Exhibit 10.8 Purchase and Sale (1)






EXHIBIT 10.8
















SALE AGREEMENT


By and Between


American Service Insurance Company, Inc., an Illinois corporation


(Seller)


and


150 Northwest Point LLC,
a Delaware limited liability company


(Purchaser)











TABLE OF CONTENTS
	
					
	ARTICLE I
	PURCHASE AND SALE
	1
	


	1.1
	

	Agreement of Purchase  and Sale
	1
	


	1.2
	

	Payment of Purchase  Price
	2
	


	1.3
	

	Deposit
	2
	


	1.4
	

	Earnest Money  Provisions
	2
	


	1.5
	

	Independent Contract  Consideration
	3
	


	 
	 
	 

	ARTICLE II
	TITLE AND SURVEY: ASIC LEASE
	3
	


	2.1
	

	Title Commitment
	3
	


	2.2
	

	Title Examination
	4
	


	2.3
	

	Pre Closing  "Gap" Title Defects
	5
	


	2.4
	

	Permitted  Exceptions
	5
	


	2.5
	

	ASIC Lease
	6
	


	 
	 
	 

	ARTICLE III
	REVIEW OF PROPERTY
	6
	


	3.1
	

	Right of Inspection
	6
	


	3.2
	

	Right of Termination
	7
	


	 
	 
	 

	ARTICLE IV
	CLOSING
	8
	


	4.1
	

	Time and Place
	8
	


	4.2
	

	Seller's Obligations at Closing
	8
	


	4.3
	

	Purchaser's Obligations at Closing
	9
	


	4.4
	

	Credits  and Prorations
	10
	


	4.5
	

	Transaction Taxes  and Closing  Costs
	14
	


	4.6
	

	Conditions Precedent to Obligation of Purchaser 
	14
	


	4.7
	

	Conditions Precedent to Obligation of Seller
	15
	


	 
	 
	 

	ARTICLE V
	REPRESENTATIONS, WARRANTIES AND COVENANTS
	16
	


	5.1
	

	Representations and Warranties of Seller
	16
	


	5.2
	

	Knowledge Defined
	18
	


	5.3
	

	Covenants of Seller
	19
	


	5.4
	

	Representations and Warranties of Purchaser
	21
	


	5.5
	

	Purchaser's Knowledge Defined
	22
	


	5.6
	

	Survival of Purchaser's Representations and Warranties
	22
	


	 
	 
	 

	ARTICLE VI
	DEFAULT
	23
	


	6.1
	

	Default  by Purchaser 
	23
	


	6.2
	

	Default  by Seller
	23
	


	6.3
	

	Recoverable Damages
	23
	


	 
	 
	 

	ARTICLE VII
	RISK OF LOSS
	24
	


	7.1
	

	Minor Damage
	24
	


	7.2
	

	Major Damage
	24
	


	7.3
	

	Definition of "Major" Loss or Damage
	24
	














	
					
	ARTICLE VIII
	BROKERAGE AND INDEMNIFICATION
	25
	


	8.1
	

	Brokerage Commissions
	25
	


	 
	 
	 

	ARTICLE IX
	DISCLAIMERS AND WAIVERS
	25
	


	9.1
	

	No Reliance on Documents
	25
	


	9.2
	

	AS IS SALE; DISCLAIMERS
	25
	


	9.3
	

	Survival of Disclaimers
	27
	


	 
	 
	 

	ARTICLE X
	MISCELLANEOUS
	27
	


	10.1
	

	Confidentiality
	27
	


	10.2
	

	Public Disclosure
	27
	


	10.3
	

	Assignment
	27
	


	10.4
	

	Notices
	28
	


	10.5
	

	Modifications
	29
	


	10.6
	

	Entire Agreement
	29
	


	10.7
	

	Further Assurances
	29
	


	10.8
	

	Counterparts
	29
	


	10.9
	

	Facsimile Signatures
	29
	


	10.10
	

	Severability
	29
	


	10.11
	

	Applicable Law
	29
	


	10.12
	

	No Third Party Beneficiary
	30
	


	10.13
	

	Captions
	30
	


	10.14
	

	Construction
	30
	


	10.15
	

	Recordation
	30
	


	10.16
	

	Attorneys' Fees and Costs
	30
	


	10.17
	

	Governmental Approvals
	30
	


	10.18
	

	Limitation of Liability
	30
	


	10.19
	

	Saturdays, Sundays, Holidays
	31
	














SALE AGREEMENT


THIS  SALE   AGREEMENT (this  "Agreement")  is  made  as  of  April  5,  2012  (the "Effective   Date")  by  and  between  American  Service  Insurance  Company,  Inc.,  an  Illinois corporation (the "Seller") and 150 Northwest Point LLC, a Delaware limited liability company (the "Purchaser").








Seller desires to sell, and Purchaser desires to purchase, the following (collectively, the "Property"):   (i) fee simple title to certain improved real property located in Elk Grove Village, Illinois, commonly known as 150 Northwest Point Boulevard and legally described on  Exhibit A attached  hereto  together  with  all  of  Seller's  right,  title  and  interest,  if  any,  in  and  to  the appurtenances  pertaining  thereto, including but not limited to Seller's right, title and interest in and  to the streets,  alleys  and right-of-ways  which  abut such  real property,  and any easement rights, air rights, subsurface rights, development rights and water rights appurtenant to such real property  (the  "Land");  (ii) all  of  Seller's  right,  title  and  interest  in  and  to  the  buildings, structures, fixtures, systems and other improvements affixed to or located on the Land, excluding fixtures owned by tenants (collectively the "Improvements")  (the Land and the Improvements are referred  to together  hereinafter as the "Real Property");  (iii) all of Seller's right, title and interest in and to tangible personal property located upon the Land or within the Improvements, excluding those items of personal property owned by Seller listed on  Exhibit  J attached hereto and  excluding  cash,  computers,  software,  and  all  items  of  personal  property  owned  by  the property  manager  and  located  in  the  management  office  for  the  Property  and  all  items  of personal property owned by tenants or other occupants of the Real Property, located on and used exclusively in connection with the operation of the Land and the Improvements (collectively, the "Personal  Property"); (iv) all of Seller's right, title and interest in and to all leases, licenses and occupancy agreements covering all or any portion of the Real Property, to the extent they are in effect on the date of the Closing (as defined in Section 4.1), including all rents, security deposits and all related guaranties (collectively, the "Leases"); (v) all of Seller's right, title and interest in and to all Assumed Operating Agreements (as defined in Section 5.4(d)); and (vi) all of Seller's right, title, and interest in and to all assignable existing permits, licenses, approvals, warranties, and authorizations issued by any governmental authority in connection with the Property, in each case to the extent they are in effect as of the date of the Closing and transferrable (the "Licenses and Permits"), and all of Seller's right, title, and interest in and to the right to use the name "150 Northwest  Point"  (collectively,  the "Intangibles").  No  later  than  five  (5) days  prior  to  the expiration  of  the Inspection  Period  (as  hereinafter  defined),  Seller  shall  provide  Purchaser  a written inventory listing the Personal Property located at the Real Property.


NOW,  THEREFORE, in consideration of and in reliance upon the above recitals, the terms, covenants and conditions contained in this Agreement, and other good and valuable consideration,   the  receipt  and  sufficiency  of  which  are  hereby  acknowledged,  Seller  and Purchaser agree as follows:


ARTICLE I PURCHASE AND SALE


1.1       Agreement of Purchase and  Sale.   Subject to the terms and conditions of this Agreement,  Seller agrees to sell the Property to Purchaser, and Purchaser agrees to purchase the Property,  for a purchase price equal to Thirteen Million Nine Hundred Seventy-Five Thousand and No/100 Dollars ($13,975,000.00),  subject to such prorations and adjustments as provided in this Agreement (the "Purchase Price").


1.2       Payment of  Purchase Price.    The Purchase  Price  shall  be  payable in  full at Closing (as defined below) by wire transfer of immediately available funds to a bank account designated by Seller in writing to the Escrow Agent (as defined in Section 1.3 hereof) prior to the Closing.


1.3       Deposit.     Within  (2)  business  days  after  the  Effective  Date,  Purchaser  shall deposit   with   First   American   Title   Insurance   Company   (the   "Escrow   Agent"   or  "Title Company"), having  its office  at 30 North  LaSalle  Street,  Chicago,  Illinois 60602, Attention: Dick  Seidel,  the sum of Two Hundred Fifty Thousand  and No/100 Dollars ($250,000.00)  (the "Initial Deposit")  in good  funds,  by federal  wire transfer pursuant  to the wiring 









instructions attached hereto as Exhibit H.  Within two (2) business day after the expiration of the Inspection Period  (as  defined  in  Section  3.1),  Purchaser  shall  deposit  the  sum  of  Two  Hundred  Fifty Thousand  and No/100 Dollars ($250,000.00) (the "Additional Deposit";  the Initial Deposit and the Additional Deposit together with all interest earned thereon, are referred to as the "Deposit") in good  funds,  by federal  wire transfer  pursuant  to the wiring instructions  attached hereto as Exhibit H.  The Escrow Agent shall hold the Deposit in an interest-bearing  account reasonably acceptable   to  Seller  and  Purchaser,  in  accordance  with  the  terms  and  conditions  of  this Agreement.   All interest on such sum shall be deemed income of Purchaser.   The Deposit shall be distributed in accordance with the terms of this Agreement.  The failure of Purchaser to timely deliver  the Initial Deposit or the Additional Deposit hereunder shall be a material default, and shall entitle Seller, at Seller's sole option, to terminate this Agreement immediately, and in the event Seller so elects to terminate this Agreement, the Deposit, if any, shall be promptly returned to Purchaser.


1.4     Earnest Money Provisions.


(a)        Investment  and   Use  of  Funds.   The  Escrow  Agent  shall  invest  the Deposit  in  interest-bearing   accounts  satisfactory  to  Purchaser  and  Seller,  shall  not commingle  the Deposit with any funds of the Escrow Agent and shall promptly provide Purchaser and Seller with confirmation of the investments made.  Notwithstanding the foregoing, the Escrow Agent may commingle the Deposit with other funds prior to the Escrow Agent's  receipt of any required investment instructions.  If the Closing under this Agreement occurs, the Escrow Agent shall apply the Deposit against the Purchase Price due Seller at Closing.


(b)       In the event Purchaser's  terminates this Agreement  on or before the last day of the Inspection Period in accordance with Section 3.2 hereof and Purchaser delivers a copy  of  such  notice  of  termination  to  the  Escrow  Agent,  Escrow  Agent  shall  be irrevocably obligated  to release the Deposit to Purchaser without the need for any joint order or other direction of the parties.


(c)         Strict  Joint Order.   In the event Purchaser  elects  not to terminate  this Agreement, then after the expiration of the Inspection Period, except as may be required by a court order, other than the application of the Deposit against the Purchase Price due Seller  at  Closing,  the  Deposit  shall  be  released  solely  upon  the  joint  instruction  of Purchaser and Seller.


(d)        Interpleader.     Subject  to  Section  1.4(b)  hereof,  Seller  and  Purchaser agree that in the event of any controversy regarding the Deposit arises after the expiration of  the  Inspection  Period,  unless  written  instructions  from  Seller  and  Purchaser  are received by the Escrow Agent directing the Deposit's disposition, the Escrow Agent shall not take any action, but instead shall await the disposition of any proceeding relating to the Deposit or, at the Escrow Agent's option, the Escrow Agent may interplead all parties and deposit the Deposit with a court of competent jurisdiction in which event the Escrow Agent  may  recover  all  of  its  court  costs  and  reasonable  attorneys'  fees.    Seller  or Purchaser, whichever  loses in any such interpleader  action, shall be solely obligated to pay such costs and fees of the Escrow Agent, as well as the costs of the interpleader, and the  reasonable  attorneys'  fees  of  the  prevailing  party  in  accordance  with  the  other provisions of this Agreement.


(e)         Liability  of Escrow  Agent.   The parties  acknowledge  that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and that the Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement,  but shall be liable  for  its  negligent  acts  and  for  any  loss,  cost  or  expense  incurred  by  Seller  or Purchaser  resulting  from  the  Escrow  Agent's  mistake  of  law  respecting  the  Escrow Agent's scope or nature of its duties.   Seller and Purchaser shall jointly and severally indemnify and hold the Escrow Agent hannless from and against all costs, claims and expenses,  including  reasonable  attorneys'  fees, incurred  in connection  with the performance of the Escrow Agent's duties hereunder, except with respect to actions or omissions  taken  or  made  by  the  Escrow  Agent  in  bad  faith,  in  disregard  of  this Agreement or involving negligence on the part of the Escrow Agent.











Escrow Agent shall execute this Agreement solely for the purpose of being bound by the provisions of Sections 1.3 and 1.4 hereof.


1.5       Independent  Contract  Consideration.    Immediately  prior to the execution  of this  Agreement,  Purchaser  paid  one  (1) dollar  ($1.00)  (the  "Independent Contract Consideration") to Seller, which amount Seller and Purchaser hereby bargained for and agreed to  as consideration  for  Seller's  execution  and  delivery  of this  Agreement.    The  Independent Contract  Consideration  is  non-refundable  and  in  addition  to  any  other  payment  or  deposit required by this Agreement, and Seller shall retain the Independent Contract Consideration notwithstanding  any other provision of this Agreement to the contrary.


ARTICLE II
TITLE AND SURVEY;  ASIC LEASE


2.1       Title  Commitment and  Survey.   Within  two (2)  business  days following  the Effective Date, Seller shall deliver to Purchaser a title insurance commitment issued by the Title Company for the issuance of a 2006 ALTA Owner's  Title Policy covering the Real Property (the "Title   Commitment")  together  with  copies  of  each  of  the  Schedule   A  and  Schedule  B underlying title documents  and/or exceptions set forth therein and a survey of the Real Property (the "Existing Survey").  Within ten (10) business days following the Effective Date, Seller shall deliver  to  Purchaser  an  update  of  the  Existing  Survey  made  in  accordance  with  the current Minimum    Standard   Detail   Requirements   for   ALTA/ACSM   Title   Land   Surveys,   jointly established  and adopted by ALTA and NSPS and includes Items 1, 2, 3, 4, 6, 7, 8, 9, 10, 11(a), 14, 16, 17, 18 and 21 of Table A (the "Survey").  In the event the Survey is not delivered within such  ten (10)  business  day period,  the Title Exam  Deadline  (as hereinafter  defined)  shall be extended for one day for each day of such delay until such date that the Survey is delivered to Purchaser.   Costs of the Title Commitment and Survey shall be paid as provided in Section 4.5 below.


