Unassociated Document


    
      Exhibit
10.2

       

      FIRST
AMENDMENT TO

      PURCHASE
AGREEMENT

       

      This
FIRST AMENDMENT TO PURCHASE AGREEMENT (this “First Amendment”) is made and
entered into effective as of February 10, 2010, by and between 2075 FORD
PARKWAY, LLC, a Minnesota limited liability company (“Purchaser”), and BEHRINGER
HARVARD HOPKINS, LLC, a Delaware limited liability company (“Seller”).

       

      RECITALS:

       

      A. Seller
and Purchaser entered into that certain Purchase Agreement dated as of February
3, 2010 (the “Original
Agreement”), pursuant to which Seller agreed to sell to Purchaser and
Purchaser agreed to purchase from Seller certain Property (as defined therein)
on the terms and conditions set forth in the Agreement.

       

      B. Purchaser
and Seller now desire to amend certain provisions of the Original Agreement, all
upon the terms and subject to the conditions set forth in this First
Amendment.

       

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

       

      1. Capitalized
Terms. All capitalized terms not otherwise specifically defined in this
First Amendment shall have meanings ascribed to such terms in the Original
Agreement.

       

      2. Financing
Contingency. Section 3.5 of the Original Agreement is hereby deleted
in its entirety and replaced with the following:

       

      “Purchaser
has informed Seller that it is securing financing for the purchase of the
Property. Notwithstanding the expiration of the Inspection Period, Purchaser
shall have the right to terminate this Agreement and receive the return of the
Earnest Money in the event that it does not secure financing by giving written
notice to Seller not later than March 2, 2010. Such termination right shall be
solely limited to the failure to obtain financing and Purchaser represents and
warrants that it will use commercially reasonable efforts to obtain such
financing. All other aspects of the Property and Property Documents shall be
deemed to have been approved pursuant to Section 3.3. If Purchaser fails to
send Seller written notice of termination pursuant to this Section 3.5 by
March 2, 2010, then Purchaser shall have no further right to terminate except as
expressly set forth in this Agreement.”

       

      3. Time and
Place of Closing. Section 4.1 of the Original Agreement is hereby
deleted in its entirety and replaced with the following:

       

      “The
consummation of the purchase and sale of the Property (“Closing”) shall take
place via facsimile or email through the office of the Escrow Agent, on a date
(the “Closing Date”) mutually agreed upon by the parties, but not later than
March 9, 2010. Simultaneously with the execution of this First Amendment,
Purchaser is making a deposit of an additional Fifty Thousand Dollars ($50,000)
with Escrow Agent. Such Fifty Thousand Dollars ($50,000) shall become a part of
the Earnest Money as such term is used herein and shall be non-refundable except
as otherwise set forth herein. At Closing, Seller and Purchaser shall perform
the obligations set forth in, respectively, Section 4.2 and
Section 4.3 below, the performance of which obligations shall be concurrent
conditions.”

       

      
        
           

        

        
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        Exhibit
10.2

      

       

      4. Counterparts;
Interpretation. This First Amendment may be signed in counterparts and
may be delivered by electronic mail or facsimile, and each counterpart will be
considered an original, but all of which, when taken together, will constitute
one instrument. This First Amendment shall be interpreted to give each of the
provisions their plain meaning. The Recitals are incorporated into the First
Amendment. Each of the parties agrees to permit the use of telecopy or other
electronic signatures in order to expedite the execution and delivery of this
First Amendment, intends to be bound by its respective telecopy or electronic
signature, and is aware that the other will rely on the telecopied or other
electronically transmitted signature.

       

      5. Governing
Law. This First Amendment shall be governed by, interpreted under, and
construed and enforced in accordance with the laws of the State of
Minnesota.

       

      6. No
Further Modification. The Original Agreement remains in full force,
except as amended by this First Amendment, and is hereby ratified and
reaffirmed.

       

      7. Conflicts.
If any conflict between this First Amendment and the Original Agreement should
arise, the terms of this First Amendment shall control.

       

      
        
           

        

        
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        Exhibit
10.2

      

       

      IN
WITNESS WHEREOF, Seller and Purchaser have executed this First Amendment as of
the date written above.

       

       

       

       

      
         

        
          
            
              
                	 	 SELLER:	 
	 	 	 
	Dated:
      _________	
                        BEHRINGER
      HARVARD HOPKINS, LLC,

                        
                          a
      Delaware limited liability company

                        

                      	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	/s/ 	 
	 	Name:
      	 	 
	 	Title: 	 	 
	 	 	 	 


              

            

          

        

        
           

           

          
            
              
                
                  	 	PURCHASER:	 
	 	 	 
	Dated:
      _________	
                                
                            2075
      FORD PARKWAY, LLC,

                            a
      Minnesota limited liability company

                          

                        	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	/s/ 	 
	 	Name:
      	 	 
	 	Title: 	 	 
	 	 	 	 


                

              

            

          

           

          
            
               

            

            
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