set forth in the Principles. The Seller will provide the Purchaser ultimately on or before 10 March 2015 with a first draft of
such required agreement(s) with respect to Remaining Tenants. Parties will use best efforts to agree in good faith on the required
agreement(s) with respect to Remaining Tenants on or before 31 March 2015.



 


		15.7	Provided that one or more Tenants have not agreed before Transfer
Date to the termination of their Existing Lease Agreements or a transfer of all rights and obligations under their Existing Lease
Agreements from the Purchaser to the Seller pursuant to Section 6:159 of the DCC, the Parties will ultimately on the Transfer Date
execute the necessary agreement(s) with respect any Remaining Tenants and make the necessary amendments to the Master Lease Agreement.
The Parties shall as per the Transfer Date be bound to and observe the rights and obligations set forth in the Principles, but
only to the extent such rights and obligations have not been replaced by an agreement between the Parties in which these Principles
will be worked out in greater detail (if necessary), unless explicitly agreed otherwise in writing.



 


		15.8	The current draft of the Master Lease Agreement is based on the
assumption that all Tenants will agree to a termination of their Existing Lease Agreement or a transfer of all rights and obligations
under their Existing Lease Agreements from the Purchaser to the Seller pursuant to Section 6:159 DCC prior or around the Transfer
Date. In the event that one or more Tenants do not agree with such termination or a transfer of all rights and obligations, the
Master Lease Agreement will be amended in accordance with the arrangements set out in the Principles and as further agreed in good
faith between the Parties before the Transfer Date.



 




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No amendments
to Existing Lease Agreements


 


		15.9	After
the Signing Date and until the Transfer Date and for the duration of the Master Lease Agreement, but only as long as more than
35% of the Property is rented out to Tenants, the Seller shall not, without the prior written approval of the Purchaser, make any
material amendments or otherwise change any of the Existing Lease Agreements other than:



 


		(a)	the (partial) termination of an Existing Lease Agreement;



 


		(b)	the transfer of all rights and obligations under any Existing Lease Agreement from the Purchaser
to the Seller;



 


		(c)	the relocation of a Tenant within the Property, provided that the total number of square meters
of leased space used by Tenants will not be extended by more than 1,000 square meters as a result of such relocations;



 


		(d)	an amendment of the services provided to a Tenant under such Existing Lease Agreement, provided
that no further services are agreed that (i) will continue after termination of the Master Lease Agreement or (ii) cannot be charged
to such Tenant; and



 


		(e)	granting any incentives to a Tenant, provided that such incentives are not connected to the extension
of an Existing Lease Agreement and in any event will remain for the risk and account of the Seller.



 


		15.10	After
the Signing Date and until the Transfer Date and for the duration of the Master Lease Agreement, but only as long as more than
35% of the Property is rented out (i) by the Seller to subtenants (including Tenants) in accordance with the waiver in Clause 8.5
of the Master Lease Agreement and (ii) to Remaining Tenants, the prior approval of the Purchaser is required if and when the Seller
intends to lease additional spaces to a Tenant within the Property that have become vacant due to a (partial) termination by another
Tenant, provided that the total number of square meters LFA used by Tenants will not increase. This approval shall not be withheld
on unreasonable grounds. The Purchaser will respond within one week after the written request by the Seller has been submitted,
provided that all relevant information has been provided to the Purchaser (including any draft lease proposal). If and when the
Purchaser has not responded within that timeframe, the request will be deemed to have been accepted. 



 


		16.	Cisco Lease Agreement



 


		16.1	The Purchaser represents (verklaart) and warrants (garandeert)
that, in connection with the arrangement for transfer of all or part of the rights and obligations under the Existing Lease Agreements
agreed between Cisco Systems International B.V. and ING Bank N.V. (main lease office, parking etcetera and an additional lease
of 150 parking places, if and to the extent still applicable at the time) (the Cisco Lease Agreement)
from the Purchaser to the Seller pursuant to article 6:159 of the Dutch Civil Code ("contractsoverneming") after
the Transfer Date, it accepts that it will respect and take over such lease agreements if, for whatever reason, the Master Lease
Agreement with the Purchaser (or its legal successors) terminates before the aforementioned Existing Lease Agreements agreed between
Cisco Systems International B.V. and the Seller. This obligation will be laid down as a perpetual clause in the Deed of Transfer.