2.2       Title  Examination.  Purchaser shall have until April 27, 2012 (the "Title  Exam Deadline") to notify Seller in writing (the "Title  Notice")  which exceptions  to title (including matters  disclosed  by  the  Existing  Survey  or  the  Survey),  if  any,  will  not  be  accepted  by Purchaser.    Any  exception  to title or matter disclosed  in the Title  Commitment,  the Existing Survey, or the Survey to which Purchaser does not object by the Title Exam Deadline shall be deemed Permitted Exceptions (as defined in Section 2.4 hereof).  If Purchaser gives Seller a Title Notice on or prior to the Title Exam Deadline, Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any such exceptions or matters identified in such Title  Notice,  except  for the Must Removes  (as hereinafter  defined).   Within  two (2) business days after receipt of Purchaser's Title Notice ("Seller's Notice Period"),  Seller shall give written notice  to Purchaser  stating  either (a) that Seller  will remove such objectionable  exceptions or matters from title on or before the Closing (as defined in Section 4.1 hereof); provided that Seller may  extend  the  Closing  Date  (as  defined  in  Section 4.1  hereof)  for  such  period  as shall  be required to effect such cure, but not beyond thirty (30) days; or (b) that Seller elects not to cause such objectionable  exceptions or matters to be removed.  If Seller fails to give written notice of its election within Seller's Notice Period, Seller shall be deemed to have elected not to attempt to cure the exceptions or matters objected to in such Title Notice.  The procurement by Seller of a commitment for the issuance of the Title Policy (as defined in Section 4.6(e) hereof) or an endorsement  thereto (in a form reasonably acceptable to Purchaser) insuring Purchaser against any  title  exception  or  matter  which  was  properly  objected  to by Purchaser  in a Title  Notice pursuant to this Section 2.2 shall be deemed a cure by Seller of such disapproval.  If Seller gives Purchaser  notice  under  clause (b) above,  then Purchaser  shall have the right to terminate  this Agreement upon written notice to Seller given within five (5) business days after the expiration of  the  Seller's   Notice  Period,  and  in  such  event  the  Deposit  shall  be  promptly  returned  to Purchaser.  If Seller gives Purchaser notice under clause (b) above or fails to give Purchaser such a  notice,  and Purchaser  fails to terminate  this Agreement  on or prior to the expiration  of the Inspection Period, then such objectionable exceptions or matters will be deemed to constitute Permitted  Exceptions, except for any Must Removes.   If this Agreement is terminated pursuant to the foregoing provisions of this Section 2.2, then neither party shall have any further rights or obligations   hereunder  (except  for  those  obligations   of  a  party  that  expressly  survive  the termination  of this Agreement), the Deposit shall be returned to Purchaser and each party shall bear its own costs incurred hereunder.  Notwithstanding the foregoing or anything in Sections 2.3 or  2.4  to  the  contrary,  (a)   any  "Must  Removes"  (as  defined  below)  shall  not  be Permitted Exceptions   hereunder  (and  Purchaser  shall  not  be  required  to  notify  Seller  of  its  









objection thereto) and (b) at Closing, Seller shall cause the Must Removes to be released of record, deleted from  the  Title  Policy  or  insured  over  by  the  Title  Company  pursuant  to  an  endorsement reasonably  satisfactory  to  Purchaser.    For  the  purposes  of  this  Section  2.2,  the  term "Must Removes" shall mean (i) the mortgage  and other instruments  securing Seller's  mortgage loan which encumbers the Property, (ii) any judgment liens against Seller in the amount of $100,000 or less, and (iii) any tax or mechanic's lien which encumbers the Property and was created by or results  from  the  acts  or omissions  of  Seller  except  for  (x)  the  lien  of  real  estate  taxes  and assessments  not due and payable  and (y) mechanic's  liens arising out of tenant improvement work (i) being performed by a tenant under such tenant's Lease so long as such tenant has an obligation  to remove said lien or indemnify the landlord with respect to such lien pursuant to its Lease, and (ii) being performed by Seller as landlord under the Leases, for which Purchaser is responsible  or  shall  receive  a credit  against  the Purchase  Price pursuant  to Section 4.4(b)(v) hereof.  In no event shall Must Removes be considered Permitted Exceptions.


2.3        Pre Closing "Gap" Title Defects.  Purchaser shall have the right to object to any Material  Exceptions  (as  defined  below)  by  giving  written  notice  (the  "Gap Notice") of  the Material   Exceptions   to  which  Purchaser  is  objecting  within  three  (3)  business  days  after receiving  written notice of such new matter.   If Purchaser does not object to any such Material Exception  by giving a timely Gap Notice as herein provided, such Material Exception shall be a Permitted  Exception except for any Must Removes.   If Purchaser sends a Gap Notice to Seller, Seller  shall  have three  (3) business  days  after receipt  of  the Gap Notice  to notify Purchaser (i) that Seller  will remove  such objectionable  exceptions  from title on or before the Closing; provided  that Seller may extend the Closing Date for such period as shall be required to effect such cure, but not beyond thirty (30) days; or (ii) that Seller elects not to cause such exceptions to be removed.  If Seller fails to give written notice of its election within such three (3) business day period, Seller shall be deemed to have elected not to attempt to cure the exception or matter objected to in a Gap Notice.  The procurement by Seller of a commitment for the issuance of the Title Policy, or an endorsement thereto (in a form reasonably acceptable to Purchaser) insuring Purchaser against any title exception or matter which was properly objected to by Purchaser in a Gap Notice pursuant to this Section 2.3 shall be deemed a cure by Seller of such disapproval.  If Seller  gives Purchaser  notice under clause (ii) above or fails to give Purchaser such a notice, Purchaser shall have five (5) business days in which to notify Seller that (x) Purchaser will nevertheless  proceed with the purchase of the Property, in which case title to the Property shall be subject to such exceptions (i.e., such exceptions will be deemed to constitute Permitted Exceptions),  or (y) Purchaser will terminate this Agreement.   If Purchaser  fails to give written notice of its election within such five (5) business day period, then Purchaser shall be deemed to have elected clause (x) above.  If this Agreement is terminated pursuant to the provisions of this Section 2.3, then neither party shall have any further rights or obligations hereunder (except for those  obligations  of  a  party  that  expressly  survive  the  termination  of  this  Agreement),  the Deposit shall be returned to Purchaser and each party shall bear its own costs incurred hereunder. As used herein, "Material Exception" shall mean any exception to title or matter shown on any amendment to the Title Commitment or revisions to the Survey issued after the expiration of the Inspection  Period  (a) that  was  not  disclosed  on  the  latest  version  of  the  Title  Commitment received  by Purchaser  at least five (5) business  days prior to the expiration  of the Inspection Period, the Existing Survey, or the latest version of the Survey received by Purchaser at least five (5) business days prior to the expiration of the Inspection Period or that did not exist prior to the expiration of the Inspection Period, and (b) is not a Permitted Exception hereunder.


2.4        Permitted   Exceptions.      For  purposes   of  this  Agreement,   the  "Permitted Exceptions"  are and  mean:   (i) those matters  that  are or have  become  Permitted  Exceptions pursuant to Section 2.2 or 2.3 hereof; (ii) the rights of tenants under the Leases, as tenants only, with no options to purchase or rights of first offer or refusal to purchase the Property; (iii) the lien of all ad valorem real estate taxes and assessments not due and payable as of the Closing Date, subject to adjustment  as herein provided; (iv) local, state and federal laws, ordinances or governmental  regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property, except for any violation of the foregoing;  and (v) matters that have arisen as a result of acts done or suffered  by or through Purchaser.


2.5        ASIC  Lease.    Prior  to  the  expiration  of  the  Inspection  Period,  Purchaser,  as landlord,  and Seller, as tenant, shall finalize the form of that certain lease for 30,552 rentable square  feet  located  on  the  3rd  floor  of  the  Property  which  shall  be  in  form  and  substance reasonably   acceptable   to  Purchaser   and   Seller   and  shall   









provide   for  the  following:   (i) commencement on the date of the Closing ("Commencement"); (ii) a term of five (5) years; (iii) annual rent of $21.00 gross per rentable square foot with a 2012 base year and three percent (3%) annual increases plus electricity usage to be billed to tenant on a pro rata basis; (iv) no tenant improvement  allowance or commissions;  (v) notwithstanding  clause (iii) above, rent abatement for five (5) months upon Commencement,  provided, tenant shall be responsible for payment of all utilities during such abatement period, (vi) that for so long as Purchaser maintains training rooms  on the first (1st) floor of the Property,  Purchaser  shall provide access  to such training rooms  as requested  by Seller, subject to any conditions  set forth in the lease, (vii) a guaranty from  Atlas  Financial   Holdings,  Inc.  ("Atlas"),  an  affiliate  of  Seller,   unconditionally   and irrevocably  guaranteeing  the payment and performance  of Seller's  obligations  under the lease, and (viii) an unconditional, standby and irrevocable, self-renewing letter of credit in the amount of   Three   Hundred   Twenty   Thousand   Seven   Hundred   Ninety   Six   and   No/100   Dollars ($320,796.00),  in form and substance reasonably approved by Purchaser, as security for the full and faithful performance of every provision of the lease to be performed by Seller throughout the term of the lease (the "ASIC Lease").  The ASIC Lease shall replace any existing lease with Atlas (the "Existing Lease") in effect as of the Effective Date and the Existing Lease shall be terminated and of no further force or effect as of the Closing.    At the Closing, Purchaser shall pay to Seller  $7,670  as a lump sum as consideration  for any costs associated  with relocating Seller at the Property pursuant to the ASIC Lease.   Purchaser and Seller shall execute the ASIC Lease as of the date of Closing.


ARTICLE III REVIEW OF PROPERTY


3.1        Right of Inspection.   During the period (the "Inspection Period") beginning on the Effective  Date and ending at 5:00p.m. Chicago,  Illinois time on May 7, 2012.   Purchaser shall have the right to make a physical inspection of the Real Property, including an inspection of the environmental  condition thereof pursuant to the terms and conditions of this Agreement, and to examine  documents and files located at the Real Property or delivered by Seller to Purchaser in  connection  with this  Agreement  concerning  the leasing, maintenance  and operation  of the Property   (collectively,   the   "Property  Information"),  but  excluding   internal   memoranda, financial projections, appraisals and similar proprietary, confidential or privileged information (collectively,  the "Confidential Documents").


Purchaser  understands and agrees that any on site inspections of the Real Property shall occur at reasonable times agreed upon by Seller and Purchaser after not less than 24 hours' prior notice  to Seller which notice shall include the dates of such entries, the work to be performed, and the names of the parties entering the Property.  Such inspections shall be conducted so as not to  interfere  unreasonably   with  the  use  of  the  Property  by  Seller  or  their  tenants  or  other occupants  of the Property.   Seller reserves the right to have a representative present during any such inspections.   If Purchaser desires to do any invasive testing at the Real Property, Purchaser shall do so only after notifying Seller and obtaining Seller's prior written consent thereto, which consent may be withheld by Seller in its sole discretion and may be subject to any terms and conditions imposed by Seller in its sole discretion.  Purchaser shall promptly restore the Property to  its  condition  prior  to any  such  inspections  or tests,  at Purchaser's  sole  cost  and expense. Purchaser  shall keep the Property free and clear of all mechanics', materialmen's and other liens resulting from its or its agents' or independent contractors' activities with respect to the Property. Purchaser  agrees to protect, indemnify, defend and hold Seller, and Seller's partners, members, and their respective  agents, independent  contractors  and employees harmless from and against any and all claims for liabilities,  liens, losses, costs, expenses (including  reasonable  attorneys' fees),  damages  or injuries  arising  out of or  resulting  from  the inspection  of the Property  by Purchaser or its agents or independent contractors (excluding any damages arising from the mere discovery of an adverse condition affecting the Property), and notwithstanding anything to the contrary  in this Agreement,  such obligation to indemnify and hold harmless Seller, and Seller's partners,  members,  and  their  respective  agents,  independent  contractors  and  employees  shall survive  Closing  or any termination  of this Agreement.   Purchaser  shall not have the right to contact  any  tenant,  occupant,  vendor,  contractor,  property  manager  or  asset  manager  of  the Property  without  in each case first obtaining  the prior consent  of Seller  thereto.   In addition, Seller, at Seller's election, shall be entitled to have a representative on any telephone call or other such contact made by Purchaser and to be present at any meeting between Purchaser and any of said parties.  Purchaser shall keep in force during the term hereof, and shall cause all agents and consultants  retained by Purchaser  in connection  with any investigation  of the Property to have during the performance of their 









work, at no expense to Seller, commercial liability insurance, including  public liability and property damage insurance,  in the amount of at least $1,000,000, combined  single limit for personal injuries or death of persons or property damage occurring in or about the Property, as well as workers' compensation  insurance with limits in accordance with applicable   laws.     All   such   insurance   shall:     (a) name  Seller   as  an   additional   insured; (b) specifically  cover the liability assumed by Purchaser under this Agreement; (c) be issued by an insurance  company reasonably  acceptable to Seller; and (d) be primary and noncontributory with  any  insurance  which  may  be carried  by Seller.    Purchaser  shall  deliver  said  policy  or policies or certificates thereof to Seller prior to commencing any entry upon the Property, and renewals   thereof  at  least  thirty  (30)  days  before  the  expiration  date  thereof.     Purchaser's compliance  with the provisions of this Section shall not limit Purchaser's liability under any of the other provisions of this Agreement.


In the event that the Closing hereunder shall not occur for any reason whatsoever (other than Seller's default), Purchaser shall, upon Seller's request, deliver to Seller, at no cost to Seller, and  without  representation  or warranty,  the copies  of all tests, reports  and inspections  of the Property (provided the same do not restrict such delivery to a third party), made and conducted by or for the benefit of Purchaser.


3.2        Right of Termination.   If for any reason or no reason Purchaser determines that the Property, or any aspect thereof, is unsuitable for Purchaser's acquisition, Purchaser shall have the  right  to terminate  this  Agreement  by giving  written  notice  thereof  to  Seller  prior to the expiration  of the Inspection Period.  If Purchaser gives such notice of termination on or prior to the  expiration  of the Inspection  Period, then this Agreement  shall terminate  and neither party shall have any further rights or obligations hereunder (except for those obligations that expressly survive the termination of this Agreement), the Deposit shall be returned to Purchaser and each party shall bear its own costs incurred hereunder.  If Purchaser fails to give Seller a notice of termination  prior to the expiration of the Inspection Period, Purchaser shall be deemed to have waived its right to terminate this Agreement under this Section 3.2.


ARTICLE IV CLOSING


4.1       Time and Place.  The consummation of the transaction contemplated hereby (the "Closing") shall be held on May 22, 2012, or sooner upon the mutual agreement of Purchaser and  Seller  (the "Closing Date"), through  an escrow  administered  by Escrow  Agent.   At the Closing, Seller and Purchaser shall perform the obligations set forth in, respectively, Section 4.2 and  Section 4.3  hereof,  the performance  of which  obligations  shall be concurrent  conditions. The Purchase Price and all documents shall be deposited with the Escrow Agent as escrowee.


