Unassociated Document


    Exhibit 10.1

     

     

     

     

    
      
        
          
            	
                     

                     

                    PURCHASE
      AGREEMENT

                     

                    BETWEEN

                     

                    BEHRINGER
      HARVARD HOPKINS, LLC,

                    a
      Delaware limited liability company

                     

                    AS
      SELLER

                     

                  
	
                     

                    AND

                     

                     

                    2075
      FORD PARKWAY, LLC,

                    a
      Minnesota limited liability company

                     

                    AS
      PURCHASER

                     

                     

                    covering
      and describing

                  
	
                     

                     

                    SUNGARD
      OFFICE BUILDING

                     

                     

                    in

                     

                     

                    Hennepin
      County, Minnesota

                     

                     

                     

                  


          

        

      

    

    


    
      
         

      

      
         

        
          

        

      

      
         

        Exhibit
10.1

      

    

    


    PURCHASE
AGREEMENT

     

    THIS
AGREEMENT is entered into as of February ___, 2010 (the “Effective Date”),
between BEHRINGER HARVARD HOPKINS, LLC, a Delaware limited liability company
(“Seller”), and 2075 FORD PARKWAY, LLC, a Minnesota limited liability company
(“Purchaser”).

     

    ARTICLE
I

     

    PURCHASE
AND SALE

     

    1.1 Agreement of Purchase and
Sale. In consideration of their covenants set forth in this Agreement,
Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from
Seller, for the Purchase Price (as hereinafter defined) and on the terms and
conditions set forth herein, the following:

     

    (a) All of
the land situated in the City of Hopkins, the County of Hennepin and the State
of Minnesota, described on Exhibit A
attached hereto and made a part hereof, together with all right, title and
interest of Seller in and to all benefits, privileges, easements, tenements,
hereditaments and appurtenances thereon or appertaining thereto, and together
with all right, title and interest of Seller in and to adjacent streets, alleys
and rights-of-way (the “Real Estate”).

     

    (b) All
structures, buildings, improvements and fixtures, including without limitation
all equipment and appliances, used in connection with the operation or occupancy
thereof, such as heating and air-conditioning systems and facilities used to
provide any utility services, parking services, refrigeration, ventilation,
trash disposal or other services owned by Seller and located on the Real Estate
(“Improvements”).

     

    (c) Seller’s
interest in all leases and other agreements to occupy the Real Estate and/or the
Improvements, or any portion thereof, as amended from time to time, in effect on
the date of Closing, as hereinafter defined (all such leases and agreements
being sometimes collectively referred to herein as “Leases”).

     

    (d) All
intangible property owned by Seller and used in connection with the Real Estate
and Improvements, including specifically, without limitation, all right, title
and interest of Seller in and to the following: (i) all trademarks and
trade names used in connection with any part of the Real Estate and Improvements
(specifically excluding, however, the name “Behringer Harvard,” any derivative
thereof or any name which includes the words “Behringer Harvard” or any
derivative thereof), (ii) all plans and specifications, if any, in the
possession of Seller which were prepared in connection with the construction of
any of the Improvements, (iii) all licenses, permits and warranties now in
effect with respect to the Real Estate and Improvements, and (iv) all
written contracts to which Seller is a party (if any) in effect at Closing (as
hereinafter defined) in any way relating to the Property (as hereinafter
defined), which will survive Closing (“Intangible Property”).

     

    1.2 Property Defined. The
Real Estate, Improvements, Leases and Intangible Property are sometimes
collectively referred to herein as the “Property.”

     

    1.3 Permitted Exceptions.
The Property shall be conveyed subject to the matters which are, or are deemed
to be, Permitted Exceptions pursuant to Article II hereof (herein referred to
collectively as the “Permitted Exceptions”).

     

    
      
         

      

      
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1

        
          

        

      

      
         

        Exhibit
10.1

      

    

     

    1.4 Purchase Price. The
purchase price for the Property shall be Two Million Eight Hundred Seventy-Five
Thousand Dollars ($2,875,000) (“Purchase Price”).

     

    1.5 Payment of Purchase
Price. The Purchase Price, as increased or decreased by prorations and
adjustments as herein provided, shall be payable in full at Closing in cash by
wire transfer of immediately available federal funds to a bank account
designated by Seller in writing to Purchaser prior to the Closing.

     

    1.6 Earnest Money.
Simultaneously with the execution and delivery of this Agreement, Purchaser is
depositing with Chicago Title Insurance Company (the “Escrow Agent”), having its
office at 712 Main Street, Suite 2000E, Houston, Texas 77002-3215 Attention:
Reno Hartfiel, the sum of Fifty Thousand Dollars ($50,000) (the “Earnest Money”)
in good funds, either by certified bank or cashier’s check or by federal wire
transfer. The Escrow Agent shall hold the Earnest Money in an interest-bearing
account in accordance with the terms and conditions of this Agreement. All
interest accruing on such sum shall become a part of the Earnest Money and shall
be distributed as Earnest Money in accordance with the terms of this Agreement.
If Purchaser does not exercise the right to terminate this Agreement in
accordance with Section 2.4 or Section 3.3 hereof, upon the expiration
of the Inspection Period (as such term is defined in Section 3.2 hereof)
the Earnest Money shall be released to Seller and no interest shall accrue on
the Earnest Money so released to Seller. The Earnest Money shall be applied to
the Purchase Price at Closing unless otherwise set forth herein. After the
expiration of the Inspection Period, the Earnest Money shall become
non-refundable to Purchaser unless otherwise expressly set forth in this
Agreement.

     

     

    ARTICLE
II

     

    TITLE AND
SURVEY

     

    2.1 Title Commitment. As
soon after the Effective Date as reasonably practicable through the use of good
faith efforts by Seller, Seller shall cause the Title Company to deliver to
Purchaser, at Seller’s expense, (a) a title commitment (“Commitment”) for
an owner’s policy of title insurance, issued by the Title Company in the amount
of the Purchase Price, and (b) legible copies of all instruments referenced
in Schedule B and Schedule C of the Commitment.

     

    2.2 Survey. As soon after
the Effective Date as reasonably practicable through the use of good faith
efforts by Seller, Seller shall cause to be delivered to Purchaser, at Seller’s
expense, an existing survey (“Existing Survey”) of the Real Estate and
Improvements. Seller will also provide Purchaser with an updated survey at
Seller’s expense (together with the Existing Survey, the “Survey”).

     

    2.3 Review of Commitment and
Survey. Purchaser shall have until January 27, 2010 (the “Title Review
Period”), to notify Seller in writing of such objections as Purchaser may have
to anything contained in the Commitment or the Survey; provided, however, that
Purchaser shall not have the right to object to any Permitted Exceptions
described in Section 2.5 below. If Purchaser fails to object in writing to
any item contained in the Commitment or the Survey during the Title Review
Period, Purchaser shall be deemed to have waived its right to object to such
item, and such item shall thereafter be deemed a Permitted Exception. In the
event that Purchaser objects to any item contained in the Commitment or the
Survey within the Title Review Period (such items being herein referred to as
“Title Defects”), Seller shall notify Purchaser in writing within three (3)
business days following the date of Purchaser’s notice of such Title Defects
(the “Cure Period”) that either (a) the Title Defects have been, or will be
at or prior to Closing, removed from the Commitment or the Survey, as the case
may be, or (b) Seller has failed to arrange to have the Title Defects
removed.