 


		16.2	If at the time of termination of the Master Lease Agreement due
to a termination by the Purchaser in accordance with the provisions of the Master Lease Agreement resulting from a default of the
Seller, the Cisco Lease Agreement has not been terminated, the Seller will, at its own risk and expense, arrange for termination
of the Cisco Lease Agreement as per the termination date of the Master Lease Agreement.



 




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		16.3	If the Cisco Lease Agreement has not been terminated at the time
of termination of the Master Lease Agreement in accordance with the provisions of the Master Lease Agreement resulting from a default
of the Purchaser, the Seller will not be obliged to terminate the Cisco Lease Agreement nor compensate the Purchaser for any costs
or damages. Any prepaid rent and service charges collected by the Seller from Cisco Systems International B.V. during the year
of termination of the Master Lease Agreement minus any expenses connected with such services will be transferred to the Purchaser
as soon as reasonably possible. For the avoidance of doubt, the Seller will not have the obligation in such case to settle the
service charges under the Cisco Lease Agreement for the year in which the Master Lease Agreement is terminated.



 


		17.	Easements, perpetual clauses, qualitative rights, etc



 


		17.1	The entitlement to the Property is transferred with all current easements, both for the benefit
and at the expense of the Property, as well as all current other restricted rights and perpetual clauses, as well as all current
qualitative rights and obligations.



 


		17.2	Save for rights of pledge or rights of mortgage, the Seller does not warrant the absence of restricted
rights, qualitative obligations and/or other special charges and restrictions in respect of the Property. Any such risk is at the
expense of the Purchaser, who acknowledges and accepts this but only insofar such restricted rights, qualitative obligations and/or
other special charges and restrictions are or should have become apparent to the Purchaser through the Disclosed Information or
which are evident from the condition (feitelijke staat) of the Property.



 


		17.3	In so far as any perpetual clauses are in effect in relation to the Property these will be imposed
upon the Purchaser in the Deed of Transfer and accepted by the Seller for the benefit of the interested third party or parties.



 


		18.	Public-law restrictions



 


The Seller is not
aware of any other decisions as referred to in Section 2 of the Dutch Immovable Property (Disclosure of Restrictions under Public
Law) Act (Wet kenbaarheid publiekrechtelijke beperkingen onroerende zaken) than those that in relation to the Property may
have been registered in the public registers in relation to immovable property and rights thereon, as defined in Section 8.1 of
the Land Register Act (Kadasterwet). The Seller cannot be held liable for the existence of any public-law restrictions.
Any such risk will be at the expense of the Purchaser, who acknowledges and accepts this.


 


		19.	Condition subsequent



 


		19.1	The Sale will be terminated if the Seller is not free to deliver title to the Property on the Transfer
Date because there is an obligation to offer the Property for sale to the municipality, the province or the State of the Netherlands
pursuant to the Municipalities (Preferential Rights) Act (Wet voorkeursrecht gemeenten).



 


If this condition
subsequent is fulfilled, it will operate retroactively as between the Parties to the date when the Sale was concluded.


 


		19.2	None of the Parties is obliged to make any payment to the other Party nor can a Party claim any
damages, compensation or costs from the other Party resulting from the termination of the Sale of the Property in accordance with
this Clause 19.



 




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		20.	Environmental provision



 


		20.1	The Seller hereby expressly excludes any liability for the presence of contamination (as described
below), asbestos-containing or other hazardous substances that threaten to endanger the environment and/or public health. The presence
and possible consequences thereof are for the account and risk of the Purchaser. The Purchaser declares it will not exercise any
action vis-à-vis the Seller in respect of the presence of the aforementioned asbestos-containing or other hazardous substances
and any contamination that is presently or at any other time in, at or on the Property, the ground belonging to it and/or the groundwater,
in any form, except insofar it concerns third party claims or liabilities currently outstanding or related to damages or personal
injuries that have occurred in the period prior to the Transfer Date.