4.2        Seller's  Obligations  at Closing.   On the Closing  Date,  Seller  shall  deliver  in escrow to the Escrow Agent the following:


(a)        a duly  executed  and  acknowledged  special  warranty  deed  in  the  form attached hereto as Exhibit B (the "Deed") subject only to the Permitted Exceptions;


(b)     a duly executed bill of sale and assignment in the form attached hereto as
Exhibit C (the "Bill of Sale and Assignment");


(c)        a notice (the "Tenant Notice"), which Purchaser shall send to the tenant under  each  of  the  Leases  promptly  after  the  Closing,  informing  such  tenant  of  the transactions contemplated herein in a form reasonably acceptable to Seller and Purchaser;


(d)       A  certificate  certifying  that  all  of  the  representations,   warranties  and covenants  made  by  Seller  in  this  Agreement  continue  to  be  true  and  correct  in  all materials respects as of the Closing Date;
(e)        duly completed  and signed real estate transfer tax declarations and other state, county or municipal law, code or ordinance disclosures;











(f)        such  evidence  as the Title  Company  may  reasonably  require  as to  the authority of the person or persons executing documents on behalf of Seller;


(g)       a certificate  in the form attached hereto as  Exhibit D duly executed by Seller stating that Seller is not a "foreign person" as defined in the Federal Foreign Investment in Real Property Tax Act of 1980 (the "FIRPTA");


(h)       such  affidavits  or  documents  as  may  be  customarily  and  reasonably required by the Title Company in order to issue the Title Policy, in a form reasonably acceptable to Seller;


(i)     a closing and proration statement (the "Closing Statement");


(j)        notices to vendors under the Assumed Operating Agreements, if required by the terms of such Assumed Operating Agreements;


(k)       either (x) a certificate issued by the Illinois Department of Revenue stating that   the  withholding   obligations   under   Section   9.02(d)   do  not   apply,  (y)  or  an indemnification in form as satisfactory to Purchaser that indemnifies,  defends and holds harmless Purchaser with respect to all liabilities which may be imposed upon Purchaser as a result of Section  9.02(d),  any Seller's  state sales and use tax and unemployment insurance tax liability (the "Tax Indemnity");


(1)          the ASIC Lease executed by Seller and the guaranty of the ASIC Lease executed by Atlas;


(m)      such additional documents as shall be reasonably required to consummate the transactions contemplated by this Agreement;


(n)      originals of all estoppel certificates from each tenant on the Property, substantially in the form attached as  Exhibit E;


(o)       a current rent roll as of Closing of all Leases, certified to Purchaser to be true and correct in all material respects to the best of Seller's  knowledge; and


(p)     evidence  of  termination  of  all  Operating  Agreements,  except  for  the
Assumed Operating Agreements.


Seller shall leave the following (but in all cases excluding any Confidential Documents) at  the  management  office  for  the  Property  (collectively,  the  "Property  Records"):   (i) the original (or, if unavailable, copies of) Leases and the Assumed Operating Agreements; (ii) to the extent  in  the  possession  or  control  of  Seller  or  the  property  manager  at  Closing,  copies  or originals of all books and records of account, contracts, copies of correspondence  with tenants and suppliers, receipts for deposits, unpaid bills and other papers or documents which pertain to the Property; (iii) all available licenses, permits, warranties, and guarantees then in effect; (iv) to the extent any of such items are in the possession or control of Seller or the property manager, at Closing, all keys, access cards to, and combinations to locks and other security devices located at the Property excepting those that will continue to be used by tenants of the Property; and (v) all available  plans  and  specifications   and  all  operation  manuals.    Seller  shall  cooperate  with Purchaser  after  Closing  to  transfer  to  Purchaser  any  Property  Records  stored  electronically. Seller shall have the right to make copies of Property Records and retain such copies after the Closing.    Each  of Seller's  and Purchaser's  obligation  under  this Section 4.2 shall  survive  the Closing.


4.3        Purchaser's   Obligations   at  Closing.     On  the  Closing  Date  (and  prior  to 12:00 PM Chicago, Illinois time with respect to Section 4.3(a) below), Purchaser shall deliver in escrow with the Escrow Agent the following:


(a)        the Purchase Price, less the amount of the Deposit that is applied to the Purchase  Price,  as  increased  or  decreased  by  prorations  and  adjustments  as  herein provided (including,  without limitation,  pursuant to Section 4.4 hereof), in immediately available wire transferred funds;











(b)       counterparts  of the Bill of Sale and Assignment,  the Tenant  Notice,  the real estate transfer tax declarations, the Closing Statement and the ASIC Lease;


(c)        such  evidence  as the  Title  Company  may  reasonably  require  as to the authority  of  the  person  or  persons  executing  documents  on  behalf  of  Purchaser  or Purchaser's affiliates;


(d)     such affidavits as may be customarily and reasonably required by the Title
Company to issue the Title Policy, in a form reasonably acceptable to Purchaser; and


(e)        such additional documents as shall be reasonably required to consummate the transactions contemplated by this Agreement.


4.4        Credits and Prorations.


(a)     All  income  and  expenses  of  the  Property  shall  be  apportioned  as  of 12:01 a.m., on  the Closing  Date,  as if Purchaser  was vested with title  to the Property during  the entire  day  upon  which  Closing  occurs.   Such  prorated  items  shall  include without limitation, the following:


(i)     all rents, electricity charges and other sums due under the Leases
(collectively, the "Rents"), if any, as and when collected;


(ii)       all real estate taxes and assessments  (including  personal property taxes,  if  any,  on  the Personal  Property)  affecting  the  Property  as provided  in Section 4.4(b)(ii) below;


(iii)      all utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior  to  Closing  (dated  not  more  than  thirty  (30) days  prior  to Closing)  or, if unmetered, on the basis of a current bill for each such utility; and 


(iv)     all amounts  payable  under  the  Assumed  Operating  Agreements;


(v)       any  other  operating  expenses  or  other  items  pertaining  to  the Property which are customarily prorated between a purchaser  and a seller in the county in which the Property is located.


(b)       In  addition  to and notwithstanding  anything  contained  in Section 4.4(a) hereof


(i)        At  Closing,  (A) Seller  shall,  at Seller's  option,  either  deliver  to Purchaser all security deposits together with interest required to be paid thereon (collectively,  the "Security Deposits") actually  held  by Seller  pursuant  to the Leases or credit to the account of Purchaser the amount of such Security Deposits and  (B) Seller  shall  be entitled  to  receive  and  retain  refundable  cash  or other deposits posted with utility companies.   At Closing, Seller shall, to the extent assignable,  assign (at Seller's cost, unless the Tenant  is responsible  for the cost thereof  under  its  Lease)  to  Purchaser  any  letters  of  credit  or  other  non-cash Security  Deposits  (to the extent such Security  Deposits  have not been properly applied against delinquent Rents as provided in the Leases) or, if such letters of credit   or   other   non-cash   security   deposits   are  not   assignable,   Seller   shall reasonably  cooperate  with  Purchaser  to  have  them  re-issued  in  the  name  of Purchaser at Seller's cost.  In the event that post-Closing, such letters of credit or other non-cash Security Deposits have not been transferred to Purchaser and Purchaser  is  entitled  to  draw  thereon  pursuant  to  the  terms  of  the  applicable Lease, then at Purchaser's request, Seller shall draw on such letters of credit or other  non-cash  Security  Deposits  and  immediately  upon  receipt  transfer  such funds to Purchaser, or take such other actions post-Closing as are reasonably necessary  to 









realize on such letters of credit pursuant to the terms of the Lease. The obligations  of Seller and Purchaser under this Section 4.4(b)(i) shall survive the Closing until all Security Deposits have been assigned and transferred to Purchaser.


(ii)       Seller  shall  be  responsible  for  real  estate  taxes  assessed  during calendar year 2011 which are payable in calendar year 2012, real estate taxes for all years prior to 2011 and real estate taxes for the portion of 2012 in which Seller owned the Property.   Purchaser shall be responsible  for real estate taxes for the portion of 2012 in which Purchaser owned the Property and real estate taxes for all subsequent  years.  At Closing, Seller shall deposit with the Escrow Agent the following  funds to be held by Escrow Agent in an interest bearing account: (x) $420,265 which is 45% of the actual 2010 real estate taxes ($951,265)  ("Seller's 2011 Tax Funds") for payment of the 2011 second installment real estate tax bill, (y)  funds  equal  to  the  amount  of  Seller's   share  of  2012  real  estate  taxes determined   by  multiplying  the  amount  of  the  actual  2010  real  estate  taxes ($951,265)  by a fraction, the numerator  of which is the number  of days in the calendar  year for the period commencing  on January 1, 2012 and ending on the day before the Closing Date, and the denominator of which is 365 ("Seller's 2012 Tax Funds") for payment of the 2012 real estate taxes (payable in 2013), and (z)
funds equal to the amount of $40,000,  which is Seller's  approximate  portion of the real estate taxes due under that certain Declaration of Covenants,  Easements and  Restrictions   dated  June  25,  2001,  as  amended  (the  "Parking  Garage Agreement"),  with  the  owner  (the  "Garage  Owner")  of  the  parking  garage adjacent  to  the  Property  and  located   at  50  Northwest  Point  (the  "Parking Garage") plus the amount of Seller's  portion of the operating  costs due under said  agreement  and determined  by the Garage Owner and Seller  in accordance with  the  Parking  Garage  Agreement  ("Seller's  Garage  Funds").  All  interest earned on such funds shall be for the benefit of Seller.  Upon receipt of the 2011 second  installment  real  estate  tax  bill,  Purchaser  shall  promptly  deliver  the original  bill  to the  Escrow  Agent  with  a copy  to Seller.     Escrow  Agent shall disburse  Seller's   2011  Tax  Funds  for  timely  payment  of  the  2011  second installment  real estate tax bill and any excess Seller's  2011 Tax Funds shall be refunded  to  Seller  and  any  deficiency  in  Seller's   2011  Tax  Funds  shall  be promptly  paid  to  Escrow  Agent  by  Seller.     Upon  receipt  of  the  2012  first installment real estate tax bill, Purchaser shall promptly deliver the original bill to the Escrow  Agent, with a copy to Seller,  together with funds  sufficient  to pay Purchaser's portion of the bill.  Escrow Agent shall disburse Seller's  2012 Tax Funds, together with said Purchaser's  funds, for timely payment of the 2012 first installment real estate tax bill. Seller and Purchaser agree to re-prorate 2012 real estate  taxes  upon  receipt  of  the  2012  second  installment  real  estate  tax  bill. Purchaser shall promptly deliver the original 2012 second installment  real estate tax bill to the Escrow Agent, with a copy to Seller, together with funds sufficient to pay Purchaser's portion of the bill.  Escrow Agent shall disburse Seller's  2012 Tax Funds, if any such funds are remaining, together with said Purchaser's  funds, for timely  payment  of the 2012 second  installment  real estate tax bill and any excess Seller's  2012 Tax Funds shall be refunded to Seller and any deficiency in Seller's  2012 Tax Funds shall be promptly paid to Escrow Agent by Seller.  Upon receipt  of  a statement of  amounts due from  the owner  of the  Property  for its portion of 2012 real estate taxes and operating costs for the Parking Garage from the Garage Owner, Seller and Purchaser shall prorate said amounts between Seller and Purchaser with respect to their respective periods of ownership.   Seller shall promptly deliver the statement to the Escrow Agent, together with a statement of proration  of such  amounts  prepared  by Seller  and Purchaser.  Purchaser shall deposit with  Escrow  Agent  its  share  of  said  proration.    Escrow  Agent  shall disburse  Seller's Garage  Funds  in  the  amount  set  forth  on  the  statement  of proration,  together  with said Purchaser's funds,  to the Garage  Owner, and any excess  Seller's  Garage Funds shall be refunded to Seller  and any deficiency in Seller's  Garage  Funds shall be promptly  paid to Escrow Agent by Seller.   Any credit or refund paid to Seller by the Garage Owner related to real estate taxes for 2011 and prior years for the Parking Garage shall be retained by Seller. Seller shall  pay  the  portion  of any special  assessments due and payable  prior to the Closing Date, and Purchaser shall pay the 









portion of any special assessments due and payable on and after the Closing Date;


(iii)      charges referred to in Section 4.4(a) hereof which are payable by any tenant to a third party, shall not be apportioned hereunder (except as provided in Section 4.4(b)(vii)), and Purchaser shall look solely to the tenant responsible therefor for the payment of the same;


(iv)      as to utility charges referred to in Section 4.4(a)(iii) hereof, Seller may on notice to Purchaser elect to pay one or more or all of said items accrued to the  date  hereinabove  fixed  for  apportionment  directly  to  the  person  or  entity entitled  thereto,  and  to  the  extent  Seller  so  elects,  such  item  shall  not  be apportioned  hereunder, and Seller's obligation to pay such item directly in such case shall survive the Closing; and


(v)      unpaid  and  delinquent  Rent  (including,  without  limitation, Reimbursable Tenant Expenses) shall not be prorated at Closing.   Unpaid and delinquent Rent collected by Seller and Purchaser after the Closing Date shall be delivered as follows:   (a) if Seller collects any unpaid or delinquent Rent for the Property, Seller shall, within fifteen (15) days after Seller's receipt thereof, deliver to Purchaser  any such Rent which Purchaser  is entitled  to hereunder relating to the period from and after Closing Date, and (b) if Purchaser collects any unpaid or delinquent Rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such Rent which Seller is entitled to hereunder relating to the period prior to the Closing Date.   Seller and Purchaser agree that all Rent received after the Closing Date shall be applied first to costs of collection,  next to current Rent, then to rent payable during the month in which the Closing occurs and finally to delinquent Rent due prior to the Closing Date, if any,  in  the  inverse  order  of  maturity.     Purchaser   will  make  a  good  faith commercially  reasonable effort after Closing to collect all delinquent Rents in the usual course of the operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent Rents. Seller may attempt to collect any delinquent Rents owed Seller and may institute any lawsuit or collection procedures but may not evict any tenant or terminate any Lease.


(c)        Seller  and Purchaser shall  each  have the right  to file and prosecute  an appeal of the real property tax assessment for calendar year 2012 (payable in 2013) and for the tax years prior to Closing, and may take related actions which Seller or Purchaser, as applicable,  deems  appropriate  in connection  therewith.   The parties  shall cooperate with each other in connection with such appeal and collection of a refund of real property taxes paid.  Purchaser owns and holds all right, title and interest in and to such appeal and refund,  and  all  amounts  payable  in  connection  therewith  shall  be  paid  directly  to Purchaser by the applicable authorities.  If such refund or any part thereof is received by Seller, Seller shall promptly pay such amount to Purchaser.  Any refund received by Purchaser, or paid to Purchaser by Seller per the immediately  preceding sentence, shall be distributed as follows:  first, to reimburse the applicable party for all costs incurred in connection with the appeal; second, with respect to refunds payable to tenants of the Real Property  pursuant  to the Leases, to such tenants in accordance  with the terms of such Leases (if any); and third, to Seller and Purchaser in proportion to the period of time each owned the Real Property, with Purchaser being deemed to have owned the Real Property on the Closing Date.   Each party shall have the right to participate  in an appeal of the other party.


(d)       Except  as  otherwise  provided  herein,  any  revenue  or  expense  amount which cannot be ascertained with certainty as of Closing shall be prorated on the basis of the  parties'  reasonable  estimates  of  such  amount,  and  shall  be  the subject  of a  final proration thirty (30) days after Closing, or as soon thereafter as the precise amounts can be ascertained; but in no event shall (i) any reproration under this Agreement, other than with respect to real estate taxes and assessments pursuant to Section 4.4(b)(ii) above and Reimbursable  Tenant  Expenses  pursuant  to Section 4.4(b)(vi)  above,  occur  more than one hundred  eighty  (180) days after the Closing;  and (ii) any reproration of real estate taxes  and  assessments   pursuant  to  Section 4.4(b)(ii)  occur  any  later  than  forty-five (45) days after the issuance of the final real estate tax bill for calendar year 2012 (payable in 2013).   Each party shall promptly  notify the other when it becomes 









aware that any such estimated  amount  has been ascertained.    Once all revenue  and expense  amounts have been ascertained, Purchaser shall prepare, and certify as correct, a final proration statement  which  shall  be subject  to  Seller's  approval.    Upon  Seller's  acceptance  and approval of any final proration statement submitted by Purchaser, such statement shall be conclusively deemed to be accurate and final.