     

    
      
         

      

      
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2

        
          

        

      

      
         

        Exhibit
10.1

      

    

     

    2.4 Failure to Cure Title
Defects. If upon the expiration of the Cure Period Seller has not
notified Purchaser that Seller has arranged to have the Title Defects removed,
then Purchaser may elect (which election must be made in writing within two (2)
business days following expiration of the Cure Period) either: (a) to
terminate this Agreement, in which event the Earnest Money shall be returned to
Purchaser as Purchaser’s sole remedy hereunder; or (b) to take title as it
then is. If Purchaser does not, within two (2) business days after the
expiration of the Cure Period, send written notice to Seller of its election to
terminate this Agreement pursuant to clause (a) of the preceding sentence, then:
(x) Purchaser shall be deemed to have elected to take title as it then is
without any reduction in the Purchase Price; (y) all Title Defects not
removed from the Commitment or the Survey will thenceforth be deemed Permitted
Exceptions; and (z) this Agreement shall remain in full force and effect.
Anything to the contrary in this Agreement notwithstanding, Seller shall have no
affirmative obligation hereunder to expend any funds or incur any liabilities in
order to cause any matters shown in the Commitment or the Survey to be removed,
cured or insured over, except that Seller shall pay or discharge any lien or
encumbrance arising after the date hereof and voluntarily created or assumed by
Seller and not created by or resulting from the acts of Purchaser or other
parties not related to Seller. If the Commitment (or any subsequent revision
thereof) discloses exceptions other than the Permitted Exceptions, and other
than those which Seller has agreed to insure against, pay or discharge, then
unless Purchaser agrees to accept title as it then is without reduction of the
Purchase Price, Seller may, at its option, terminate this Agreement, in which
event the Earnest Money shall be returned to Purchaser as Purchaser’s sole
remedy under this Agreement.

     

    2.5 Other Permitted
Exceptions. In addition to those matters shown in the Commitment and the
Survey which become Permitted Exceptions pursuant to Section 2.4 above, the
following shall also be deemed to be Permitted Exceptions: (a) the Leases;
(b) taxes and standby fees for the year in which Closing occurs;
(c) liens and encumbrances arising after the date hereof to which Purchaser
consents in writing; and (d) any liens or encumbrances of a definite or
ascertainable amount, provided that Seller causes such liens or encumbrances to
be insured around such that same do not appear as an exception in the owner’s
title insurance policy issued to Purchaser pursuant to the
Commitment.

     

    2.6 Owner Title Policy.
Subject to the provisions of Section 2.4, on the Closing Date Seller shall
cause the Title Company to issue an owner’s title insurance policy at Seller’s
cost insuring fee simple title in Purchaser as of the Closing Date, in
accordance with the Commitment, subject only to the Permitted Exceptions;
provided, however, that Seller shall have no obligation to pay anything other
than the basic premium for such title insurance policy. If Purchaser desires to
obtain a modification of the “survey exception” or other modification or
endorsement, same shall be at the sole expense of Purchaser.

     

    2.7 Expiration of Inspection
Period. It is the intent of the parties that the right granted to
Purchaser to terminate this Agreement shall expire upon the expiration of the
Inspection Period, notwithstanding that the Title Review Period, the Cure Period
or any election period may extend beyond the expiration of the Inspection
Period. Accordingly, notwithstanding anything contained herein to the contrary,
if Purchaser has not terminated this Agreement pursuant to Section 2.4(a)
prior to the expiration of the Inspection Period, then Purchaser shall no longer
have any right to terminate this Agreement under Section 2.4(a), and in
such event Purchaser shall be bound to accept title to the Property under the
conditions specified in Sections 2.4(x), 2.4(y) and 2.4(z)
above.

     

    2.8 New Title Defects. In
the event that, after the expiration of the Inspection Period and prior to
Closing, a revision of the Title Commitment or the Survey reveals an adverse
matter objectionable to Purchaser that was not disclosed to Purchaser prior to
the expiration of the Inspection Period and is not a Permitted Exception (a “New
Title Defect”), Purchaser shall have five (5) business days after such matter is
disclosed to Purchaser to send written notice to Seller of such New Title Defect
(it being agreed that if Purchaser fails to object to the New Title Defect
within such five-business-day period, then such New Title Defect shall
thereafter be deemed a Permitted Exception). Seller shall notify Purchaser in
writing within five (5) days following the date of Purchaser’s notice of such
New Title Defect (the “New Title Defect Cure Period”) that either (a) the
New Title Defect has been, or will be at or prior to Closing, removed from the
Commitment or the Survey, as the case may be, or (b) Seller has failed to
arrange to have the New Title Defect removed. If, upon the expiration of the New
Title Defect Cure Period, Seller has not notified Purchaser that Seller has
arranged to have the New Title Defect removed, then Purchaser may elect (which
election must be made in writing within five (5) days following expiration of
the New Title Defect Cure Period) either: (i) to terminate this Agreement
as Purchaser’s sole remedy hereunder (in which event the Earnest Money shall be
returned to Purchaser); or (ii) to take title as it then is. If Purchaser
does not, within five (5) days after the expiration of the New Title Defect Cure
Period, send written notice to Seller of its election to terminate this
Agreement pursuant to clause (i) of the preceding sentence, then
(x) Purchaser shall be deemed to have elected to take title as it then is
without any reduction in the Purchase Price; (y) the New Title Defect will
thenceforth be deemed a Permitted Exception; and (z) this Agreement shall
remain in full force and effect.

     

    
      
         

      

      
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3

        
          

        

      

      
         

        Exhibit
10.1

      

    

     

    ARTICLE
III

     

    INSPECTION
PERIOD

     

    3.1 Property Documents.
As soon after the Effective Date as reasonably practicable through the use of
good faith efforts by Seller, Seller shall deliver or make available to
Purchaser at the Property or at Seller’s office or through a secure website, to
the extent in Seller’s possession, the documents described on Exhibit B
attached hereto and made a part hereof for all purposes (the “Property
Documents”). Purchaser shall, if requested by Seller, execute instruments
acknowledging receipt of the Property Documents or any other document delivered
or made available to Purchaser in connection with the transaction contemplated
hereby. During the Inspection Period (as hereinafter defined), Purchaser may
inspect the Property Documents during normal business hours and may photocopy
same at Purchaser’s expense. Notwithstanding the foregoing provisions, Seller
shall not be obligated to deliver to Purchaser any report described in Exhibit B if the
terms of such report restrict Seller from doing so. With respect to any
environmental report or other report described in Exhibit B which
Seller delivers to Purchaser, Purchaser understands and agrees that
(a) such report shall be delivered to Purchaser for general information
purposes only, (b) Purchaser shall not have any right to rely on any report
received from Seller and will not rely thereon, but rather will rely on
inspections and reports performed by or on behalf of Purchaser, and
(c) Seller shall have absolutely no liability for any inaccuracy in or
omission from any report which it delivers to Purchaser.