 


		20.2	With due observance of the provisions of Clause 20.1, the Purchaser accepts the environmental state
of the Property, which in this Clause 20 always includes the land belonging to the Property, the groundwater, air and the possible
presence of asbestos-containing or other hazardous substances and underground tanks as well as all possible consequences (also
for the surrounding area) thereof in the broadest sense of the word, except insofar it concerns third party claims or liabilities
currently outstanding or related to damages or personal injuries that have occurred in the period prior to the Transfer Date.



 


		20.3	In the Deed of Transfer the Purchaser will accept the environmental state of the Property and will
also in the broadest sense of the word expressly accept all possible consequences (also for the surrounding area of the Property)
of this environmental state and establish that this state does not prevent the intended use of the Property and that will not exercise
any action vis-à-vis the Seller in respect of the presence of the aforementioned asbestos-containing or other hazardous
substances and any contamination that is presently or at any other time in, at or on the Property, the ground belonging to it and/or
the groundwater, in any form, except insofar it concerns third party claims or liabilities currently outstanding or related to
damages or personal injuries that have occurred in the period prior to the Transfer Date.



 


		21.	Security



 


		21.1	As security for the payment of the Purchase Price and the performance of its other obligations
pursuant to this Agreement, the Purchaser shall make the following deposit payments into the Clients' Account:



 


		(a)	on or before the Signing Date: an amount equal to 2.5% of the Purchase Price; and



 


		(b)	ultimately on 31 March 2015: a further amount of 2.5% of the Purchase Price, resulting in a total
deposit amount equal to 5% of the Purchase Price; and



 


		(c)	ultimately on 31 May 2015: a further amount of 2.5% of the Purchase Price, resulting in a total
deposit amount equal to 7.5% of the Purchase Price.



 


		21.2	Any interest received by the Notary on such Deposit Amount shall be paid via the Clients’
Account to the Purchaser on the Transfer Date. The Notary shall forthwith confirm in writing to the Seller and the Purchaser that
a payment of the Deposit Amount has been received in accordance with Clause 21.1.



 


		21.3	After the signing of the Deed of Transfer, in so far as not previously payable to the Seller, the
Deposit Amount shall be used for the payment of the Purchase Price and the costs and taxes owed by the Purchaser on the basis of
the provisions of this Agreement and in conformity with the completion statement of the Notary.



 


		21.4	After the payment of the Purchase Price to the Seller, the Notary shall pay to the Purchaser the
part of the Deposit Amount (including received by the Notary on such Deposit Amount) not paid to the Seller, in so far as these
amounts are not necessary to pay the costs and taxes owed by the Purchaser.



 




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		21.5	Instead of paying the aforementioned Deposit Amount, the Purchaser may provide a bank guarantee
which meets the following conditions:



 


		(a)	be issued by a bank within the meaning of Section 1:1 of the Financial Supervision Act (Wet
op het financieel toezicht) which is registered with the Dutch Central Bank (De Nederlandsche Bank);



 


		(b)	be at all times at least equal to the Deposit Amount;



 


		(c)	be unconditional and irrevocable and may not contain any reservation in any way whatsoever;



 


		(d)	be valid up to at least one (1) month after the 30th day of June 2015. If the Parties
agree to delay Completion to a later date, the bank guarantee must be extended accordingly; and



 


		(e)	provide that the amount will be paid at the Notary’s first demand, without stating any reasons,
by means of transfer to the Clients' Account.



 


The bank guarantee
will expire (i) when the term has lapsed for which it was issued, or (ii) if the Notary informs the issuing bank that the bank
guarantee can be cancelled.


 


		21.6	The security provided pursuant to this Clause 21 (i.e. a deposit paid by the Purchaser as set out
in Clause 21.1 or a bank guarantee provided by the Purchaser as set out in Clause 21.5) will be held by the Notary and shall only
be used for payment of the Purchase Price in accordance with Clause 21.2 or for payment of the amounts of immediately payable penalties
pursuant to Clause 9.2, Clause 9.3 and Clause 9.4 respectively.



 


		21.7	Payment of (parts of) the Deposit Amount to the Seller – if not used for payment of the Purchase
Price – will only take place in case the Purchaser forfeits any penalties in accordance with Clause 9. The Purchaser will
have the right to institute legal proceedings against the Seller to establish the final indebtedness towards the Seller and to
reclaim any amount unduly paid, but this will not affect any preliminary payment to be made by the Notary to the Seller nor will
the Purchaser request for an attachment (beslag) on the Clients' Account in such case. If the Seller demands that this Agreement
is performed pursuant to Clause 9.2, the foregoing shall (always) only apply to that portion of the security deposit which the
Purchaser must pay by way of the daily penalty referred to in Clause 9.2.