(e)        Any amounts due Seller or Purchaser under this Section 4.4 from the other party, which are not paid within ten (10) business days following written demand, shall bear interest from and after the date of demand at the annual rate of interest equal to the Prime Rate (as hereinafter  defined)  plus 5%.   "Prime Rate" shall mean  annual rate of interest the highest  prime rate (or base rate) reported, from time to time, in the Money Rates column or section of The Wall Street Journal as having been the rate in effect for corporate loans at large U.S. money center commercial  banks (whether or not such rate has  actually  been  charged  by  any  such  bank).    Subject  to Section 4.4(d)  hereof,  the provisions of this Section 4.4 shall survive Closing.


4.5        Transaction Taxes and Closing Costs.


(a)       Seller and Purchaser shall execute such returns, questionnaires and other documents  as shall  be required  with  regard  to all applicable  real property  transaction taxes imposed by applicable federal, state or local law or ordinance;


(b)       Seller shall pay the fees of any counsel representing Seller in connection with this transaction.   Seller shall also pay the following costs and expenses:  (i) one-half (112) of the  escrow  fee, if any, which may  be charged  by the Escrow Agent or Title Company;  (ii) State  and County  transfer  taxes;  (iii) the premium  charged  by the Title Company for Title Policy, including the costs of any extended coverage endorsement and those endorsements required to cure title exceptions that Seller is obligated to remove pursuant to Sections  2.2 or 2.3, but excluding the costs of any other endorsement to the Title Policy; (iv) the cost of the Survey; and (v) the fees and expenses of the Broker (as hereinafter defined).


(c)       Purchaser  shall  pay  the  fees  of  any  counsel  representing  Purchaser  in connection  with  this  transaction.    Purchaser  shall  also  pay  the  following  costs  and expenses:   (i) one-half  (112) of the escrow  fee, if any, which  may  be charged  by the Escrow  Agent  or  Title  Company;  (ii) the  Village  of  Elk  Grove  transfer  tax;  (iii) the premium for all endorsements to the Title Policy (other than an extended coverage endorsement  and  those  endorsements  required  to  cure  title  exceptions  that  Seller  is obligated to remove pursuant to Sections 2.2 and 2.3); and (iv) all costs and expenses incurred in connection with the transfer of any transferable warranties, permits or licenses in connection with the ownership or operation of the Property;


(d)       All costs and expenses incident to this transaction and the closing thereof, and not specifically described above, shall be paid by the party incurring same; and


(e)     The provisions of this Section 4.5 shall survive the Closing.


4.6       Conditions Precedent to Obligation of Purchaser.  The obligation of Purchaser to  consummate  the transaction  hereunder  shall be subject  to the fulfillment  on or before the Closing Date of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion:


(a)        Seller  shall have delivered  to Purchaser  all of the items  required to be delivered by Seller pursuant to the terms of Section 4.2 hereof;


(b)     All  of  the  representations  and  warranties  of  Seller  contained  in  this Agreement shall be true and correct in all material respects as of the Closing Date. 


(c)     Seller shall have satisfied the Estoppel Condition (defined below);











(d)       Seller  shall  have  performed  and  observed,  in  all  material  respects,  all covenants and agreements of this Agreement to be performed and observed by Seller as of the date of Closing;


(e)     The Title  Company,  and/or  another national  title company  approved by Purchaser  in  its  reasonable  discretion  shall  be irrevocably  prepared  to issue  its  2006 ALTA Owner's Policy of Title Insurance (with an extended coverage endorsement, those endorsements required to cure title exceptions that Seller is obligated to cure pursuant to Section 2.2 or Section 2.3 and the endorsements requested by Purchaser to the extent customarily   available)  covering  the  Real  Property,  in  the  aggregate  amount  of  the Purchase Price, subject only to the Permitted Exceptions (the "Title Policy"); and


(f)        Seller shall not have been adjudged bankrupt nor filed a voluntary petition or had a petition filed against it by its creditors or made any assignment for the benefit of creditors.


If any of the conditions  to Purchaser's  obligations  under Section 4.6 shall fail to occur, and  such  failure  is  not  otherwise  a default  by  Seller  under  this Agreement  (in  which  event Purchaser  would  be afforded  the rights  under Section 5.2 hereof),  then  Purchaser  may, as its exclusive remedies, either (i) elect to waive such failure and proceed to Closing, or (ii) as long as Purchaser  is  not  in  default  hereunder,  and  as  its  sole  and  exclusive  remedy,  terminate  this Agreement by written notice to Seller, in which event the Deposit shall be promptly returned to Purchaser  and neither  party shall have any further rights or obligations  hereunder (except  for those  obligations  of  either  party  that  expressly  survive  the  termination  of  this  Agreement pursuant to the other provisions of this Agreement).  Notwithstanding the foregoing, in the event any condition  to Purchaser's obligations  hereunder described in this Section  4.6 shall not have been satisfied, Seller shall have the right (but not the obligation) to attempt to cure or satisfy such condition  and the Seller shall be entitled to a reasonable adjournment of the Closing Date not to exceed five (5) business days in order to do so.


4.7        Conditions  Precedent  to  Obligation  of  Seller.    The  obligation  of  Seller  to consummate the transaction hereunder shall be subject to the fulfillment on or before the Closing Date of all of the following conditions,  any or all of which may be waived by Seller in its sole discretion:


(a)       Purchaser  shall  have  delivered  to Escrow  Agent  the  Purchase  Price  as adjusted as provided  herein, pursuant to and payable in the manner provided for in this Agreement;


(b)       Purchaser shall have delivered to Escrow Agent all of the items required to be delivered to Escrow Agent pursuant to Section 4.3 hereof;


(c)     All of the representations  and warranties  of Purchaser  contained  in this
Agreement shall be true and correct in all material respects as of the Closing Date;  and


(d)       Purchaser shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Purchaser as of the date of Closing.


ARTICLE V
REPRESENTATIONS, WARRANTIES  AND COVENANTS


5.1        Representations  and Warranties of Seller.   Seller hereby makes the following representations  and warranties to Purchaser as of the Effective Date and as of the Closing Date:


(a)        Organization.   Seller has been duly formed and organized,  and is validly existing in the State of Illinois and is qualified to do business and in good standing under the laws of the State of Illinois.


(b)        Operating Agreements.   The list of all service agreements,  management contracts, maintenance contracts, equipment leases and like contracts and agreements that will be binding upon Purchaser after Closing (subject to Purchaser's right to require termination  of certain such agreements  









pursuant  to Section  5.4(d) below)  (collectively, the "Operating Agreements") attached hereto as  Exhibit F is true, correct, and complete in all material  respects  and includes  all of the Operating  Agreements  in effect on the Effective Date.  The documents constituting the Operating Agreements that are delivered or made available to Purchaser pursuant to Section  3.1 are, to Seller's knowledge, true, correct and complete copies of all of the Operating Agreements affecting the Property as of the date of their delivery, including any and all amendments.   To Seller's knowledge, neither Seller nor any other party to any Operating Agreement  is in default thereunder. Seller has no knowledge  of any event which with notice or the passage of time or both would constitute a default by Seller or any party under any Operating Agreement.


(c)        Condemnation.     Seller   has   received   no   written   notice   from   any governmental  authority of any condemnation proceedings relating to the Property and to Seller's knowledge, no such proceeding is pending or threatened against the Property.


(d)       Litigation. Seller has not received notice of any litigation which has been filed against the Property or Seller that arises out of the ownership  of the Property and affects the Property or use thereof, or Seller's ability to perform hereunder.  Seller has not received any written notice and has no knowledge of any pending or threatened liens, government investigations, special assessments or impositions to be made against the Property,  other  than  real  estate  taxes  imposed  on  the  Real  Property   for  2012  and subsequent years.


(e)        Violations.  Seller has not received written notice nor has any knowledge of any uncured violation of any federal, state or local law, code, ordinance or regulation relating  to  the  ownership,  use  or  operation  of  the  Property  which  would  materially adversely affect the Property or use thereof.


(f)        Leases.   The list of leases attached hereto as Exhibit G is accurate in all material respects, and includes all of the existing leases in effect as of the Effective Date (the  "Existing  Leases").     The  documents  constituting  the  Existing  Leases  that  are delivered  to  or  made  available  to  Purchaser  pursuant  to  Section  3.1  are,  to  Seller's knowledge, true, correct and complete copies of all of the Leases affecting the Property as of the date of their delivery, including any and all amendments and guarantees.  Seller has neither sent nor received any currently  effective notice of default  under any of the Leases.  Seller has no knowledge of any event which with notice or the passage of time or both would constitute a default by Seller or any party under any of the Existing Leases.


(g)       Authority to Enter/Noncontravention.   Seller  has full right, authority, power  and capacity:   (i) to enter into this Agreement and each closing  document to be executed and delivered by or on behalf of it pursuant to this Agreement; and (ii) to carry out the transactions  contemplated  hereby and thereby.   This Agreement  and the closing documents executed and delivered by or on behalf of Seller constitute, or when executed and delivered  will constitute,  the legal, valid and binding obligation  of said Seller, each enforceable  against said Seller in accordance  with their respective  terms, except as the same may be limited or affected by bankruptcy, insolvency, fraudulent conveyance, reorganization,   moratorium   or  similar  laws  affecting  creditors'   rights  and  remedies generally, or by equitable principles, including principles of commercial  reasonableness, good  faith and fair dealing  (whether  applied in a proceeding at law or in equity).   The execution, delivery and performance of this Agreement and the closing documents does not  and will  not violate  any term,  conditions  or provisions  of, or constitute  a default under, any of Seller's organizational documents  or any bond, note, or other evidence of indebtedness  or any  contract,  lease or other  instrument,  to which  Seller  is a party or affecting the Property, or require Seller to obtain any approval, consent or waiver of, or make any filing with, any person or authority (governmental  or otherwise)  that will not be obtained or made prior to Closing.


(h)       ERISA.   Seller is not (i) an "employee benefit plan" (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is subject  to the provisions  of Title 1 of ERISA,  (ii) a "plan" that is subject to the prohibited  transaction provisions of Section 4975 of the Internal Revenue Code of 1986  (the "Code") or (iii) an entity  whose  assets are treated  as "plan assets" under ERISA by reason of an employee benefit plan's or plan's investment in such entity. Seller  









has  no  knowledge  of  any  liens  against  the  Property  which  are  attributable  to Employee Benefit Plans (as hereinafter defined).   For the purposes of this Section 5.1(h), "Employee Benefit Plans" means, collectively,  any "employee  benefit plan" as defined in  Section  3(3)  of  ERISA,  including  any  Employee  Pension  Benefit  Plan (within  the meaning of Section 3(2) of ERISA), Employee Welfare Benefit Plan (within the meaning of Section 3(1) of ERISA), or any other benefit program or arrangement whether or not subject to ERISA and whether written or oral, any written bonus, deferred compensation, pension,  retirement,  profit-sharing,  stock  bonus,  restricted  stock,  stock  option,  stock purchase,  employment,  severance,  compensation,  vacation  plan,  education  or  tuition program,  medical,  post-retirement  medical,  disability,  fringe  benefit,  unemployment, welfare   or  other   plan,   agreement,   policy   or  arrangement,   that  covers   employees, consultants,  directors or officers of Seller or any of its affiliates, or pursuant to which former employees, consultants, directors or officers of Seller or any of its affiliates are or may be entitled to current or future benefits.


(i)        Patriot Act.   Seller is not, and to Seller's knowledge,  no party holding a direct interest in Seller is, named by any Executive Order (including the September 24, 2001,  Executive  Order  Blocking  Property  and  Prohibiting  Transactions  With  Persons Who Commit, Threaten to Commit, or Support Terrorism) or the United States Treasury Department  as  a terrorist,  "Specially Designated  National  and  Blocked  Person," or another banned or blocked person, entity, or nation pursuant to any Law that is enforced or administered by the Office of Foreign Assets Control.


(j)        Non-Foreign   Entity.     Seller   is  not  a  "foreign   person"  or  "foreign corporation" as those terms are defined in the Internal Revenue Code (and the regulations promulgated thereunder).


(k)        Insurance.   Seller has not received any written notice from any insurance company or board of fire underwriters of any defects or inadequacies in or on the Improvements   or  any  part  or  component   thereof  that  would   adversely   affect  the insurability of the Improvements or cause any increase in the premiums for insurance for the Improvements.
(1)      Environmental  Matters.    Seller  has not received  written  notice of any violation  of  any  law  relating  to  environmental  conditions,  hazardous  waste  or  toxic materials with respect to the Property.  To Seller's  knowledge, except as disclosed in the Property  Information  or any other environmental  report obtained  by Purchaser, there is no hazardous substance located on the Property in violation of any federal, state or local environmental or human health or safety laws, codes, ordinances or regulations.


(m)       Licenses  and  Permits.  To  Seller's  knowledge,   Exhibit  I  identifies  all existing Licenses and Permits and true, correct and complete copies of all Licenses and Permits in Seller's possession will be delivered as provided in Section 3.1.  Seller has not received written notice of any violation, revocation or termination  of any such Licenses or Permit.


(n)       Commissions.   Except for any commissions  that may become due as the result of any extension  or renewal right exercised  after the Effective Date by a Tenant, there are no commissions  or referral  fees that  are or may become  due relating to the Existing Leases.


(o)        Special  Assessments.     Seller  has  no  knowledge  of  any  proposed  or pending special assessments, affecting all or any portion of the Property.


(p)       Property   Documents.     The  Property  Information   delivered  or  made available  to Purchaser  pursuant  to Section  3.1 comprises,  to Seller's  knowledge,  true, correct and complete copies of all such documents and information affecting the Property which are utilized by Seller in the normal course of its ownership and operation of the Property.


5.2        Knowledge   Defined.     Any  and  all  uses  of  the  phrase,  "to Seller's  actual knowledge" or other references  to Seller's knowledge in this Agreement, shall mean the actual, present,    conscious   knowledge    of   Scott   Wollney,   Paul   Romano   and   Leslie   DiMaggio (collectively, the "Seller Knowledge Individuals") as to 









a fact at the time given without any investigation  or inquiry.  Without limiting the foregoing, Purchaser acknowledges that the Seller Knowledge Individuals have not performed and are not obligated to perform any investigation or review of any files or other information in the possession of Seller or to make any inquiry of any persons,  or to take any other  actions in connection  with the representations  and warranties of Seller set forth in this Agreement.   Neither the actual, present, conscious knowledge of any other individual  or entity, nor the constructive  knowledge  of any other individual  or entity, shall be imputed   to  the  Seller   Knowledge   Individuals.     Furthermore,   Seller's   representations   and warranties shall be deemed to be modified to reflect any facts or circumstances disclosed in the tenant estoppels received by Purchaser.