     

    3.2 Right of Inspection.
During the period beginning on the Effective Date and ending at 5 p.m.,
Dallas, Texas time, on February 5, 2010 (the “Inspection Period”), Purchaser and
its representatives (including Purchaser’s architects, engineers and
consultants) shall have the right to examine the Property Documents and to make
a physical inspection of the Property (including the right to conduct such soil,
engineering, environmental, hazardous or toxic material, noise pollution,
seismic or other physical test, study or investigation as Purchaser may desire,
provided, however, that Purchaser must obtain Seller’s consent to any physically
invasive testing). In this regard, Purchaser and its authorized agents and
representatives shall be entitled to enter upon the Property at all reasonable
times during the Inspection Period, upon reasonable prior oral or written notice
to Seller and while accompanied by a representative of Seller, subject to the
rights of tenants of the Property. All activities by Purchaser or its
representatives during the Inspection Period shall be coordinated through
Seller’s designated representative, Mark Flynt, including, but not limited to,
contact with tenants, and Seller shall have the right to have a representative
present during any meetings with tenants. All inspections shall occur at
reasonable times agreed upon by Seller and Purchaser and shall be conducted so
as not to unreasonably interfere with use of the Property by Seller or tenants
of the Property. In no event shall Purchaser or its representatives perform any
off-site testing. Purchaser will use its best efforts to minimize any disruption
or interference caused by any such testing and will repair damage caused by such
testing. Purchaser shall indemnify, defend and hold Seller and the Property
harmless of and from any and all losses, liabilities, costs, expenses
(including, without limitation, reasonable attorneys’ fees and costs of court),
damages, liens, claims (including, without limitation, mechanics’ or
materialmen’s liens or claims of liens), actions and causes of actions arising
from or relating to Purchaser’s (or Purchaser’s agents, employees or
representatives) entering upon the Property to test, study, investigate or
inspect the same or any part thereof, whether pursuant to this Section 3.2
or otherwise, except to the extent arising solely from the negligence of Seller.
The foregoing indemnity of Purchaser shall expressly survive the Closing or the
earlier termination of this Agreement.

     

    
      
         

      

      
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4

        
          

        

      

      
         

        Exhibit
10.1

      

    

     

    3.3 Right of Termination
Seller agrees that in the event Purchaser determines, in its sole discretion,
that the Property is not suitable for its purposes, then Purchaser shall have
the right (“Purchaser’s Termination Right”) to terminate this Agreement.
Purchaser’s Termination Right shall be exercisable only by sending written
notice of termination (the “Notice of Termination”) to Seller prior to the
expiration of the Inspection Period. In the event that Purchaser timely
exercises Purchaser’s Termination Right, this Agreement shall terminate and the
Earnest Money shall be returned to Purchaser. If Purchaser fails to send Seller
a Notice of Termination prior to the expiration of the Inspection Period,
Purchaser shall be deemed to have approved the Property Documents and the
Property in all respects and Purchaser’s Termination Right shall automatically
and irrevocably expire.

     

    3.4 Payment of Certain Expenses
Upon Termination. Notwithstanding anything contained in this Agreement to
the contrary, in the event that Purchaser exercises Purchaser’s Termination
Right, Seller shall be responsible for payment of any escrow costs charged by
the Title Company in connection with this Agreement.

     

    3.5 Financing
Contingency. 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 in
the event that it does not secure financing by giving written notice to Seller
not later than February 10, 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 approved pursuant
to Section 3.3 above upon the expiration of the Inspection Period. If
Purchaser fails to send Seller written notice of termination pursuant to this
Section 3.5 by February 10, 2010, then Purchaser shall have no further
right to terminate except as expressly set forth in this Agreement.

     

     

    ARTICLE
IV

     

    CLOSING

     

    4.1 Time and Place. 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
February 16, 2010. Notwithstanding the foregoing, Purchaser shall have the right
to extend the Closing until March 2, 2010, upon written notice to Seller no
later than February 12, 2010, and the simultaneous 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
10.1

      

    

     

    4.2 Seller’s
Obligations at Closing. At Closing, Seller shall:

     

    (a) deliver
to Purchaser a Limited Warranty Deed (the “Deed”) in the form of Exhibit C
attached hereto and made a part hereof for all purposes, executed and
acknowledged by Seller and in recordable form, it being agreed that the
conveyance effected by the Deed shall be subject to the Permitted
Exceptions;

     

    (b) join with
Purchaser in the execution of an Assignment of Leases and Security Deposits in
the form of Exhibit D
attached hereto and made a part hereof for all purposes;

     

    (c) join with
Purchaser in the execution of an Assignment and Assumption of Intangible
Property and Other Rights in the form of Exhibit E
attached hereto and made a part hereof for all purposes;

     

    (d) join with
Purchaser in the execution of letters to tenants at the Real Estate in the form
of Exhibit F
attached hereto and made a part hereof for all purposes;

     

    (e) deliver
to Purchaser an affidavit sworn by an officer of Seller in the form of Exhibit G
attached hereto and made a part hereof for all purposes (the “FIRPTA
Affidavit”), or in such other form as may be prescribed by federal
regulations;

     

    (f) deliver
to Purchaser such tenant estoppel certificates (as described in
Section 5.5(a) hereof) as are in the possession of Seller;

     

    (g) deliver
to Purchaser possession of the Property.

     

    4.3 Purchaser’s Obligations at
Closing. At Closing, Purchaser shall:

     

    (a) pay to
Seller the Purchase Price in cash or immediately available funds, it being
agreed that the Earnest Money shall be delivered to Seller at Closing and
applied towards payment of the Purchase Price.

     

    (b) join with
Seller in execution of the instruments described in Sections 4.2(b),
4.2(c), and 4.2(d);

     

    (c) deliver
to Seller an Agreement Regarding Disclaimers in the form of Exhibit H
attached hereto and made a part hereof for all purposes executed by Purchaser
and counsel for Purchaser; and

     

    (d) deliver
to Seller such evidence as Seller’s counsel and/or the Title Company may
reasonably require as to the authority of the person or persons executing
documents on behalf of Purchaser.