 


		21.8	The Notary shall return the security provided pursuant to this Clause 21 (i.e. a deposit paid by
the Purchaser as set out in Clause 21.1 or a bank guarantee provided by the Purchaser as set out in Clause 21.5) to the Purchaser
if this Agreement is terminated pursuant to Clause 10.1(b).



 


		21.9	If both Parties fail in the performance of their obligations, or if the Notary (acting entirely
impartially in making its decision) is unable to decide which of the Parties is in default, the Notary shall retain the security
provided pursuant to this Clause 21 – subject to unanimous payment instructions of both Parties – until it has been
decided by a final and deciding judgment to whom he must pay (such part of) the Deposit Amount or the amount received under the
bank guarantee.



 


		22.	Anti-speculation clause



 


		22.1	The Purchaser is not allowed to sell or transfer the Property to a third party, encumber the Property
with limited rights (beperkte rechten) other than rights of mortgage (hypotheekrecht) or pledge (pandrecht)
or transfer the beneficial title (economische eigendom) to a third party within 6 months and 1 day after the
Transfer Date.



 


		22.2	A ‘transfer of the Property’ as referred to in Clause 22.1 also includes a transfer
or transition under general title (overgang onder algemene titel) of shares, the transfer of voting rights on shares, obtaining
shares through issuance or (in any other way) obtaining control over the activities of the Purchaser by a third party, in accordance
with the SER merger resolution 2000 (SER-besluit fusie-gedragsregels 2000).



 




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		22.3	In case of a (partial) breach of the obligations set out in this Clause 22, the Purchaser will
forfeit to the Seller, without further notice of default or judicial intervention being required and regardless of whether or not
the default is attributable, an immediately payable penalty equal to 15% of the Purchase Price.



 


		22.4	This Clause 22.1 shall not apply in case of:



 


		(a)	an initial public offering; or



 


		(b)	a Portfolio Sale; or



 


		(c)	an internal (direct or indirect) sale and/or transfer of the holding company of the Purchaser or
one of its affiliated companies, provided that no third party will obtain (direct or indirect) control over the Purchaser or (a
part of) its activities.



 


		22.5	The Seller may, at its sole discretion, waive the obligations set out in this Clause 22. Such waiver
will only be granted in writing. The Seller is entitled to attach conditions to such waiver.



 


		23.	Management contracts, maintenance contracts and service contracts



 


		23.1	The Seller will terminate at its own risk and account all existing management contracts, service
contracts and other running (maintenance) contracts regarding the Property as of the Transfer Date, insofar as these contracts,
at the sole discretion of the Seller, are rendered superfluous in connection with the Master Lease Agreement and/or the Principles,
unless agreed otherwise between the Seller and the Purchaser.



 


		23.2	The originals, to the extent available, of: (i) the documents provided in the Data Room, except
for any documents relating to Tenants, (ii) all architectural drawings, the drawings with respect to the technical systems, the
permits regarding the (re)construction of the Property well as the guarantee certificates; (iii) all original guarantee statements
and maintenance manuals applicable to the Property to the extent that they are of relevance to the Purchaser will be kept in a
room designated for that purpose on the Property for as long as reasonably necessary (i.e. as long as the Seller will reasonably
require such documents to perform its maintenance obligations under the Master Lease Agreement). The Purchaser will grant the Seller
access to the documents mentioned in the preceding sentence or, alternatively, it may choose to forthwith provide the Seller with
copies of such documents.



 


		24.	Devolution, assignment of claims



 


		24.1	On the Transfer Date the Seller will, by means of execution of
the Deed of Transfer, transfer to the Purchaser all rights of indemnity, claims, contracts, available guarantees and all other
rights with regard to the Property which the Seller may now or at any time enforce against its legal predecessors and/or any other
third parties, including the builder(s), the contractor(s), the subcontractor(s), the installer(s) and/or the supplier(s), insofar
as these rights and claims do not pass to the Purchaser by operation of law as rights attached to a certain capacity within the
meaning of Section 6:251 DCC and to the extent that such arrangements or provisions are transferable.