5.3        Survival of Seller's Representations,  Warranties and Other Obligations.  The representations  and  warranties  of Seller  set forth  in Section  5.1  hereof  as updated  as of the Closing in accordance with the terms of this Agreement, shall survive Closing for a period of one (1)  year  (the  "Survival  Period").   No  claim  for  a  breach  of  any  representation,  warranty, covenant  or agreement of Seller under or pursuant to this Agreement  including any instrument delivered  to Purchaser  under  or pursuant  to this Agreement  shall  be actionable or payable  if Purchaser  had actual knowledge of the breach in question prior to the Closing.  Seller shall have no  liability  to Purchaser  for a breach of any representation,  warranty,  covenant  or agreement under or pursuant to this Agreement, (but excluding the Deed, the Bill of Sale and Assignment, the  FIRPTA  and the Tax  Indemnity (collectively,  the "Closing Instruments")) (a) unless the valid  claims for all such breaches collectively  aggregate more than Ten Thousand Dollars ($10,000.00),  in which event the full amount of such valid claims shall be actionable up to, but not in excess of Seven Hundred Fifty Thousand Dollars ($750,000.00),  plus reimbursement  of  any  fees due pursuant  to Section  10.16  hereof (the "Cap"), and (b) unless written  notice  containing  a description  of the specific  nature of such  breach  and the amount claimed  to be due from Seller (a "Post-Closing Claim") shall have been given by Purchaser to Seller prior to the expiration of the Survival Period and an action shall have been commenced by Purchaser  against  Seller  with  respect  to  such  Post-Closing  Claim  within  30  days  after  the expiration  of the Survival  Period.   In no event shall Seller  be liable for any consequential  or punitive  damages or for any damages in excess of the Cap.   Seller hereby covenants that, from the  Closing  Date through,  and including,  the date which is the later of (i) the last day of the Survival  Period  and  (ii)  the  date  on  which  any  Post-Closing  Claim  timely  commenced  by Purchaser   within  the  aforementioned   30  day  period  is  resolved  by  a  court  of  competent jurisdiction,  it shall have and maintain a net worth of no less than $750,000.00 ("Minimum Net Worth Requirement"). "Net worth" shall mean Seller's  assets minus its liabilities as determined in accordance with generally accepted accounting principles.  Furthermore, in order to ensure performance  by Seller of any liabilities resulting from a Post-Closing Claim or any payments due from Seller  because of  any reproration  of taxes or other costs in accordance  with Section 4.4 hereof or any post-closing  liability resulting from any indemnity by Seller or a breach by Seller of representation or warranty in the Closing Instruments (collectively, "Seller's Post Closing Obligations"),  Atlas  Financial  Holdings,  Inc. joins this Agreement  for the purposes  of being jointly and severally liable with Seller for any and all of Seller's  Post Closing Obligations.


5.4     Covenants of Seller.


Seller hereby covenants with Purchaser as follows:


(a)        From the Effective Date hereof until the Closing or earlier termination of this  Agreement,   Seller  shall  operate  and  maintain  the  Property,  including,  without limitation,  performing  repairs and maintenance  and performing its obligations  under the Leases,  in a manner  generally consistent  with the manner in which Seller has operated and maintained the Property prior to the date hereof;


(b)       Except  as  provided  in  this  Section 5.4(b),  a  copy  of  any  amendment, renewal, termination or expansion of an Existing Lease or of any new Lease which Seller desires to execute between the Effective Date and the Closing Date will be submitted to Purchaser  prior to execution by Seller, which shall include all Tenant Inducement Costs and leasing commissions  to be incurred in connection  therewith.   Seller shall not enter into  any  new  Lease  or  amend  any existing  Lease  without  the approval  of Purchaser, which approval (i) may be withheld or denied in Purchaser's sole and absolute discretion after the expiration  of the Inspection Period and (ii) shall not be unreasonably  withheld, delayed or conditioned during the Inspection Period.  Purchaser agrees to notify Seller in writing  within  five (5) business  days  after its receipt  









thereof  of either  its approval  or disapproval  thereof.    In  the  event  Purchaser  fails  to  notify  Seller of  its approval or disapproval within the five (5) business day period set forth above, Purchaser shall be deemed to have approved such new Lease, amendment, renewal or expansion. Notwithstanding  the foregoing, Purchaser shall have no right to approve any amendment to an existing Lease entered into by Seller pursuant to evidence the exercise by a tenant of a right or option granted to such tenant in its Lease.


(c)       A copy of any amendment or renewal of an existing Operating Agreement or of any new operating agreement which Seller desires to execute between the Effective Date and the Closing Date will be submitted  to Purchaser  prior to execution  by Seller. Except  as it relates  to Operating  Agreements  that may  be terminated  without  penalty upon no more than thirty (30) days' notice, Seller shall not enter into any new operating agreement, service contract or other agreement that would affect the Property or amend any existing  Operating  Agreement  without  the approval of Purchaser,  which approval (i) may  be  withheld  or  denied  in  Purchaser's  sole  and  absolute  discretion  after  the expiration of the Inspection Period and (ii) shall not be unreasonably withheld, delayed or conditioned  during the Inspection  Period.   Purchaser  agrees to notify Seller in writing within five (5) business days after its receipt thereof of either its approval or disapproval thereof.    In  the  event  Purchaser  fails  to  notify  Seller  in  writing  of  its  approval  or disapproval  within  the five (5) business  day period  set forth above,  Purchaser shall be deemed to have approved such new operating agreement,  amendment, or renewal.  Any operating  agreement  or  amendment  or  renewal  of  an  existing  Operating  Agreement entered into pursuant to this Section 5.4(c) shall be deemed to be an "Assumed Operating Agreement" (as defined below).


(d)       Upon  written  notice  from  Purchaser  on  or  before  the  expiration  of the Inspection Period, Seller shall give appropriate notices of termination of those Operating Agreements    designated  by Purchaser  by a written  notice  given  to Seller  prior to the expiration  of  the  Inspection  Period  (but  only  to  the  extent  termination  is  permitted thereunder  without  penalty);  provided,  however,  that  (i) those  Operating  Agreements designated  with  an  "asterisk"  on   Exhibit F  are  not  terminable  and  shall  be  deemed Assumed Operating Agreements, which Purchaser shall assume at Closing; and (ii) if the notice  period required  to terminate such Operating  Agreements  shall not have expired prior to Closing, at Closing, the Property will be subject to the terms of such Operating Agreements  and such Operating Agreements shall be deemed to be Assumed Operating Agreements.  The Operating Agreements which Purchaser has not required be terminated or which otherwise are not required to be terminated  as aforesaid are herein collectively referred to as the "Assumed  Operating Agreements".


(e)        Seller shall maintain  in existence  and comply  with all of the terms and conditions of the Licenses and Permits in a manner generally consistent with the manner that Seller has done so as of the Effective Date.  Seller shall maintain insurance coverages substantially the same as those currently in effect with respect to the Property, so long as such  coverages  remain  available  at commercially  reasonable  rates,  and shall  maintain such  coverages  as  Seller  would  be  maintaining  if  Seller  did  not  intend  to  sell  the Property.


(f)        Seller shall use commercially reasonable efforts to deliver to Purchaser on or  prior  to  the  Closing  Date  an  estoppel  letter  substantially  in  the  form  attached  as Exhibit E (or, with respect to any tenant, in such other form as may be provided for in such tenant's Lease), from each tenant at the Improvements (the "Estoppel Condition"). Seller's failure to satisfy the Estoppel Condition shall in no instance constitute a default by Seller  under this Agreement  and in the event of such failure,  Purchaser's sole right shall be either  to terminate  this Agreement  in which case the Deposit,  and all interest earned thereon, shall be returned to Purchaser, or to waive the Estoppel Condition (to the extent not satisfied)  and proceed with the Closing.   Notwithstanding  the foregoing, the parties agree that Seller shall have a right, from time to time, to extend the Closing Date for up to a total of thirty (30) days in order to attempt to satisfy the Estoppel Condition upon the giving of notice of such election to Purchaser at least two (2) business days prior to the then existing Closing Date.


(g)       Personal Property.   From the Effective Date until Closing, not transfer or remove any of the 









Personal  Property from the Improvements  except for the purpose or repair or replacement (except as it relates to any artwork) thereof.  Any item of Personal Property replaced after the Effective Date will be installed prior to Closing and be of substantially the same quality of the item of Personal Property being replaced.


(h)       Notices.     From  the  Effective  Date  until  Closing,  promptly  deliver  to Purchaser copies of written default notices, notices of lawsuits and notices of violations affecting the Property.


(i)        No Mortgages,  Purchase  Agreements  or Options.    Seller shall not grant any  mortgages  or  security  interests  in  or  to  the  Property  or  sell  or  enter  into  any agreement to sell or grant an option to purchase the Property.


(j)       Environmental  Questionnaire.   Seller shall complete,  execute and deliver any environmental questionnaire that may be reasonably requested by Purchaser's environmental  consultant  in connection with its preparation of an environmental survey of  the  Property;  provided,  however,  completion  of  the  same  shall  not  include  or  be construed to include any representation or warranty by Seller as to the environmental conditions of the Property.


(k)       Removal of Signage.  Prior to the Closing Date, unless otherwise mutually agreed, Seller shall remove, at Seller's  sole cost and expense, any and all exterior signage located upon the Real Property which identifies Seller or any affiliate of Seller, including, without limitation, the signage mounted to the exterior of the building identifying Atlas, and Seller shall repair any damage caused by such removal.


5.5        Representations  and Warranties  of Purchaser.   Purchaser  hereby  makes the following  representations  and warranties to Seller as of the Effective Date and as of the Closing Date:


(a)        Organization  and Authority.   Purchaser has been duly organized and is validly existing under the laws of the State of Delaware.


(b)        Pending  Actions.   To Purchaser's  actual knowledge,  there is no action, suit, arbitration, unsatisfied order or judgment, government investigation or proceeding pending against Purchaser which, if adversely determined, could individually or in the aggregate materially interfere with the consummation of the transaction contemplated by this Agreement.


(c)        Authority   to   Enter/Noncontravention.      Purchaser   has   full   right, authority,  power  and  capacity:     (i) to  enter  into  this  Agreement   and  each  closing document to be executed and delivered by or on behalf of Purchaser pursuant to this Agreement; and (ii) to carry out the transactions contemplated  hereby and thereby.  This Agreement  and  the  closing  documents  executed  and  delivered   by  or  on  behalf  of Purchaser constitute, or when executed and delivered will constitute,  the legal, valid and binding obligation of Purchaser, each enforceable against Purchaser  in accordance with their respective terms, except as the same may be limited or affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditor's rights and remedies generally, or by equitable principles, including principles of commercial reasonableness,  good faith and fair dealing (whether applied in a proceeding at law or in equity).   To Purchaser's  actual knowledge, the execution, delivery and performance of this Agreement and the closing documents does not and will not violate any term, conditions or provisions of or constitute a default under any bond, note or other evidence of indebtedness or any contract, lease or other instrument, to which Purchaser is a party or requires Purchaser to obtain any approval, consent or waiver of, or make any filing with, any person or authority (governmental or otherwise) that will not be obtained or made prior to the Closing.


(d)       Patriot  Act.   Purchaser  is not, and to Purchaser's  knowledge,  no party holding a direct membership interest in Purchaser is, named by any Executive Order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions  With Persons Who Commit, Threaten to 









Commit, or Support Terrorism) or the United  States  Treasury  Department  as a terrorist,  "Specially Designated  National and Blocked Person," or another banned or blocked person, entity, or nation pursuant to any Law that is enforced or administered by the Office of Foreign Assets Control.


5.6        Purchaser's   Knowledge   Defined.      Any   and   all  uses   of   the  phrase,   "to Purchaser's  actual knowledge" or other references to Purchaser's knowledge in this Agreement, shall   mean   the   actual,   present,   conscious   knowledge   of  Thomas   Frey   (the   "Purchaser Knowledge  Individual") as to a fact at the time  given without  any investigation  or inquiry. Without  limiting the foregoing,  Seller acknowledges  that the Purchaser  Knowledge  Individual have not performed and are not obligated to perform any investigation or review of any files or other  information  in the possession  of Purchaser  or to make any inquiry of any persons, or to take  any other  actions  in connection  with the representations  and warranties  of Purchaser set forth  in  this  Agreement.     Neither  the  actual,  present,  conscious  knowledge   of  any  other individual  or entity, nor the constructive  knowledge  of any other individual  or entity, shall be imputed to the Purchaser Knowledge Individuals.


5.7        Survival of Purchaser's Representations  and Warranties.   The representations and warranties of Purchaser set forth in Section 5.5 hereof as updated as of the Closing Date in accordance  with the terms of this Agreement, shall survive Closing for the Survival Period.  No claim for a breach of any representation, warranty, covenant or agreement of Purchaser under or pursuant to this Agreement including any instrument delivered to Seller under or pursuant to this Agreement   shall  be  actionable  or  payable  if  Seller  had  actual  knowledge  of  the  breach  in question prior to the Closing.   Purchaser shall have no liability to Seller for a breach of any representation   or  warranty  set  forth  in  Section  5.5  (a) unless  the  valid  claims  for  all  such breaches  collectively  aggregate  more than Ten Thousand  and Noll 00 Dollars ($10,000.00),  in which event the full amount of such valid claims shall be actionable up to, but not in excess of Seven  Hundred  Fifty Thousand  and No/100 Dollars ($750,000.00),  plus reimbursement  of any fees due pursuant to Section 10.16 hereof(the "Cap"),  and (b) unless written notice containing a description of the specific nature of such breach and the amount claimed to be due from Seller (a "Post-Closing Claim") shall have been given by Purchaser to Seller prior to the expiration of the Survival  Period  and  an  action  shall  have been  commenced  by Purchaser  against  Seller  with respect to such Post-Closing Claim within 30 days after the expiration of the Survival Period.


ARTICLE VI DEFAULT


6.1       Default  by  Purchaser.   In the event  that the transaction  contemplated  by this Agreement  fails to close due to Purchaser's  default, then Seller shall be entitled, as its sole and exclusive remedy, to terminate this Agreement and receive the Deposit as liquidated damages for the breach of this Agreement, it being agreed between the parties hereto that the actual damages to Seller in the event of such breach are impractical to ascertain and the amount of the Deposit is a reasonable estimate thereof.


6.2       Default   by  Seller.     In  the  event  that  the  transaction  contemplated  by  this Agreement  fails to close due to Seller's default, Purchaser shall be entitled, as its sole remedy, either:  (a) to  receive  the  return  of  the  Deposit,  which  return  shall  operate  to  terminate  this Agreement  and release  Seller  from any and all  liability  hereunder,  provided  that Seller  shall reimburse  Purchaser  for all reasonable out-of-pocket  costs incurred by Purchaser in connection with the negotiation of this Agreement and its inspection of the Property, not to exceed $75,000, plus reimbursement  of any fees due pursuant to Section 10.16 hereof or (b) to enforce specific performance   of  Seller's  obligations  under  this  Agreement,  it  being  acknowledged  that  the Property is unique and that monetary damages would not be an adequate remedy of specific performance  shall not be available to enforce any other obligation of Seller hereunder.  Purchaser shall  be deemed  to have  elected  to terminate  this Agreement  and receive back the Deposit if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before ninety (90) days following the date upon which Closing was to have occurred.   If Purchaser timely elects to seek specific performance   of  this   Agreement,   then  as  a  condition   precedent   to  any  suit  for  specific performance,  Purchaser  shall, on or before the Closing Date, time being of the essence, fully perform  all of its obligations  hereunder which arc capable of being performed  (other than the payment of the Purchase Price, which shall be paid as and when required by the court in the suit for specific  performance).   In 









addition, notwithstanding  any provision to the contrary contained in this Agreement,  the parties hereto hereby agree that Seller's aggregate liability for any actual or alleged default or breach of this Agreement (including, without limitation, any breach of a representation  or warranty made by Seller hereunder, but excluding any claim based upon Seller failure  to close the sale of the Property when legally required to do so as to which Purchaser's sole  remedies  are set forth in the first sentence of this Section 6.2), or any other claim arising under or relating to this Agreement  and/or the Property, shall not exceed the Cap (as defined in Section 5.3 hereof).  The foregoing limitation of remedies and liability was separately bargained for and constitutes material consideration for Seller entering into this Agreement.