     

    4.4 Prorations. The
following adjustments to the Purchase Price paid hereunder shall be made between
Seller and Purchaser and shall be prorated (as applicable) on a per diem basis
as if Purchaser owned the Property for the entire day on the Closing
Date:

     

    (a) Current
rents, advance rentals (but only to the extent actually received by Seller) and
other income from the Property shall be prorated between Seller and Purchaser at
Closing based upon such amounts actually collected by Seller as of the Closing
Date. Rent which is unpaid or delinquent as of the Closing Date shall not be
prorated, but such unpaid or delinquent rent collected after the Closing Date
shall be delivered as follows: (i) if Seller collects any unpaid or
delinquent rent after the Closing Date, Seller shall deliver to Purchaser any
such rent relating to the Closing Date and any period thereafter within fifteen
(15) days after the receipt thereof, and (ii) if Purchaser collects any
unpaid or delinquent rent after the Closing Date, Purchaser shall deliver to
Seller any such rent relating to the period prior to the Closing Date within
fifteen (15) days after the receipt thereof. Seller and Purchaser agree that
(A) all rent received by Seller after the Closing Date shall be applied
first to delinquent rentals, if any, in the order of their maturity, and then to
current rentals, and (B) all rent received by Purchaser after the Closing
Date shall be applied first to current rentals and then to delinquent rentals,
if any, in inverse order of maturity. Purchaser will make a good faith effort
after Closing to collect all rents (including without limitation the Pass
Through Expenses and percentage rents described in Section 4.4(b) below) in
the usual course of Purchaser’s operation of the Property, but Purchaser will
not be obligated to institute any lawsuit or incur any expense to collect
delinquent rents. Notwithstanding the foregoing provisions, Seller shall not be
required to prorate any amounts collected by Seller after Closing from former
tenants of the Property, it being understood and agreed that Seller may retain
all amounts that Seller recovers from such former tenants.

     

    
      
         

      

      
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        Exhibit
10.1

      

    

     

    (b) With
respect to additional rent attributable to insurance, taxes, common area
maintenance and other operating expenses which are passed through to tenants
under the Leases (the “Pass Through Expenses”) and as of the Closing Date are
unbilled or billed but not yet collected, Purchaser shall, upon collection of
such Pass Through Expenses, remit to Seller an amount equal to that portion of
Pass Through Expenses which accrued prior to the Closing Date. With respect to
Pass Through Expenses which have not been billed to tenants as of the Closing
Date, Purchaser shall bill each tenant for same in accordance with each such
tenant’s Lease. With respect to percentage rents based upon gross sales or other
income generated by the business of a tenant located on the Property during a
specified period of time (the “Applicable Period”), Purchaser shall, upon
collection of such percentage rent, remit to Seller an amount equal to the
product of the percentage rent so collected multiplied by a fraction, the
numerator of which is the number of days which have elapsed in the Applicable
Period prior to the Closing Date and the denominator of which is the total
number of days in the Applicable Period. The obligations set forth in this
Section 4.4(b) shall survive the Closing.

     

    (c) Charges
under service agreements or utility charges (if any) for which Seller is liable,
and other operating expenses of the Property shall be prorated between Seller
and Purchaser at Closing.

     

    (d) Security
deposits shall, at Seller’s option, either be transferred or credited to
Purchaser at Closing. Refundable cash or other refundable deposits posted with
utility companies or other entities in connection with the Property shall, at
Sellers’ option, either be assigned to Purchaser and credited to Seller at
Closing, or Seller shall be entitled to receive and retain such refundable cash
and deposits.

     

    (e) Purchaser
shall be responsible for the payment of (i) all Tenant Inducement Costs (as
hereinafter defined) and leasing commissions which become due and payable
(whether before or after Closing) (A) as a result of any renewals or expansions
of existing Leases which occur between the Effective Date of this Agreement and
the Closing Date, and (B) under any new Leases (including any amendments of
existing Leases) entered into between the Effective Date of this Agreement and
the Closing Date which have been approved (or deemed approved) by Purchaser; and
(ii) all Tenant Inducement Costs and leasing commissions which become due
and payable from and after the Closing Date. If as of the Closing Date Seller
shall have paid any Tenant Inducement Costs or leasing commissions for which
Purchaser is responsible pursuant to the foregoing provisions, Purchaser shall
reimburse Seller therefor at Closing. Seller shall supply invoices and
statements for all such Tenant Inducement Costs and leasing commissions to
Purchaser on or prior to the Closing Date. For purposes hereof, the term “Tenant
Inducement Costs” means reasonable attorneys’ fees and costs incurred in
connection with the preparation and negotiation of a new Lease or a renewal or
expansion of an existing Lease and any out-of-pocket payments required under a
Lease to be paid by the landlord thereunder to or for the benefit of the tenant
thereunder which is in the nature of a tenant inducement, including
specifically, without limitation, tenant improvement costs, lease buyout costs,
and moving, design, refurbishment and club membership allowances. The term
“Tenant Inducement Costs” shall not include loss of income resulting from any
free rental period, it being agreed that Seller shall bear the loss resulting
from any free rental period until the Closing Date and that Purchaser shall bear
such loss from and after the Closing Date. Seller shall, at its sole option,
either transfer to SunGard or pay to Purchaser or Purchaser’s escrow account
Tenant Inducement Costs owed as of the Closing Date to SunGard, if any, pursuant
to that certain Second Amendment to Lease dated February 20, 2009. In the event
that Seller elects to pay Purchaser or Purchaser’s escrow account, then
Purchaser shall be responsible for paying such Tenant Inducement Costs to
SunGard and shall indemnify and hold harmless Seller from any liability,
damages, causes of action, expenses and attorneys’ fees incurred by reason of
failure of Purchaser to pay the Tenant Inducement Costs owed to SunGard, which
obligation shall survive the Closing.

     

    
      
         

      

      
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7

        
          

        

      

      
         

        Exhibit
10.1

      

    

     

    (f) All
prorations described in this Section 4.4 shall be effected by increasing or
decreasing, as appropriate, the amount of cash to be paid by Purchaser to Seller
at Closing. Except for the prorations described in Section 4.4(b) above,
all prorations provided for herein shall be final. Section 4.4(b) above
shall be deemed final if no adjustment thereto is requested within 180 days
after Closing.

     

    4.5 Closing Costs. Seller
shall pay (a) the fees of any counsel representing it in connection with
this transaction; (b) the cost of the preliminary title insurance
commitment; (c) the cost of the Survey; (d) the fees for recording the
Deed; (e) state deed transfer tax, and (f) one-half (1/2) of any
escrow fee which may be charged by the Title Company. Purchaser shall pay
(w) the fees of any counsel representing Purchaser in connection with this
transaction; (x) the premium for the Owner’s Policy of Title Insurance to
be issued by the Title Company at Closing, including the additional premium
chargeable for modification of the survey exception, if such modification is
desired by Purchaser or any endorsements; (y) any mortgage registry tax,
documentary stamp tax, sales tax or similar tax which becomes payable by reason
of the transfer of the Property or any component thereof; and (z) one-half
(1/2) of any escrow fees charged by the Title Company. All other costs and
expenses incident to this transaction and the closing thereof shall be paid by
the party incurring same.

     

    4.6 Delivery of
Documents. Immediately after Closing, Seller shall direct the manager of
the Property to make available at the offices of such manager all books and
records of account, contracts, leases and leasing correspondence, receipts for
deposits, unpaid bills and other papers or documents which pertain to the
operation of the Property together with all advertising materials, booklets,
keys and other items, if any, used in the operation of the Property. Seller
makes no representations regarding the existence or adequacy of such documents
or items for use in management or operation of the Property. The foregoing shall
not include the separate books, records, correspondence and other documentation
of Seller located at its offices, nor shall it include any computer software or
computer programs used by the manager of the Property or Seller in connection
with the Property, it being understood and agreed that the foregoing items are
not part of the “Property” to be conveyed to Purchaser hereunder. After the
Closing, Seller shall have the right to inspect the books and records of the
Property to verify that Purchaser is remitting to Seller all amounts to be
remitted to Seller according to the terms of this Agreement, and for any other
purpose related to Seller’s prior ownership of the Property, and this provision
shall survive Closing.