 


		24.2	In so far as required under public law, permits regarding the
Property shall be transferred to the Purchaser after the Transfer Date at Purchaser’s first request. If a change of the registration
of such permit is desired or demanded, the Seller shall cooperate on Purchaser’s first request, with the relevant change
of the registration in order to carry out the aforementioned transfer of rights or change of registration.



 




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		24.3	The Seller undertakes to provide the Purchaser in a timely manner
with any relevant details which relate to the aforementioned rights and/or claims. The Purchaser will not be authorised until after
the transfer of the Property to effectuate the transfer of the rights and/or claims concerned by notifying the relevant persons,
entities or governmental bodies against whom these rights may be exercised.



 


		24.4	In so far as any of the aforementioned claims and/or rights concerned
are not transferrable, the Seller hereby irrevocably authorises the Purchaser, subject to the fulfilment of the condition precedent
of the transfer of the Property by means of execution of the Deed of Transfer and unless agreed otherwise in the Master Lease Agreement,
to exercise the said non-transferrable claims and/or rights in the Seller’s name, nonetheless at the risk and expense of
the Purchaser.



 


		25.	Damage



 


		25.1	If the Property is destroyed in whole or in part by other causes
than through the actions of the Purchaser after Signing Date but before the moment of passing of the risk of the Property, the
Seller is obliged to inform the Purchaser of this without delay and this Agreement will be dissolved by operation of law, unless
within eight weeks after this has occurred, but in any case before the Transfer Date:



 


		(a)	the Purchaser still demands performance of this Agreement, in which case the Seller will transfer
to the Purchaser the Property in its then existing state, as well as - without any special consideration in addition to the Purchase
Price - all rights that the Seller may enforce in respect of said damage under an insurance or on any other ground vis-à-vis
third parties; or



 


		(b)	the Seller declares that it will repair the damage at its own expense before the Transfer Date
or, if this is a later date, within eight weeks after the damage has occurred. If the aforementioned eight weeks period applies,
the legal transfer will in that case - if necessary - be postponed until ultimately the day following the day on which such eight-week
period has expired without any special consideration in addition to the Purchase Price. If the damage has not been repaired up
to the state on the Signing Date and in accordance with the standards of professional and good workmanship, including regular wear
and tear, within the stated term, the Purchaser will have the right to still dissolve this Agreement, provided in writing with
acknowledgement of receipt and within eight days after expiry of the stated term. If the Purchaser does not exercise this right,
the legal transfer will be postponed until the damage has been properly repaired and the Seller in such case has the obligation
to fully compensate the Damages suffered by the Purchaser due to the postponement of the legal transfer.



 


		25.2	The Seller will be obliged to ensure that the Property shall be adequately insured until 24.00
hours at the Transfer Date.



 


		26.	Notice of default, default, dissolution and penalty



 


		26.1	Unless stated otherwise, in the event of a breach of the provisions of this Agreement by a Party,
that Party shall, after a notice as set out in Clause 26.2 is given and subject to the provisions of the Agreement and unless performance
(nakoming) is claimed in said notice, compensate the other Party for the damages as referred to in Section 6:96 DCC incurred
by the other Party as a direct result of such breach, taking into account the provisions and limitations agreed upon in Clause
14.



 




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		26.2	In case of a breach of either Party, the other Party shall send a notice of such breach by registered
letter or by bailiff's notification and, unless performance (nakoming) is claimed in said notice, a 5 Business Day period
should be given to remedy the breach, taking into account the provisions and limitations agreed upon in Clause 14. The Parties
waive the right to dissolve this Agreement in case of a breach, unless a dissolution right is explicitly granted to a Party in
this Agreement.



 


		26.3	In the event of a breach of this Agreement remedy for the Purchaser shall be a claim for damages
or specific performance (nakoming), unless explicitly stated otherwise in this Agreement.



 


		26.4	Any penalty paid or due by a Party is deemed to be a fixed compensation (gefixeerde schadevergoeding)
for any compensation of damages due to the other Party.