6.3        Recoverable Damages.   Notwithstanding Sections 6.1 and 6.2 hereof, in no event shall  the provisions  of Sections 6.1 and 6.2  limit the damages recoverable  by (i)  either party against the other party due to the other party's obligation  to indemnify such party in accordance with Article VIII of this Agreement and (ii) by either party against the other party due to a breach of a party's  obligations under Section 4.4 hereof.


ARTICLE VII RISK OF LOSS


7.1        Minor  Damage.    In the event of loss or damage to the Property or any portion thereof which is not "Major" (as hereinafter defined), Seller shall promptly deliver written notice thereof to Purchaser and this Agreement shall remain in full force and effect provided that Seller shall, at Seller's option, either (a) perform any necessary repairs, or (b) assign to Purchaser all of Seller's right, title and interest in and to any claims and proceeds Seller may have with respect to any insurance  policies (including  any rent loss insurance aiJplicable to any period on and after the Closing Date) or condemnation awards relating to the premises in question.  In the event that Seller elects to perform repairs upon the Property, Seller shall use reasonable efforts to complete such repairs promptly and the Closing Date shall be extended a reasonable time, not to exceed thirty (30) days, in order to allow for the completion of such repairs.   If Seller elects to assign a casualty claim to Purchaser, the Purchase Price shall be reduced by an amount equal to the lesser of the deductible  amount  under Seller's  insurance  policy  and the cost to complete  the repairs. Upon Closing, full risk of loss with respect to the Property shall pass to Purchaser.


7.2       Major  Damage.   In the event of a "Major" loss or damage, Seller shall promptly deliver written notice thereof to Purchaser and Purchaser may elect to either (i) terminate this Agreement  by written notice to Seller, in which event the Deposit shall be returned to Purchaser and neither party shall have any further rights or obligations hereunder (except those obligations of  a  party  that  expressly   survive  the  termination  of  this  Agreement),  or  (ii)  waive  such termination  right  and proceed  with Closing.   If Purchaser  elects  to terminate  this Agreement within  ten (10)  business  days after Seller sends Purchaser  written  notice of the occurrence  of such Major loss or damage (which notice shall state the cost of repair or restoration thereof as opined  by  an  architect,  construction  company,  or  estimator  in  accordance  with  Section 7.3 hereof),  then Purchaser  shall be deemed to have  elected to terminate  this Agreement.    In the event  that  Purchaser  elects  to  proceed  with  Closing,  Seller  shall,  at  Seller's  option,  either (a) perform any necessary repairs, or (b) assign to Purchaser all of Seller's right, title and interest in  and  to  any  claims  and  proceeds  Seller  may  have  with  respect  to  any  insurance  policies (including any rent loss insurance applicable to any period on and after the Closing Date) or condemnation  awards  relating  to the premises  in question.   In the event  that Seller  elects  to perform repairs upon the Property, Seller shall use reasonable efforts to complete such repairs promptly  and the Closing  Date shall be extended  a reasonable  time, not to exceed thirty (30) days,   in order to allow for the completion of such repairs.   If Seller elects to assign a casualty claim  to Purchaser,  the Purchase  Price shall be reduced by an amount equal to the deductible amount  under  Seller's  insurance  policy.   Upon  Closing,  full  risk  of  loss with  respect  to the Property shall pass to Purchaser.


7.3       Definition  of "Major" Loss or Damage.   For purposes of Sections 7.1 and 7.2, "Major" loss or damage refers to the following:  (a) loss or damage to the Property hereof such that the cost of repairing or restoring the premises in question to substantially the same condition which existed prior to the event of damage would be, in the opinion of an architect, construction company  or estimator  selected  by Seller  and  reasonably  approved  by  Purchaser,  equal  to or greater   than   One   Million   and   No/100   Dollars   ($1,000,000.00),    (b) any   loss   due   to   a condemnation  which  permanently  and materially  impairs  the  current  use  of  the Property,  or (c) any uninsured loss for which Seller has not agreed to provide Purchaser with a credit to the Purchase  Price  at Closing.   If Purchaser  









does not give written notice to Seller  of Purchaser's reasons for disapproving an architect, construction company or estimator within five (5) business days  after  receipt  of  notice  of  the  proposed  architect,  Purchaser  shall  be  deemed  to  have approved the party selected by Seller.


ARTICLE VIII BROKERAGE AND INDEMNIFICATION


8.1       Brokerage  Commissions.   Seller  represents  to  Purchaser  that  Seller  has  not retained  any broker in connection  with the transaction  contemplated  in this Agreement,  other than CBRE (the "Seller's Broker"), whose commission shall be paid by Seller.   Purchaser represents  to Seller that Purchaser has not retained any broker, other than Bob Reaumond with CBRE  ("Purchaser's Broker", together  with  the  Seller's  Broker,  the "Broker")  connection with the transaction contemplated in this Agreement.  Each party hereto agrees that if any person or entity other than Broker, makes a claim for brokerage commissions or other fees related to the sale of the Property by Seller to Purchaser, and such claim is made by, through or on account of any acts or alleged  acts of said party or its representatives,  said party will protect, indemnify, defend  and hold the other party free and harmless from and against any and all loss, liability, cost, damage and expense (including reasonable attorneys' fees) in connection therewith.  The provisions of this Section shall survive Closing or any termination of this Agreement.


ARTICLE IX DISCLAIMERS AND WAIVERS


9.1       No Reliance  on Documents.  Except as expressly set forth in the representations and warranties made in Sections 5.1 and 8.1 of this Agreement or contained in any Closing Instrument delivered in connection  with the Closing (the "Reps  and  Warranties"), Seller make no representation  or warranty as to the truth, accuracy or completeness of any materials, data or information delivered by Seller or its agent to Purchaser in connection with the transaction contemplated hereby, including without limitation, any information contained in any offering memorandum  delivered to Purchaser.  Purchaser acknowledges and agrees that all materials, data and  information  delivered  by Seller  or  any  other  party  to  Purchaser  in  connection  with  the transaction contemplated hereby are provided to Purchaser as a convenience only and that any reliance on or use of such materials, data or information  by Purchaser shall be at the sole risk of Purchaser,  except as otherwise expressly stated herein.  Except in connection with the Reps and Warranties,  neither Seller, nor any Affiliate (as defined in Section 10.3 hereof) of Seller, nor the person or entity which prepared any report or reports delivered by Seller to Purchaser shall have any liability to Purchaser for any inaccuracy in or omission from any such reports.


9.2     AS  IS  SALE;  DISCLAIMERS.      EXCEPT  FOR  THE  REPS  AND WARRANTIES,  IT IS UNDERSTOOD  AND  AGREED THAT SELLER  IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS  OF ANY   KIND   OR  CHARACTER,   EXPRESS   OR  IMPLIED,  WITH  RESPECT   TO  THE PROPERTY,  INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY  OR FITNESS FOR A PARTICULAR PURPOSE.


PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY  "AS  IS, WHERE  IS, WITH  ALL FAULTS",  EXCEPT  TO THE EXTENT  OF THE REPS AND WARRANTIES.   OTHER THAN THE REPS AND WARRANTIES, PURCHASER   HAS  NOT  RELIED  AND  WILL  NOT  RELY  ON,  AND  SELLER  IS  NOT LIABLE  FOR  OR  BOUND  BY,  ANY  EXPRESS  OR  IMPLIED  WARRANTIES, GUARANTIES,  STATEMENTS,  REPRESENTATIONS  OR INFORMATION  PERTAINING TO  THE  PROPERTY  OR RELATING  THERETO  MADE  OR FURNISHED  BY SELLER, THE  MANAGER  OF  THE  PROPERTY,  OR  ANY  PARTY  REPRESENTING  OR PURPORTING TO  REPRESENT  SELLER,  TO  WHOMEVER  MADE  OR  GIVEN, DIRECTLY  OR INDIRECTLY, ORALLY OR IN WRITING.    PURCHASER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT  THAT THE PROPERTY  IS BEING  SOLD "AS IS", SUBJECT  TO THE REPS AND WARRANTIES.


PURSUANT TO THIS TERMS OF THIS AGREEMENT SELLER HAS GIVEN PURCHASER  THE 









OPPORTUNITY TO CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL  AND  ENVIRONMENTAL  CONDITIONS  OF  THE  PROPERTY,  AS PURCHASER  MAY DEEM  NECESSARY  OR DESIRABLE  TO SATISFY  ITSELF  AS TO THE CONDITION  OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE  OR CURATIVE  ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES  ON OR DISCHARGED FROM THE PROPERTY, AND PURCHASER WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON   BEHALF   OF   SELLER   OR   ITS  AGENTS      OR   EMPLOYEES   WITH   RESPECT THERETO,   OTHER  THAN  THE  REPS  AND  WARRANTIES   AND  COVENANTS   OF SELLER.   SUBJECT TO THE REPS AND WARRANTIES, UPON CLOSING, PURCHASER SHALL   ASSUME   THE   RISK  THAT  ADVERSE   MATTERS,   INCLUDING   BUT  NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL  CONDITIONS,  MAY  NOT  HAVE  BEEN  REVEALED  BY PURCHASER'S  INVESTIGATIONS,  AND OTHER THAN WITH RESPECT TO THE REPS AND  WARRANTIES,  PURCHASER,  UPON  CLOSING,  DOES  HEREBY  WAIVE, RELINQUISH   AND   RELEASE   SELLER   AND   SELLER'S   AFFILIATES   FROM   AND AGAINST  ANY  AND  ALL  CLAIMS,  DEMANDS,  CAUSES  OF  ACTION  (INCLUDING, BUT   NOT   LIMITED   TO,   CAUSES   OF   ACTION   IN  TORT),   LOSSES,   DAMAGESLIABILITIES, COSTS    AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE   ATTORNEYS'  FEES)  OF  ANY  AND  EVERY  KIND  OR  CHARACTER, KNOWN  OR UNKNOWN,  WHICH  PURCHASER  MIGHT  HAVE  ASSERTED  OR ALLEGED   AGAINST   SELLER   (AND   SELLER'S   AFFILIATES)   AT  ANY   TIME   BY REASON   OF  OR  ARISING   OUT  OF  ANY  LATENT  OR  PATENT   CONSTRUCTION DEFECTS   OR   PHYSICAL   CONDITIONS,   ENVIRONMENTAL   CONDITIONS (INCLUDING PRESENCE  OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR  ABOUT THE PROPERTY)  VIOLATIONS  OF ANY APPLICABLE  LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY.


9.3        Survival of Disclaimers.   The provisions of this Article IX shall survive Closing or any termination of this Agreement.


ARTICLE X MISCELLANEOUS


10.1     Confidentiality.      Purchaser   and   its   representatives   shall   hold   in   strictest confidence  all  Confidential  Documents,  whether  obtained  before  or  after  the  execution  and delivery of this Agreement,  and shall not disclose the same to others; provided, however, that it is understood and agreed that Purchaser may disclose such data and information to the directors, investors, employees, lenders, consultants, accountants, co-venturers, advisors and attorneys of Purchaser  provided that such persons are told of the confidential  nature of such materials  and that  Purchaser  shall  be  liable for any  breach  by them of this Section 10.1;  provided,  further, however,  that  Purchaser  may  disclose  such  data  and  information  (a)  to  comply  with  law, regulation  or judicial  order,  or (b) to enforce  the terms of this Agreement.    In the event this Agreement  is  terminated  or  Purchaser  fails  to  perform  hereunder,  Purchaser  shall  promptly destroy any Confidential  Documents obtained from Seller in connection with this Agreement or the transaction contemplated  herein.  In the event of a breach or threatened breach by Purchaser or  its  agents  or  representatives  of  this  Section 10.1,  Seller  shall  be  entitled  to  an  injunction restraining Purchaser or its  agents  or representatives  from disclosing, in whole or in part, such confidential  information.   Nothing herein shall be construed as prohibiting Seller from pursuing any  other  available  remedy  at  law  or  in  equity  for  such  breach  or  threatened  breach.   The provisions of this Section 10.1 shall terminate at Closing but shall survive any termination of this Agreement.


10.2    Public Disclosure.  Prior to and after the Closing, any release to the public of information   with  respect  to  the  sale  contemplated  herein  or  any  matters  set  forth  in  this Agreement  will be made only in the form and content approved by Purchaser and Seller.  As a public company, Seller may be required to publicly disclose this Agreement and/or the sale contemplated  herein as a material event, and any such disclosure shall not be considered a breach of Article X of this Agreement.  The provisions of this Section 10.2 shall survive the Closing or any termination of this Agreement.











10.3     Assignment.     Subject  to  the  provisions  of  this  Section 10.3,  the  terms  and provisions of this Agreement are to apply to and bind the successors and permitted assigns of the parties hereto.   Seller shall have no right to assign its rights under this Agreement.   Purchaser may not assign its  rights  under this Agreement without first obtaining Seller's written approval, which  approval  shall not  be unreasonably  withheld,  provided  that Seller  consent  shall not be required so long as the proposed assignee is an Affiliate (as defined in this Section) of Purchaser. In  the  event  Purchaser  intends  to assign  its  rights  hereunder,  (a) Purchaser  and the proposed assignee shall execute an assignment and assumption of this Agreement in form and substance reasonably  satisfactory  to Seller,  and (b) in no event shall any assignment  of this Agreement release or discharge Purchaser from any liability or obligation hereunder.  "Affiliate" shall mean, with respect to any specified entity, an entity that controls, is controlled by, or is under common control  with such  specified  entity,  with control  meaning  the power through  the ownership of voting securities, by contract or otherwise to direct the management and policies of such entity. The   provisions  of  this  Section 10.3  shall  survive  the  Closing  or  any  termination  of  this Agreement.