     

    
      
         

      

      
        Page
8

        
          

        

      

      
         

        Exhibit
10.1

      

    

     

    4.7 Preservation of Right to
Contest. Seller reserves the right to contest after Closing taxes and
assessments with respect to the Property and interest or penalties pertaining
thereto, to the extent same are applicable to periods prior to Closing, and
Seller shall be entitled to any refunds made with respect to such contested
taxes. All taxes imposed because of a change of use or ownership of the Property
after or in connection with the Closing shall be for the account of Purchaser,
and Purchaser shall indemnify and hold Seller harmless of, from and against any
and all costs, damages, expenses, claims, or liability arising from the
imposition of any such taxes. The provisions of this Section shall survive the
Closing.

     

     

    ARTICLE
V

     

     

    


     

     

    REPRESENTATIONS,
WARRANTIES, AND COVENANTS

     

    5.1 Representations and
Warranties of Seller. As of the Effective Date, Seller represents and
warrants to Purchaser as follows:

     

    (a) Seller is
organized, validly existing and in good standing under the laws of the state of
its formation. Seller has the limited liability company or appropriate entity
right, power and authority to sell and convey the Property as provided in this
Contract and to carry out Seller’s obligations hereunder, and that all requisite
action necessary to authorize Seller to enter into this Contract and to carry
out Seller’s obligations hereunder has been taken.

     

    (b) Seller is
not a “foreign person” as defined in Section 1445 of the Internal Revenue
Code of 1986, as amended, and any related regulations.

     

    (c) To
Seller’s knowledge, Seller has received no material written notice claiming
violation of any federal, state, county or municipal law, ordinance, order,
regulation or requirement affecting any portion of the Property that has not
been corrected.

     

    (d) To
Seller’s knowledge, there is no action, suit, proceeding, claim or governmental
investigation pending or threatened against Seller or the Property.

     

    (e) All
leasing commissions due with regard to the primary lease terms of existing
tenants have been paid.

     

    (f) To
Seller’s knowledge, there is no pending or threatened, condemnation or similar
proceeding affecting the Property or any portion thereof.

     

    5.2 Notice of
Breach.

     

    (a) To the
extent that, before the expiration of the Inspection Period, Purchaser obtains
actual knowledge or is deemed to know that Seller’s representations and
warranties are inaccurate, untrue or incorrect in any way, such representations
and warranties shall be deemed modified to reflect such actual or deemed
knowledge as of the end of the Inspection Period. For purposes hereof, Purchaser
shall be deemed to know all information set forth in the written materials
delivered to Purchaser in respect of the Property.

     

    (b) If after
the expiration of the Inspection Period but prior to the Closing, Purchaser
first obtains actual knowledge that any of the representations or warranties
made herein by Seller are untrue, inaccurate or incorrect in any material
respect, Purchaser shall give Seller written notice thereof within five (5) days
after obtaining such actual knowledge (but, in any event, prior to the Closing).
In such event, Seller shall have the right (but not the obligation) to attempt
to cure such misrepresentation or breach and shall, at its option, be entitled
to a reasonable adjournments of the Closing (not to exceed thirty (30) days) for
the purpose of such cure. If Seller elects to attempt to so cure but is unable
to so cure any misrepresentation or breach of warranty, then Purchaser, as its
sole remedy for any and all such materially untrue, inaccurate or incorrect
representations or warranties, shall elect either (i) to waive such
misrepresentations or breaches of representations and warranties and consummate
the transaction contemplated hereby without any reduction of or credit against
the Purchase Price, or (ii) if Purchaser first obtained actual knowledge of
such material misrepresentation or breach of warranty after the end of the
Inspection Period, to terminate this Agreement in its entirety by written notice
given to Seller on the Closing Date, in which event this Agreement shall be
terminated, the Earnest Money shall be returned to Purchaser, and thereafter
neither party shall have any further rights or obligations hereunder except as
provided in any section hereof that by its terms expressly provides that it
survives any termination of this Agreement. Notwithstanding the foregoing, the
limitation on Purchaser’s remedy set forth above shall not apply to an
intentional misrepresentation by Seller.

     

    
      
         

      

      
        Page
9

        
          

        

      

      
         

        Exhibit
10.1

      

    

     

    5.3 Survival of
Representations. It is the intent of Seller and Purchaser that the
representations and warranties made by Seller in Section 5.1 above (the
“Seller Obligations”) shall survive Closing for a period of one hundred eighty
(180) days after the date of Closing. Accordingly, Purchaser and Seller hereby
agree that, notwithstanding any provision of this Agreement or any provision of
law to the contrary, any action which may be brought under this Agreement by
Purchaser against Seller for breach of any Seller Obligations shall be forever
barred unless Purchaser (a) delivers to Seller no later than one hundred
eighty (180) days after the date of Closing a written notice of its claim
setting forth in reasonable detail the factual basis for such claim and
Purchaser’s good faith estimate of its damages arising out of such claim, and
(b) files a complaint or petition against Seller alleging such claim in an
appropriate state or federal court in Hennepin County, Minnesota, no later than
two (2) years after the date of Closing. In no event shall Seller be liable
after the date of Closing for its breach of any Seller Obligations if such
breach was actually known to Purchaser prior to the completion of Closing. With
respect to any matter constituting breach of a Seller Obligation, Seller’s
liability for breach of any Seller Obligations shall be limited as follows:
(i) Seller shall have liability for breach of Seller Obligations only if
the valid claims for all such breaches collectively aggregate more than Twenty
Thousand Dollars ($20,000), in which event the full amount of such claims shall
be actionable, and (ii) Seller’s aggregate liability to Purchaser for
breaches of the Seller Obligations shall not exceed the amount of One Hundred
Thousand Dollars ($100,000) (the “Cap”), it being agreed that in no event shall
Seller’s aggregate liability for such breaches exceed the amount of the
Cap.

     

    5.4 Covenants of Seller.
Seller hereby covenants as follows:

     

    (a) Between
the Effective Date and the Closing Date, Seller shall maintain, or shall cause
the tenant to maintain, the Property in its present condition, ordinary wear and
tear excepted;

     

    (b) Between
the Effective Date and the Closing Date, Seller shall maintain all casualty,
liability and hazard insurance currently in force with respect to the Property;
and

     

    (c) Between
the Effective Date and the Closing Date, Seller shall lease, operate, manage and
enter into contracts with respect to the Property, in the same manner done by
Seller prior to the date hereof, maintaining present services and sufficient
supplies and equipment for the operation and maintenance of the Property in the
same manner as prior to the date hereof; provided, however, that Seller shall
not enter into any service contract that cannot be terminated within thirty (30)
days notice.