 


		27.	Energy performance certificate



 


		27.1	No energy performance certificate will be drawn up for the Property, which is expressly accepted
by the Purchaser. The Purchaser agrees that upon signing the Deed of Transfer no energy performance certificate or equivalent document
as referred to in the Dutch Energy Performance Buildings Decree (Besluit energieprestatie gebouwen) will be delivered to
it. The Purchaser accepts the risks and consequences of this. The Purchaser indemnifies the Seller from any demand or claim in
this respect. According to the website of Rijksdienst voor Ondernemend Nederland the Property has an energy label A, which
will be valid until 27 September 2020.



 


		27.2	The Purchaser declares that (an associate of) the Notary has pointed out the consequences relating
to the absence of said energy performance certificate and indemnifies (the associates of) the Notary from any demand and/or claim
in this respect.



 


		28.	General conditions/ Limitation of liability Notary



 


		28.1	The services to be rendered by the Notary are governed by the general conditions applied by the
Notary, which contain a limitation of liability.



 


		28.2	A copy of these general conditions will be attached to this Agreement as Annex 8.



 


		28.3	The Purchaser declares that it is aware that the Notary is a representative of Allen & Overy
LLP, which acts as the external legal advisor of the Seller. With reference to the provisions of the Code of Conduct (Verordening
Beroeps- en Gedragsregels) as determined by the general meeting of the Royal Notarial Association (Koninklijke Notariële
Beroepsorganisatie), the Purchaser explicitly declares that it consents to the fact that the Seller will be assisted by Allen
& Overy LLP in all cases connected with the Agreement or to a related document and all potential conflicts arising there from.



 


		29.	Transferability of rights



 


The Parties are
not allowed to assign or otherwise transfer any Party's rights under this Agreement without prior approval of the other Party.


 


		30.	General



 


		30.1	Each of the obligations, warranties and undertakings set out in this Agreement (excluding any obligation
which is fully performed at Completion) shall continue to be in force after Completion and shall not be affected by the waiver
of any condition or notice given by the Purchaser in respect of any condition.



 


		30.2	This Agreement may be executed in any number of counterparts. This has the same effect as if the
signatures on the counterparts were on a single copy of this Agreement.



 


		30.3	Except as expressly stated in this Agreement, the terms of this Agreement may be enforced only
by a Party to this Agreement or a Party's permitted assigns or successors. In the event any third party stipulation (derdenbeding)
contained in this Agreement is accepted by any third party, such third party will not become a party to this Agreement.



 




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		30.4	If (i) a claim by the Purchaser for any breach or alleged breach of any of the warranties provided
by the Seller or any other obligations of the Seller under this Agreement arises as a result of any actions or negligence of a
third party or in connection with a liability or alleged liability to a third party (a Third Party Liability) and (ii) the
Seller shall be obliged to compensate the Purchaser against any damages, liabilities, charges, costs or expenses that it may incur
in relation to the Third Party Liability, then:



 


		(a)	the Seller may elect, for its own risk and account, to assume the conduct of any defence against
such Third Party Liability, provided that the Seller shall at all times keeps the Purchaser promptly informed of all progress relating
to the Third Party Liability and provide the Purchaser promptly with copies of all relevant documents and information;



 


		(b)	the Purchaser shall keep the Seller informed in writing of the progress of the Third Party Liability;



 


		(c)	the Seller shall consult with the Purchaser in relation to the conduct of any appeal, dispute,
compromise or defence of the Third Party Liability; and



 


		(d)	the Purchaser shall procure that it makes available to the Seller such persons and all such information
as the Seller may reasonably require for assessing the Third Party Liability.



 


		30.5	For the avoidance of doubt, the conduct of any defence against a Third Party Liability as set out
in this Clause 30.4 will not defer the payment of any compensation to the Purchaser arising as a result of a breach of this Agreement
and the Seller shall indemnify the Purchaser for any liabilities, charges, costs and/or expenses incurred by the Purchaser in connection
with the conduct of any defence against a Third Party Liability, provided that such costs and/or expenses will not exceed an amount
equal to 15% of the claimed compensation resulting from the Third Party Liability.



 


		30.6	The time limits referred to in this Agreement are governed by the Dutch Time Limits Act (Algemene
termijnenwet).



 


		30.7	By co-signing this Agreement, the Notary declares to assume the obligations arising from this Agreement
and to accept the powers conferred on him.