10.4     Notices.    Any  notice pursuant  to this Agreement  shall  be  given in writing  by (a) personal  delivery, (b) reputable overnight delivery service with proof of delivery, (c) United States  Mail,  postage  prepaid,  registered  or  certified  mail,  return  receipt  requested,  (d) legible facsimile  transmission  or (e) email transmission,  in each case sent to the intended addressee at the address set forth below, or to such other address or to the attention of such other person as the addressee  shall  have  designated  by  written  notice  sent in  accordance  herewith,  and  shall be deemed  to have been given upon receipt or refusal to accept delivery, or, in the case of facsimile or  email  transmission,  as of  the  date  of  the  transmission  provided  that  such  transmission  is received   by  the   intended   addressee   prior   to  5:00p.m.  Chicago,   Illinois   time   (and  any transmission  received from and after 5:00p.m., Chicago, Illinois time, shall be deemed received on the next business  day).   Notices  given by Seller's or Purchaser's  attorneys  identified below shall be deemed to have been given by Seller or Purchaser, as the case may be.  Unless changed in accordance  with this Section 10.4, the addresses for notices given pursuant to this Agreement shall be as follows:


If to Seller:             c/o Atlas Financial Holdings, Inc.
150 Northwest Point Boulevard
Elk Grove Village, IL 60007
Attention:  Scott Wollney
Telephone No.:  (847) 700-8600
Fax No.:  (847) 228-2580
Emai1:  swollney@atlas-fin.com




with a copy to:         DLA Piper LLP (US)
203 North LaSalle Street, Suite 1900
Chicago, Illinois  60601
Attention:  Kimberlie Pearlman, Esq. 
Telephone No.:  (312) 368-7061
Fax No.:  (312) 251-2162
Email:  kimberlie.pearlman@dlapiper.com
 
        
If to Purchaser:             150 Northwest Point LLC
c/o Topco Associates LLC
7711 Grosse Point Road
Skokie, IL 60077
Attn:  Thomas Frey
Fax No.:  (847) 676-5634
Email:  tfrey@topco.com


        









with a copy to:            K&L Gates LLP
70 West Madison, Suite 3100
Chicago, Illinois 60602
Attn:  Lawrence A. Eiben
(312)827-1268
E-mail: larry.eiben@klgates.com






  10.5   Modifications. This Agreement cannot be changed orally, and no executory agreement  shall be effective to waive, change, modify or discharge it in whole or in part unless such executory agreement is in writing and is signed by the parties against whom enforcement of any waiver, change, modification or discharge is sought.


10.6     Entire Agreement.   This Agreement, including the exhibits and schedules hereto (all  of which  are incorporated  in this Agreement),  contains  the entire  agreement  between  the parties hereto pertaining to the subject matter hereof and fully supersedes all prior written or oral agreements  and understandings  between the parties pertaining to such subject matter, other than any confidentiality  or access agreement executed by Purchaser and Seller in connection with the Property.


10.7     Further  Assurances.    Each party  agrees  that it will  execute  and deliver such other documents   and take such other action, whether prior or subsequent to Closing, as may be reasonably  requested  by  another  party  to  consummate  the  transaction  contemplated  by  this Agreement so long as the same imposes no additional liability on such party.  The provisions of this Section 10.7 shall survive Closing.


10.8     Counterparts.     This  Agreement  may  be  executed   in  counterparts,   all  such executed counterparts shall constitute the same agreement, and the signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.


10.9     Facsimile Signatures.   In order to expedite the transaction contemplated herein, telecopied, facsimile, or .pdf (exchanged via e-mail) signatures may be used in place of original signatures on this Agreement.   Seller and Purchaser intend to be bound by the signatures on the telecopied,  facsimile or pdf document, are aware that the other party will rely on the telecopied, facsimile or .pdf signatures,  and hereby waive any defenses to the enforcement  of the terms of this Agreement based on the form of signature.


10.10   Severability.    If any provision  of this Agreement  is determined  by a court  of competent  jurisdiction  to be invalid  or unenforceable,  the remainder  of  this Agreement  shall nonetheless  remain in full force and effect; provided  that the invalidity  or unenforceability  of such provision does not materially adversely affect the benefits  accruing to any party hereunder.


10.11   Applicable  Law.     This  Agreement   shall  be  governed  by  and  construed  in accordance  with the laws of the State of Illinois without regard to its conflicts of laws principles. Purchaser  and Seller agree that the provisions of this Section 10.11 shall survive the Closing or any termination of this Agreement.


10.12   No  Third  Party  Beneficiary.    The  provisions  of  this  Agreement  and  of  the documents   to be executed and delivered at Closing are and will be for the benefit of Seller and Purchaser  only and are not for the benefit of any third party.  Accordingly, no third party shall have the right to enforce the provisions of this Agreement  or of the documents   to be executed and delivered at Closing.


10.13   Captions.   The section headings appearing in this Agreement are for convenience of reference only and are not intended, to any extent and for any purpose, to limit or define the text of any section or any subsection hereof.


10.14  Construction.  The parties acknowledge that the parties and their counsel have reviewed  and revised this Agreement  and that the normal rule of construction  to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation  of this Agreement or any exhibits or amendments  hereto.











10.15   Recordation.   This Agreement may not be recorded by any party hereto without the prior written consent of the other parties hereto.   The provisions of this Section 10.15 shall survive the Closing or any termination of this Agreement.


10.16   Attorneys' Fees and Costs.  In the event suit or action is instituted to interpret or enforce the terms of this Agreement,  or in connection  with any arbitration or mediation of any dispute, the prevailing party (as hereinafter defined)  shall be entitled to recover from the other party such sum as the court, arbitrator or mediator may adjudge reasonable as such party's costs and attorney's  fees, including  such costs and fees as are incurred in any trial, on any appeal, in any bankruptcy proceeding (including the adjudication of issues peculiar to bankruptcy law) and in any petition for review.   In addition a prevailing party shall also have the right to recover its reasonable  costs   and attorneys'  fees incurred in collecting  any sum or debt owed to it by the other party, with or without  litigation, if such sum or debt is not paid within fifteen (15) days following written demand therefor.  A "prevailing  party" shall mean the party that obtains a final unappealable judgment in its favor.


10.17   Governmental   Approvals.     Nothing   contained   in  this  Agreement  shall  be construed as authorizing Purchaser to apply for a zoning change, variance, subdivision maps, lot line adjustment,  or other discretionary  governmental  act, approval or permit with respect to the Property prior to the Closing, and Purchaser agrees not to do so.  Purchaser agrees not to submit any reports, studies or other documents, including, without limitation, plans and specifications, impact statements   for water, sewage, drainage or traffic, environmental review forms, or energy conservation  checklists  to any governmental  agency, or any amendment or modification to any such  instruments  or  documents  prior  to the  Closing.    Purchaser's  obligation  to purchase  the Property  shall not be subject to or conditioned upon Purchaser's obtaining any variances, zoning amendments,   subdivision  maps,  lot  line  adjustment  or  other  discretionary  governmental  act, approval or permit.


10.18   Limitation  of Liability.   Purchaser  and Seller  agree that neither Purchaser  nor Seller has, and will not have any claims or causes of action against any disclosed or undisclosed officer, director, employee, trustee, shareholder, member, partner, principal, parent, subsidiary or affiliate of the other party, or the director, employee, trustee, shareholder, member, partner or principal   of  any   such   parent,   subsidiary   or   other  affiliate   (collectively,   the   "Protected Affiliates"), arising out of or in connection with this Agreement or the transactions contemplated hereby.  Without limiting the foregoing, the Protected Affiliates are expressly excluded from any obligation  to indemnify  or hold harmless any party or any similar obligations  or Purchaser or Seller,  as the case may be, under this Agreement.   Each of Purchaser and Seller agrees to look solely to the other party to this Agreement and its assets for the satisfaction of any liability or obligation arising under this Agreement or the transactions contemplated hereby, or for the performance   of  any  of  the  covenants,  warranties  or other  agreements  contained  herein,  and further agrees not to sue or otherwise seek to enforce any personal obligation  against any of the Protected   Affiliates  with  respect  to  any  matters  arising  out  of  or  in  connection  with  this Agreement  or  the  transactions  contemplated  hereby.    Without  limiting  the  generality  of  the foregoing provisions of this Section 10.18, Purchaser and Seller hereby unconditionally and irrevocably  waive any and all claims and causes of action of any nature whatsoever it may now or hereafter  have against  the Protected  Affiliates,  and hereby unconditionally  and irrevocably release  and discharge  the Protected Affiliates from any and all liability whatsoever  which may now  or hereafter  accrue  in  favor of Purchaser  and Seller  against  the Protected  Affiliates,  in connection  with or arising out of this Agreement  or the transactions contemplated  hereby.   The provisions  of this Section 10.18 shall survive the termination of this Agreement and the Closing. Nothing contained in this Section 10.18 shall release, prohibit or limit the obligations of Atlas pursuant to Section 5.3 and the Joinder to the Agreement.


10.19  Saturdays, Sundays, Holidays.  If, under the terms of this Agreement and the calculation of the time periods provided for herein, the Closing Date or any other date to be determined  under this Agreement should fall on a Saturday, a Sunday, a legal holiday or other day on which banks located in Chicago, Illinois are not open for business, then such date shall be extended  to fall on the next business day.   The term "business  day" shall mean any day other than Saturday or Sunday or such other day that banks located in Chicago, Illinois are authorized or required to close.


[SIGNATURE PAGES FOLLOW]











IN WITNESS WHEREOF, the  parties hereto  have duly  executed  this Agreement as of the Effective Date.


Seller:


American Service Insurance Company
        
By:         /s/ Scott D. Wollney
Name:         Scott D. Wollney
Title:        President & CEO











[Signature Page to Sale Agreement made by and between American Service Insurance Company, Inc. and 150 Northwest Point LLC]


PURCHASER:


150 NORTHWEST POINT LLC, a Delaware limited liability company


By:         /s/ Thomas Frey
Name:        Thomas Frey
Title:        Senior Vice President & CFO











[Signature Page to Sale Agreement made by and between American Service Insurance Company, Inc. and 150 Northwest Point LLC]


Escrow  Agent executes  this Agreement  below solely  for the purpose of acknowledging that it agrees to be bound by the provisions of Sections 1.3 and 1.4 hereof.


ESCROW AGENT:


FIRST AMERICAN TITLE INSURANCE COMPANY


By:             /s/ Paula Podvin
Name:             Paula Podvin
Title:             Senior National Escrow Officer











JOINDER


For good and valuable consideration,  the receipt and sufficiency of which is hereby acknowledged,  the  undersigned,  Atlas  Financial  Holdings,  Inc., an affiliate  of Seller, hereby joins this Agreement for the purposes of being jointly and severally liable with Seller for any and all of Seller's  Post Closing Obligations as defined in Section 5.3 of the Agreement.


ATLAS FINANCIAL HOLDINGS, INC.


By:         /s/ Scott D. Wollney
Name:         Scott D. Wollney
Title:        President & CEO













EXHIBIT A


LEGAL DESCRIPTION


PARCEL 1:


LOT   1  IN  THE  FINAL  PLAT  OF  RESUBDIVISION   OF  LOT  7  IN  THE  PARK  AT NORTHWEST  POINT, BEING A SUBDIVISION  OF PART OF THE NORTHEAST  1/4 OF SECTION 21, TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN ACCORDING TO THE PLAT THEREOF RECORDED SEPTEMBER 6, 2001 AS DOCUMENT  0010828531, IN COOK COUNTY, ILLINOIS.


PARCEL 2:


PERPETUAL,  NON-EXCLUSIVE  EASEMENT IN FAVOR OF PARCEL 1 NOTED IN THE DECLARATION OF COVENANTS, EASEMENTS AND RESTRICTIONS RECORDED ON OCTOBER 15, 2001 AS DOCUMENT NUMBER 0010957201, AS AMENDED FROM TIME TO TIME, MADE BY PNWP, LLC, A COLORADO LIMITED LIABILITY COMPANY, FOR THE FOLLOWING PURPOSES ON THE REAL PROPERTY AS DEFINED THEREIN:


(i) FOR VEHICULAR  AND PEDESTRIAN  ACCESS,  INGRESS AND EGRESS  ON, OVER AND ACROSS THOSE PORTIONS OF ANY PRIVATE ROADS OR DRIVES AND WALKWAYS:


(ii) FOR  ACCESS,  INGRESS  AND  EGRESS  BY EMERGENCY  VEHICLES  AND PERSONNEL  ON, OVER AND ACROSS PRIVATE ROADS OR DRIVES OVER THE REAL PROPERTY, SUBJECT TO ANY RELOCATION RIGHTS DESCRIBED HEREIN;


(iii) FOR UTILITIES ON, OVER AND THROUGH THE REAL PROPERTY, FOR THE USE, MAINTENANCE,  REPAIR  AND  REPLACEMENT   OF  SUCH  UTILITIES,   AND  EACH OWNER AGREES FOR THE BENEFIT OF EACH OTHER OWNER TO GRANT SUCH UTILITY EASEMENTS


(iv) FOR VEHICULAR  PARKING  ON, OVER AND ACROSS  213 PARKING  SPACES  IN THE COMMON GARAGE AND 55 SPACES OF SURFACE PARKING ON THE BUILDING 50 PROPERTY


(v) WITH  RESPECT  TO THE BUILDING  50 PROPERTY  GENERALLY  ON AND OVER THE AREA ON THE SITE PLAN AS THE COMMON GARAGE TO CONSTRUCT, USE, OPERATE, MAINTAIN, REBUILD, AND REPLACE THE COMMON GARAGE IN ACCORDANCE  WITH THE TERMS OF THE DECLARATION;


(vi)   FOR   THE   PURPOSE   OF  PASSING   STORM   WATER   DRAINAGE   FROM   THE BUILDING 150 PROPERTY ON SURFACE OR OVER AND THROUGH THE STORM DRAINAGE PIPES AND SYSTEM NOW OR HEREAFTER CONSTRUCTED ON THE BUILDING   50  PROPERTY  AND  THE  RIGHT  TO  ENTER  ONTO  THE  BUILDING  50 PROPERTY  TO  CONSTRUCT  AND REPLACE  THE  NECESSARY  STORM  DRAINAGE PIPES AND SYSTEM TO CARRY SUCH WATER;


(vii)  TO USE AND MAINTAIN  TRASH DUMPSTERS  AND RELATED  EQUIPMENT  ON THE BUILDING 50 PROPERTY.


PARCEL 3:


PERPETUAL,  NON-EXCLUSIVE  EASEMENT IN FAVOR OF PARCEL 1 NOTED IN THE DECLARATION  OF  COVENANTS,  EASEMENTS  AND  RESTRICTIONS  DATED DECEMBER  30, 1982  RECORDED  ON FEBRUARY  3, 1983  AS DOCUMENT  NUMBER 26495247,  AS AMENDED FROM TIME TO TIME, BY LASALLE NATIONAL BANK, NOT PERSONALLY OR INDIVIDUALLY, BUT AS TRUSTEE UNDER TRUST AGREEMENT DATED  MARCH  5, 1980 AND KNOWN AS TRUST NO. 102000, FOR THE FOLLOWING PURPOSES  ON THE REAL PROPERTY AS DEFINED THEREIN:











FOR INGRESS AND EGRESS OVER, UNDER, ACROSS, IN AND UPON THE PROPERTY AND PROVIDE    REASONABLE    AND   NECESSARY    ACCESS    TO   COMMON PROPERTIES AND FOR THE PURPOSE OF PERFORMING THE CONSTRUCTION, INSTALLATION, MAINTENANCE,  OR REPAIR OF SUCH COMMON PROPERTIES.