     

    
      
         

      

      
        Page
10

        
          

        

      

      
         

        Exhibit
10.1

      

    

    (d) A copy of
each Lease presented to Seller between the Effective Date and the Closing Date
for its approval and execution will be submitted to Purchaser prior to execution
by Seller. Purchaser agrees to notify Seller in writing within five (5) business
days after its receipt of each such Lease of either its approval or disapproval
thereof, including all Tenant Inducement Costs and leasing commissions to be
incurred in connection therewith. In the event Purchaser informs Seller that
Purchaser does not approve any such Lease, which approval shall not be
unreasonably withheld, Seller shall have the option to cancel this Agreement by
written notice thereof to Purchaser within five (5) business days after Seller’s
receipt of written notice of Purchaser’s disapproval of any such Lease, and upon
refund and payment of the Earnest Money to Purchaser, neither party shall have
any further liability or obligation hereunder. In the event Purchaser fails to
notify Seller in writing of its approval or disapproval of any such Lease within
the five (5) day time period for such purpose set forth above, such failure
shall be deemed the approval by Purchaser of such Lease. At Closing, Purchaser
shall reimburse Seller for any Tenant Inducement Costs or leasing commissions
incurred by Seller pursuant to a new Lease approved (or deemed approved) by
Purchaser.

     

    5.5 Actual Knowledge of
Seller. All references in this Agreement to the “actual knowledge” or
“knowledge” of Seller shall refer only to the actual knowledge of the Designated
Employee (as hereinafter defined) of the Dallas, Texas office of Seller and
shall not be construed to refer to the knowledge of any other officer, agent or
employee of Seller or any affiliate of Seller or to impose upon such Designated
Employee any duty to investigate the matter to which such actual knowledge, or
the absence thereof, pertains. As used herein, the term “Designated Employee”
shall refer to Mark Flynt, an employee of Seller who has responsibility for
overseeing the management of the Property, among other assets of
Seller.

     

    5.6 Covenants of
Purchaser. Purchaser hereby covenants as follows:

     

    (a) If
requested to do so by Seller in writing, upon termination of this Agreement
prior to Closing, Purchaser shall deliver to Seller copies of any environmental
reports, engineering reports, structural reports or other due diligence
materials prepared by third parties obtained by Purchaser with respect to the
Property.

     

    (b) Purchaser
is currently in compliance with, and shall at all times during the term of this
Agreement (including any extension thereof) remain in compliance with, the
regulations of OFAC and any statute, 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 other
governmental action relating thereto.

     

    5.7 Tenant
Estoppels/SNDA. Seller shall use reasonable efforts to obtain an estoppel
certificate, in form substantially in accordance with Exhibit I
attached hereto and made a part hereof for all purposes as such form may be
modified to reflect the requirements under the tenant’s lease (the “Estoppel
Certificate”), and an SNDA in form substantially in accordance with Exhibit J
attached hereto and made a part hereof for all purposes, as such form may be
modified to reflect the requirements under the tenant’s lease (the “SNDA”),
executed by SunGard; provided, however, that if Seller is unable to procure such
Estoppel Certificate or SNDA, Purchaser may terminate this Agreement or may,
upon mutual agreement with Seller, extend the Closing Date to afford Seller
additional time to obtain such Estoppel Certificate and SNDA.

     

    
      
         

      

      
        Page
11

        
          

        

      

      
         

        Exhibit
10.1

      

    

     

    ARTICLE
VI

     

    DEFAULT;
REMEDIES

     

    6.1 Default of Purchaser.
In the event Purchaser fails to perform its obligations pursuant to this
Agreement for any reason except failure by Seller to perform hereunder or the
permitted termination hereof by Purchaser or Seller in accordance with the
express provisions hereof, Seller shall be entitled, as its sole remedy, to
terminate this Agreement and recover the Earnest Money as liquidated damages and
not as a penalty, in full satisfaction of claims against Purchaser hereunder.
Seller and Purchaser agree that Seller’s damages resulting from Purchaser’s
default are difficult, if not impossible, to determine and that the Earnest
Money is a fair estimate of those damages which has been agreed to in an effort
to cause the amount of said damages to be certain. In the event of Purchaser’s
default and notwithstanding anything in this Section 6.1 to the contrary,
Seller shall have all remedies available at law or in equity in the event
Purchaser or any party related to or affiliated with Purchaser is asserting any
claims or right to the Property that would otherwise delay or prevent Seller
from having clear, indefeasible and marketable title to the
Property.

     

    6.2 Default of Seller. In
the event Seller fails to perform its obligations pursuant to this Agreement for
any reason except failure by Purchaser to perform hereunder or the permitted
termination hereof by Purchaser or Seller in accordance with the express
provisions hereof, Purchaser may terminate this Agreement by giving Seller
timely written notice of such election prior to or at Closing, in which event
Purchaser shall be entitled to receive back the Earnest Money (together with all
interest earned thereon). The remedy set forth in this Section 6.2 shall be
the sole and exclusive remedy available to Purchaser for Seller’s failure to
close the transaction which is the subject of this Agreement in accordance with
the provisions of this Agreement. Neither Seller nor Purchaser shall be entitled
to specific performance of this Agreement.

     

    6.3 Post-Closing
Remedies. Notwithstanding the provisions of Sections 6.1 and 6.2
above, in the event that after the termination of this Agreement or after
Closing, as the case may be, a party (the “Defaulting Party”) breaches an
obligation hereunder which is expressly stated herein to survive the termination
of this Agreement or Closing, as the case may be, the Defaulting Party shall be
liable to the other party (the “Non-Defaulting Party”) for the direct, actual
damages incurred by the Non-Defaulting Party as a direct result of such breach.
In no event shall the Non-Defaulting Party be entitled to recover from the
Defaulting Party any punitive, consequential or speculative
damages.

     

     

    ARTICLE
VII

     

    RISK OF
LOSS

     

    7.1 Minor Damage. In the
event of loss or damage to the Property or any portion thereof (the “premises in
question”) which is not “major” (as hereinafter defined), this Agreement shall
remain in full force and effect provided Seller performs any necessary repairs
or, at Seller’s option, assign to Purchaser all of Seller’s right, title and
interest to any claims and proceeds Seller may have with respect to any casualty
insurance policies plus any applicable deductibles 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 date of Closing shall be extended a reasonable time in
order to allow for the completion of such repairs.

     

    7.2 Major Damage. In the
event of a “major” loss or damage, Purchaser may terminate this Agreement by
written notice to the other party, in which event the Earnest Money shall be
returned to Purchaser. If Purchaser does not elect to terminate this Agreement
within ten (10) days after Seller sends Purchaser written notice of the
occurrence of major loss or damage, then Seller and Purchaser shall be deemed to
have elected to proceed with Closing, in which event 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 to any claims and proceeds
Seller may have with respect to any casualty insurance policies plus any
applicable deductibles 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
date of Closing shall be extended a reasonable time in order to allow for the
completion of such repairs. Upon Closing, full risk of loss with respect to the
Property shall pass to Purchaser. For purposes of Sections 7.1 and 7.2,
“major” loss or damage refers to the following: (i) loss or damage to the
Property or any portion thereof such that the cost of repairing or restoring the
premises in question to a condition substantially identical to that of the
premises in question prior to the event of damage would be, in the certified
opinion of a mutually acceptable architect, equal to or greater than One Hundred
Thousand Dollars ($100,000); and (ii) any loss due to a condemnation which
permanently and materially impairs the current use of the Property.