 


		30.8	If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable
in any respect under the law of any jurisdiction, this shall not affect or impair:



 


		(a)	the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement;
or



 


		(b)	the legality, validity or enforceability under the law of any other jurisdiction of that or any
other provision of this Agreement.



 


		30.9	The Parties agree to keep the contents of this Agreement (including its Annexes) confidential and
agree not to disclose any information regarding this Agreement to any third party, other than to their advisors, except insofar
as a Party is obliged to do so by law or by court order.



 


		30.10	The Parties furthermore agree that any press release in relation to the sale and purchase of the
Property by the Purchaser requires the prior written approval of both Parties. Any press releases in relation to this Agreement
should be mutually agreed between the Parties, before being made public. The Parties will make sure that their advisors will also
observe the provisions of the Clauses 30.9 and 30.10.



 




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		31.	No Rescission



 


To the extent permitted
by law and without prejudice to a dissolution right that is explicitly granted to a Party under this Agreement, the Parties waive
their rights, if any, to (i) in whole or in part annul, rescind or dissolve (gehele dan wel partiële ontbinding en vernietiging)
this Agreement, and (ii) invoke section 6:228 DCC in the sense that an error (dwaling) shall remain for the risk and account
of the Party in error as referred to in section 6:228, subsection 2 DCC. The rights of the Purchaser arising out of the provisions
under Title 1 of Book 7 DCC are hereby expressly excluded (to the extent these provisions do not contain mandatory law).


 


		32.	Whole Agreement



 


		32.1	This Agreement contains the whole agreement between the Parties relating to the sale of the Property
by the Seller to the Purchaser and supersedes all previous agreements, whether oral or in writing, between the Parties relating
to the sale of the Property by the Seller to the Purchaser.



 


		32.2	If and to the extent the laws of any jurisdiction provide for more protection to the Purchaser
in addition to the provisions in this Agreement (such as additional rights exercisable vis-à-vis the Seller or implied representations
and warranties in addition to warranties provided by the Seller), the Purchaser hereby excludes or (if incapable of exclusion)
irrevocably waives (afstand van recht) the right to invoke this additional protection, and the Seller hereby accepts such
waiver.



 


		32.3	This Agreement may only be amended and any provision hereof may only be waived in writing, where
such amendment or waiver is signed by all Parties.



 


		33.	Governing Law



 


		33.1	This Agreement (including, for the avoidance of doubt, Clause 34) and any contractual or non-contractual
obligations arising out of or in connection to it, is governed by and shall be construed in accordance with the laws of the Netherlands.



 


		33.2	Any power of attorney or other document executed in connection with this Agreement or the transactions
provided for in this Agreement will be governed by and construed in accordance with the laws of the Netherlands.



 


		34.	Dispute Resolution



 


		34.1	The Parties irrevocably agree that the courts of Amsterdam, the Netherlands, are to have exclusive
jurisdiction to settle any dispute which may arise out of or in connection with this Agreement (including any dispute as to the
validity of this Agreement) and that accordingly, any proceedings arising out of or in connection with this Agreement shall be
brought in such courts. Each of the Parties irrevocably submits to the jurisdiction of such courts and waives any objection to
proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.



 


		34.2	Clause 34.1 shall also apply to disputes arising out of or in connection with agreements which
are connected with this Agreement, unless the relevant agreement expressly provides otherwise.



 


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Signatories


 


This Agreement has been signed
by the parties (or their duly authorised representatives) on the date stated at the beginning of this Agreement.


 


	SIGNED by:	)
	For and on behalf of 	)
	the Seller	)
	 	 
	SIGNED by:	)
	For and on behalf of 	)
	the Purchaser	)
	 	 
	SIGNED by: 	)
	the Notary	)
	(solely in connection with Clause 30.7)


 




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Annex
1


 


Capex Works


 




    	25



    	 



    

 


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Annex
2


 


Index Data Room


 




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Annex
3


 


CD ROM Data
Room


 




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Annex
4


 


Deed of Transfer


 




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Annex
5


 


Letter Of Intent


 




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Annex
6


 


Master Lease
Agreement


 




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Annex
7


 


Q&A


 




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Annex
8


 


General Conditions
Notary


 




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Annex
9


 


Principles to
resemble a Master Lease


 




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