EXHIBIT B 


SPECIAL WARRANTY DEED


This  Deed,  made  this  ___ day  of ____,  2012,  between  AMERICAN SERVICE  INSURANCE  COMPANY,  INC.,  an  Illinois  corporation  (" Grantor"), and  150 NORTHWEST   POINT  LLC,  a  Delaware  limited  liability  company  ("Grantee"), WITNESSETH,  that Grantor, for and in consideration  of the sum of Ten Dollars ($10.00) and other good and valuable consideration in hand paid, by Grantee, the receipt of which is hereby acknowledged,  by these presents does REMISE, RELEASE, ALIENATE AND CONVEY unto the Grantee, FOREVER, all the following described real estate, situated in the County of Cook and State of Illinois, known and described as follows, to wit:




See  Schedule 1 attached hereto and made a part hereof.




Together  with all and singular  hereditaments  and appurtenances  belonging  there, or in anyway appertaining,  and the reversion or reversions, remainder or remainders, rents, issues and profits  thereof,  and  all  the  estate,  right,  title,  interest,  claim  or  demand  whatsoever,  of  the Grantor,  either  at  law  or  in  equity  of,  in  and  to  the  above-described  premises,  with  the hereditaments  and appurtenances:


TO   HAVE   AND   TO   HOLD   the   said   premises   as  described   above,   with   the appurtenances,  unto the Grantee, forever.


And Grantor, for itself and its successors, does covenant, promise and agree to and with Grantee  and its successors  and assigns that it has not done or suffered  to be done,  anything whereby the said premises hereby granted are, or may be, in any manner encumbered or charged, except  as  herein  recited;  and  that  it  WILL  WARRANT  AND  DEFEND,  FOREVER,  said premises  against  all persons lawfully claiming, or to claim the same, by, through or under it, subject only to those matters listed on  Schedule 2 attached hereto and made a part hereof.


IN WITNESS  WHEREOF,  Grantor  executed  this Deed the day  and  year first above written.


AMERICAN SERVICE INSURANCE COMPANY, INC., an
Illinois corporation






By:         /s/ Scott D. Wollney
Name:         Scott D. Wollney
Title:        President & CEO





















STATE  OF ILLINOIS         )
)
COUNTY OF _________        )








This instrument was acknowledged  before me on the ________day of ________ 2012,   by _______ of American  Service Insurance Company, Inc., an Illinois corporation, on behalf of said corporation.








______________________    
Notary Public in and for
the State____________
Printed Name: _______






My commission expires:
______________________











SCHEDULE 1 TO SPECIAL WARRANTY DEED
DESCRIPTION OF LAND


PINs: 
Address:













SCHEDULE 2 TO SPECIAL WARRANTY DEED PERMITTED EXCEPTIONS


[INSERT all items listed on Schedule B of the Title Policy]











EXHIBIT C


FORM OF BILL OF SALE AND ASSIGNMENT


This  Bill  of  Sale  and  Assignment  is  executed  and  delivered  as  of  the  ______ day  of                         ,   2012   pursuant    to   that   certain   Sale   Agreement  (the   "Agreement"),  dated ____,    2012,    by    and    between     AMERICAN    SERVICE    INSURANCE COMPANY, INC., an Illinois  corporation ("Seller"), and 150 NORTHWEST  POINT LLC, a Delaware  limited   liability   company   ("Purchaser"), covering   the  real  property   described   in Schedule 1 attached hereto ("Real Property").


1.         Sale  of  Personal   Property,   Intangibles.   For  good  and  valuable   consideration, Seller  hereby  sells,  transfers,  sets  over  and conveys  to Purchaser  all of Seller's  right,  title  and interest  in and to:  (a) the Personal  Property  (as defined  in that certain  Sale  Agreement dated  as of April           , 2012  made  by Seller  and Purchaser  (the "Agreement")) and  (b) the Intangibles (as  defined  in the Agreement).   Seller  does  hereby  represent  and  warrant  to Purchaser  and its successors and assigns that the Personal Property  and Intangibles are free and clear from any encumbrances  and  that  Seller   is  the  true  and  lawful   owner   of  the  Personal   Property   and Intangibles and has good right and lawful  authority  to bargain  and sell the Personal  Property  and Intangibles to Purchaser.   Except  as otherwise  expressly set forth herein  or in the Agreement,  the Personal Property  and Intangibles are being transferred by Seller to Purchaser without  any representation or warranty  of any kind or nature, express,  implied,  statutory  or otherwise.
2.          Assignment  of  Leases.     For  good   and  valuable   consideration,  Seller   hereby assigns,   transfers,   sets  over  and  conveys   to  Purchaser,  and  Purchaser  hereby   accepts   such assignment of, all of Seller's  right,  title and interest  in and to the leases  described  in  Schedule 2 attached  hereto (the "Leases").


3.          Assignment  of   Assumed    Operating    Agreements.     For   good   and   valuable consideration, Seller hereby  assigns,  transfers,  sets over and conveys to Purchaser, and Purchaser hereby   accepts   such  assignment of,  all  of  the  Seller's  right,  title  and  interest  in  and  to  the contracts described  in  Schedule 3 attached hereto (the "Assumed Operating Agreements").


4.          Assumption. Purchaser hereby assumes  the obligations of Seller under the Leases and Assumed Operating Agreements first arising from and after the date hereof.


5.         Indemnification.   Seller  shall  defend,   indemnify and  hold  Purchaser   harmless from  and  against  any  claims,  losses,  or  liability  (including  but  without  limitation, reasonable attorneys fees  and disbursements) in any way  related  to the Leases  or  the  Assumed  Operating Agreements and arising  or accruing  prior to the date hereof.   Purchaser shall  defend,  indemnify and hold  Seller  harmless  from  and against  any claims,  losses  or liability  (including but without limitation, reasonable  attorneys  fees and disbursements) in any way related  to the Leases or the Assumed Operating Agreements and first arising or accruing  on or after the date hereof.


6.          Execution in Counterparts.  This  instrument may  be executed  in any  number  of counterparts, each of which  shall  be deemed  to be an original,  and all of such counterparts shall constitute one instrument.  To facilitate  execution  of this instrument, the parties may execute  and exchange by  facsimile  counterparts of the  signature  pages.    This  instrument shall  benefit  and bind Seller and Purchaser and the heirs, legal representatives,  successors, and assigns of each of them.


[Signatures Follow]









IN  WITNESS   WHEREOF,   the  undersigned   have   caused   this  Bill  of  Sale  and
Assignment to be executed as of the date written above.


SELLER:








AMERICAN SERVICE INSURANCE COMPANY, INC., an Illinois corporation


By:                    
Name:                
Title:                    




150 NORTHWEST POINT LLC, a
Delaware limited liability company


By:                    
Name:                    
Title:                    











Schedule 1 to Bill of Sale and Assignment


Description of Real Property









Schedule 2 to Bill of Sale and Assignment


List of Leases











Schedule 3 to Bill of Sale and Assignment


List of Assumed Operating Agreements









EXHIBIT D


FORM OF FIRPTA CERTIFICATE


Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code") provides that a transferee (purchaser)  of a U.S. real property interest must withhold tax if the transferor (seller) 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 (purchaser) that withholding of tax is not required upon the disposition of an ownership interest in U.S. real property  by ("Transferor"),  Transferor hereby certifies, under the penalty of perjury that:


Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Code and in Income Tax Regulations provided thereunder).


Transferor/seller is not a disregarded entity as defined in Section 1.1445 2(b)(2)(iii); 


Transferor's Federal Employer Identification Number is             


Transferor's office address is:
____________________
____________________
____________________


Attention        
Telephone        
Fax            


The address or description of the property which is the subject matter of the indirect disposition is 150 Northwest Point Boulevard, Elk Grove Village, Illinois.


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


Transferor declares that it has examined this certification and to the best of its knowledge and belief, it is true, correct and complete, and further declares that the individual executing this certification on behalf of Transferor has full authority to do so.


[SIGNATURE PAGE FOLLOWS]

















This FIRPTA Certificate is executed as of the _______ day of ________ 2012


AMERICAN SERVICE INSURANCE COMPANY, INC., an Illinois corporation


By:                    
Name:                
Title:                    









EXHIBIT E
TENANT ESTOPPEL FORM


Re:       150 Northwest Point Boulevard, Suite                    , Elk Grove Village, Illinois


Ladies and Gentlemen:


Reference   is  made  to  that  certain   Lease,  dated   as  of ______20__,  between AMERICAN  SERVICE INSURANCE  COMPANY,  INC., an Illinois corporation ("Landlord"), and the undersigned (herein referred to as the "Lease").   A list of the documents comprising the Lease  is  attached  hereto  as  Exhibit  A.    The  undersigned  understands  that  (a) Landlord  has entered into an agreement with 150 NORTHWEST POINT LLC, a Delaware limited liability company  ("Purchaser"),  for  the sale  and  purchase  of  the  building  commonly  known  as 150
Northwest  Point  Boulevard,  Elk  Grove  Village,  Illinois  (the  "Building"),   (b)  Landlord  has requested that the undersigned  execute and deliver this Tenant Estoppel Certificate to Purchaser and  present  and  future  lenders  providing  financing  with  respect  to  the  Building  and related property  (each,  a  "Lender"),  and  (c)  Purchaser,  Lender  and  their  respective  successors  and assigns will rely upon the certifications by the undersigned in this Tenant Estoppel Certificate in connection with the purchase and financing of the Building.  The undersigned hereby certifies as follows:


1.         The undersigned is the current tenant under the Lease and [has/has not yet] taken possession of the leased premises.


2.         The  Lease  is  in  full  force  and  effect  and  has  not  been  amended,  modified, supplemented  or superseded except as indicated in Exhibit A.  The Lease is the entire agreement between  Landlord  and  the  undersigned  Tenant,  and,  without  limiting  the  generality  of  the foregoing, Landlord is not obligated to provide any services to Tenant other than those expressly set forth in the Lease.


3.         There  is  no  defense,   offset,  claim  or  counterclaim   by  or  in  favor  of  the undersigned  against  Landlord  under  the  Lease  or  against  the obligations  of  the  undersigned under the Lease.   The undersigned  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.


4.         The undersigned is not aware of any default now existing of the undersigned or of Landlord  under the Lease, nor of any event which  with notice or the passage of time or both would constitute a default ofthe undersigned or of Landlord under the Lease except:           .


5.         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.


6.          The current  monthly  base rent is $           , and the current  monthly  additional  rent is  $               Base  rent  and  additional   rent  have  been  paid  through ____.   Tenant's Proportionate Share  is ___%. Tenant has fully paid all base rent, additional rent and other sums due and payable  under the Lease on or before the date of hereof  and Tenant  has not paid any rent more  than one month in advance.


7.     There is no remaining rent abatement under the Lease except for:


8.     The term  of the Lease commenced on [or shall commence on]     and expires on  ____, 20___, unless  sooner terminated pursuant  to  the  provisions  of  the Lease.


9.         The undersigned has deposited the sum of$            with Landlord  as security  for the performance of its obligations as tenant  under the Lease, and no portion  of such deposit  has been  applied  by Landlord to any obligation  under the Lease.











10.       All tenant improvement allowances to be paid under the Lease   have been paid or credited in full except  as follows:                                                                                       _


11.       Tenant  is occupying the Premises  and  has  not  assigned  the  Lease  or sublet  any portion  of   the   Premises  or   granted   any   licenses    or   occupancy   agreements,  except   as follows-




Very  truly yours,


[TENANT NAME]


By:                                                                  
Name:                                                              
Title:                                                          















EXHIBIT  A TO TENANT ESTOPPEL CERTIFICATE LIST OF DOCUMENTS COMPRISING LEASE











EXHIBIT F OPERATING AGREEMENTS


See attached.











Contracted Vendors




Vendor            Service Provided 
Affiliated Customer Service    Fire Alarm Monitoring 
Aramark            Deli
Midco                Security System & Badging 
Sebert                Landscape and Snow Removal 
B & B Maintenance        Janitorial
C & C             Pest Control
ComEd            Electric 
Constellation New Energy    Electric 
Diamond Detective Agency    Guard Service 
Fujitec                Elevators
Waste Management        Garbage Service
Westside Mechanical        HVAC
Cintas                Lobby Floor Mat Cleaning




Equipment Leases (Contracted)




Vendor            Service Provided
Quench            Water Coolers
Sweetbush            Plant Rental and Service (lobby plants only) 
Absolute Vending        Coffee Machines & Vending Machines











EXHIBIT G 
LIST OF LEASES






1.     Lease Agreement dated December 31, 2010 made by American Service Insurance
Company, Inc. and Universal Casualty Company; and


2.    Lease Agreement dated August 15, 2010 made by American Service Insurance Company, Inc. and Avalon Risk Management Insurance Agency LLC.











EXHIBIT H
ESCROW AGENT'S WIRING INSTRUCTIONS


See attached.











EXHIBIT I


LICENSES AND PERMITS


None.









EXHIBIT J
EXCLUDED PERSONAL PROPERTY OF SELLER




General
-    All telephones, conference phones, switches, software and related equipment
- All leased furniture, fixtures and equipment, included but not limited to:
o     Coffee Machines 
o     Water Coolers
o     Lobby Plants
o     Vending Machines
o     Mail Center Furniture and Equipment 
o     Scanning Center Equipment
o     Copy machines


1st Floor




Deli     all inventory, service equipment and/or other property owned by the deli operator
Fitness Center- all fitness center equipment
-    Lobby
-     All company signs
		
	-
	Mail Center


		
	- 
	all furniture, fixtures and equipment located in the mail center at the time of inspection


  -     Scanning Center - all furniture, fixtures and equipment located in the scanning center at the time of inspection
		
	-
	Training Room #1- all computer equipment, excluding A/V equipment, located in Training Room #1 at the time of inspection-- Note: we are open to leaving this equipment in the training room for shared use by all building users should this be of interest to Purchaser


   -    Unfinished Storage Area - all storage boxes , located in the storage area at the time of inspection -- Note: unless otherwise agreed with Purchaser, these boxes will be moved prior to the close date


2nd Floor




Tenant Space- all artwork and tenant owned furniture, fixtures and equipment. 
-­ Note:  cubicles and cubicle chairs, as located on the 2nd floor at the time of inspection, are not tenant owned and would become the property of Purchaser on the Close Date but continue to be available for use by tenant during lease term


3rd Floor
		
	-
	All artwork and furniture, fixtures and equipment, excluding cubicles and attached desks, located on the 3rd floor at the time of inspection.  This includes, but is not limited to, furniture in enclosed 











offices, filing cabinets and other business equipment.


Note:  cubicles and cubicle chairs, as located on the 3rd floor at the time of inspection, would become the property of Purchaser on the Close Date but continue to be available for use by tenant during lease term


4th Floor
		
	Tenant Space 
	all artwork and tenant owned furniture, fixtures and equipment, excluding cubicles and cubicle chairs, located on the 4th  floor at the time of inspection




--Note: cubicles and cubicle chairs, as located on the 4111 floor at the time of inspection, are not tenant owned and would become the property of Purchaser on the Close Date but continue to be available for use by tenant during lease term
Data Center- Nortel Phone System, all equipment tagged with an Atlas asset tag, all server racks tagged with an Atlas asset tag (including all equipment contained within designated servers) at the time of inspection


5th Floor


Nothing excluded as of the time of inspection


6th Floor




Nothing excluded as of the time of inspection






For the purposes of this Exhibit J , "the time of inspection" shall mean the time of Purchaser's  inspection during the Inspection Period.