     

    
      
         

      

      
        Page
12

        
          

        

      

      
         

        Exhibit
10.1

      

    

     

    ARTICLE
VIII

     

    DISCLAIMERS
AND WAIVERS

     

    8.1 No Reliance on
Documents. Except as expressly stated herein, Seller makes no
representation or warranty as to the truth, accuracy or completeness of any
materials, data or information delivered by Seller to Purchaser in connection
with the transaction contemplated hereby (including specifically, without
limitation, the Property Documents). Purchaser acknowledges and agrees that all
materials, data and information delivered by Seller to Purchaser in connection
with the transaction contemplated hereby (including specifically, without
limitation, the Property Documents) 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. Without limiting the generality of the foregoing provisions, if
any budget or similar document is delivered by Seller to Purchaser, Seller makes
no representation or warranty as to the accuracy thereof, nor shall any such
document be construed to impose upon Seller any duty to spend the amounts set
forth in such budget or other document.

     

    8.2 Disclaimers. EXCEPT
AS EXPRESSLY SET FORTH IN THIS AGREEMENT, 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, FITNESS FOR A PARTICULAR PURPOSE, TITLE
(OTHER THAN SELLER’S WARRANTY OF TITLE TO BE SET FORTH IN THE DEED), ZONING, TAX
CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY
OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE
PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE
PROPERTY DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER
TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. 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 EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT.
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 REAL ESTATE
BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE
OR GIVEN, DIRECTLY OR INDIRECTLY, VERBALLY OR IN WRITING, UNLESS SPECIFICALLY
SET FORTH IN THIS AGREEMENT. PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS
CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE
PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL
CONDITIONS THEREOF, AS PURCHASER DEEMS NECESSARY 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 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 SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS
ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. 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 PURCHASER, UPON CLOSING, SHALL BE
DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER FROM AND AGAINST ANY AND
ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT),
LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND
COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH
PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER AT ANY TIME BY REASON OF
OR ARISING OUT OF ANY CONSTRUCTION DEFECTS, PHYSICAL CONDITIONS, VIOLATIONS OF
ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER
ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY;
PROVIDED, HOWEVER, THAT THE FOREGOING PROVISION SHALL NOT BE CONSTRUED TO LIMIT
ANY REMEDY PROVIDED TO PURCHASER UNDER SECTION 6.3 OF THIS AGREEMENT.
PURCHASER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS
SUBSTANCES OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER
THE DATE OF CLOSING AS A RESULT OF THE INTRODUCTION OF A HAZARDOUS SUBSTANCE
ONTO THE PROPERTY OR THE OCCURRENCE OF AN ENVIRONMENTAL CONDITION AFTER THE DATE
OF CLOSING, SUCH CLEAN-UP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF
AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF PURCHASER.

     

    
      
         

      

      
        Page
13

        
          

        

      

      
         

        Exhibit
10.1

      

    

     

    8.3 Effect and Survival of
Disclaimers. Seller has informed Purchaser that the compensation to be
paid to Seller for the Property has been decreased to take into account that the
Property is being sold subject to the provisions of this Article VIII.
Seller and Purchaser agree that the provisions of this Article VIII shall
survive Closing.

     

     

    ARTICLE
IX

     

    MISCELLANEOUS

     

    9.1 Broker. Seller and
Purchaser represent each to the other that each has had no dealings with any
broker, finder or other party concerning Purchaser’s purchase of the Property
except CB Richard Ellis (“Broker”). If (and only if) the transaction that is the
subject of this Agreement is consummated, Seller shall pay a commission to
Broker pursuant to a separate written agreement between Seller and Broker.
Seller and Purchaser each hereby agree to indemnify and hold the other harmless
from all loss, cost, damage or expense (including reasonable attorney’s fees)
incurred by the other as a result of any claim arising out of the acts of the
indemnifying party (or others on its behalf) for a commission, finder’s fee or
similar compensation made by any broker, finder or any party who claims to have
dealt with such party except Broker. The foregoing representations and
warranties contained in this Section shall survive the Closing. The Texas Real
Estate License Act requires written notice to Purchaser that it should have an
attorney examine an abstract of title to the property being purchased or obtain
a title insurance policy. Notice to that effect is, therefore, hereby given to
Purchaser.

     

    9.2 ERISA. Purchaser
represents that Purchaser is not an employee benefit plan or a governmental plan
or a party in interest of either such a plan, and that the funds being used to
acquire the Property are not plan assets or subject to state laws regulating
investments of and fiduciary obligations with respect to a governmental plan. As
used herein, the terms “employee benefit plan,” “party in interest,” “plan
assets” and “governmental plan” shall have the respective meanings assigned to
such terms in ERISA, and the term “ERISA” shall mean the Employee Retirement
Income Security Act of 1974, as amended, and the regulations promulgated in
connection therewith. Upon the request of Seller, Purchaser shall deliver to
Seller at Closing a certificate stating that the foregoing representations are
true and correct and containing an agreement by Purchaser to indemnify Seller
against any inaccuracy in such representations. The foregoing covenants shall
survive Closing.

     

    9.3 Assignability.
Purchaser may not assign its rights under this Agreement without the prior
written consent of Seller.

     

    9.4 Confidentiality. The
information supplied to or made available to Purchaser by Seller pursuant to
this Agreement shall not be released or disclosed to any other parties unless
and until this transaction has closed without the prior written consent of
Seller. Seller shall not withhold its consent to disclosure of such information
to Purchaser’s attorney or to any prospective lender. In the event that this
transaction is not closed for any reason, then (a) Purchaser shall refrain,
and shall cause its agents, representatives and accountants to refrain, from
disclosing all such information to any other party, (b) Purchaser shall
promptly return to Seller any statements, documents, schedules, exhibits or
other written information obtained from Seller in connection with this Agreement
or the transaction contemplated herein, and (c) notwithstanding anything to
the contrary contained elsewhere in this Agreement, the covenant set forth in
the foregoing clauses (a) and (b) shall survive any termination of this
Agreement. It is understood and agreed that, with respect to any provision of
this Agreement which refers to the termination of this Agreement and the return
of the Earnest Money to Purchaser, such Earnest Money shall not be returned to
Purchaser unless and until Purchaser has fulfilled its obligation to return to
Seller the materials described in clause (b) of the preceding sentence. In the
event of a breach or threatened breach by Purchaser or its agents or
representatives of this Section 9.4, 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.

     

    
      
         

      

      
        Page
14

        
          

        

      

      
         

        Exhibit
10.1

      

    

     

    9.5 Notice. All notices
required or permitted hereunder shall be in writing and shall be served on the
parties at the following address:

     

    
      	
               
      

            	
              If
      to Seller:

            	
              Behringer
      Harvard Hopkins, LLC

            


    

    
      	
               
      

            	
              Attention:
      Mark Flynt

            


    

    
      	
               
      

            	
              15601
      Dallas Parkway, Suite 600

            


    

    
      	
               
      

            	
              Addison,
      Texas 75001

            


    

    
      	
               
      

            	
              Fax
      No.: 214.655.1610

            


    

     

    
      	
               
      

            	
              With
      a copy to:

            	
              Powell
      Coleman & Arnold LLP

            


    

    
      	
               
      

            	
              Attention:
      Carol D. Satterfield

            


    

    
      	
               
      

            	
              8080
      North Central Expressway, Suite
1380

            


    

    
      	
               
      

            	
              Dallas,
      Texas 75001

            


    

    
      	
               
      

            	
              Fax
      No.: 214.365.7111

            


    

     

    
      	
               
      

            	
              If
      to Purchaser:

            	
              2075
      Ford Parkway, LLC

            


    

    
      	
               
      

            	
              Attention:
      Robert Lunieski

            


    

    
      	
               
      

            	
              7831
      E Bush Lake Road, Suite 102

            


    

    
      	
               
      

            	
              Bloomington,
      Minnesota 55439

            


    

    
      	
               
      

            	
              Fax
      No.: 952.832.5533

            


    

     

    
      	
               
      

            	
              With
      a copy to:

            	
              Eric
      Schultz

            


    

    
      	
               
      

            	
              2305
      West 21st
      Street

            


    

    
      	
               
      

            	
              Minneapolis,
      Minnesota 55405

            


    

    
      	
               
      

            	
              Fax
      No.: 952.832.5533

            


    

     

    Any such
notices shall be either (a) sent by certified mail, return receipt
requested, in which case notice shall be deemed delivered upon deposit, postage
prepaid in the U.S. mail, or (b) sent by a nationally recognized overnight
courier, in which case it shall be deemed delivered one business day after
deposit with such courier, (c) delivered by hand delivery, in which case it
shall be deemed delivered upon receipt, or (d) sent by facsimile, with a
copy mailed by first class mail of the U.S. Postal Service. The above addresses
may be changed by written notice to the other party; provided, however, that no
notice of a change of address shall be effective until actual receipt of such
notice. Copies of notices are for informational purposes only, and a failure to
give or receive copies of any notice shall not be deemed a failure to give
notice.

     

    9.6 Time of Essence. Time
is of the essence in this Agreement.

     

    9.7 Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

     

    9.8 Captions. The
captions in this Agreement are inserted for convenience of reference and in no
way define, describe or limit the scope or intent of this Agreement or any of
the provisions hereof.

     

    9.9 Binding Effect. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective legal representatives, successors and permitted
assigns.

     

    9.10 Entire Agreement;
Modifications. This Agreement contains the entire agreement between the
parties relating to the transactions contemplated hereby and all prior or
contemporaneous agreements, understandings, representations or statements, oral
or written, are superseded hereby. No waiver, modification amendment, discharge
or change of this Agreement shall be valid unless the same is in writing and
signed by the party against which the enforcement of such modification, waiver,
amendment discharge or change is sought.

     

    9.11 Partial Invalidity.
Any provision of this Agreement which is unenforceable or invalid or the
inclusion of which would affect the validity, legality or enforcement of this
Agreement shall be of no effect, but all the remaining provisions of this
Agreement shall remain in full force and effect.

     

    9.12 Discharge of
Obligations. Except as otherwise expressly provided herein, the
acceptance of the Deed by Purchaser at Closing shall be deemed to be a full
performance and discharge of every representation, warranty and covenant made by
Seller herein and every agreement and obligation on the part of Seller to be
performed pursuant to the provisions hereof, and such representations,
warranties and covenants shall be deemed to merge into the documents delivered
at Closing.

     

    
      
         

      

      
        Page
15

        
          

        

      

      
         

        Exhibit
10.1

      

    

     

    9.13 Limited Liability.
Purchaser agrees that it does not have and will not have any claims or causes of
action against any disclosed or undisclosed officer, director, employee,
trustee, shareholder, partner, principal, parent, subsidiary or other affiliate
of Seller, or any officer, director, employee, trustee, shareholder, partner or
principal of any such parent, subsidiary or other affiliate (collectively,
“Sellers’ Affiliates”), arising out of or in connection with this Agreement or
the transactions contemplated hereby. Purchaser agrees to look solely to Seller
and its assets 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 Sellers’ Affiliates with respect to any matters arising out of or
in connection with this Agreement or the transactions contemplated hereby. The
provisions of this Section 9.13 shall survive the termination of this
Agreement and the Closing.

     

    9.14 No Third Party
Rights. Nothing in this Agreement, express or implied, is intended to
confer upon any person, other than the parties hereto and their respective
successors and assigns, any rights or remedies under or by reason of this
Agreement.

     

    9.15 Further Assurances.
Both Seller and Purchaser agree that it will without further consideration
execute and deliver such other documents and take such other action, whether
prior or subsequent to Closing, as may be reasonably requested by the other
party to consummate more effectively the transactions contemplated
hereby.

     

    9.16 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.

     

    9.17 Calculation of Time
Periods. Unless otherwise specified, in computing any period of time
described in this Agreement, the day of the act or event after which the
designated period of time begins to run is not to be included and the last day
of the period so computed is to be included, unless such last day is a Saturday,
Sunday or legal holiday under the laws of the State of Texas, in which event the
period shall run until the end of the next day which is neither a Saturday,
Sunday or legal holiday. The final day of any such period shall be deemed to end
at 5 p.m., Dallas, Texas time.

     

    9.18 Applicable Law. THIS
AGREEMENT IS PERFORMABLE IN HENNEPIN COUNTY, MINNESOTA, AND SHALL IN ALL
RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE SUBSTANTIVE
FEDERAL LAWS OF THE UNITED STATES AND THE LAWS OF THE STATE OF MINNESOTA. SELLER
AND PURCHASER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY STATE OR
FEDERAL COURT SITTING IN HENNEPIN COUNTY, MINNESOTA, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT AND HEREBY IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED
IN A STATE OR FEDERAL COURT SITTING IN HENNEPIN COUNTY, MINNESOTA. IF EITHER
PARTY SHALL EMPLOY AN ATTORNEY TO ENFORCE OR DEFINE THE RIGHTS OF SUCH PARTY
HEREUNDER, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER FROM THE
NONPREVAILING PARTY ALL OF ITS REASONABLE EXPENSES, INCLUDING REASONABLE
ATTORNEYS’ FEES. PURCHASER AND SELLER AGREE THAT THE PROVISIONS OF THIS SECTION
SHALL SURVIVE THE CLOSING OF THE TRANSACTION CONTEMPLATED BY THIS
AGREEMENT.

     

    
      
         

      

      
        Page
16

        
          

        

      

      
         

        Exhibit
10.1

      

    

     

    9.19 Municipal Utility District
Notices. Purchaser agrees that if the Property or any portion thereof is
located in a municipal utility district, Purchaser will, within five (5) days
after request by Seller, execute any and all notices which, in the opinion of
counsel for Seller, are required by law to be given to Purchaser with respect to
the Property.

     

    9.20 Exhibits and
Schedules. The following schedules or exhibits attached hereto (herein
sometimes being referred to as “Exhibit”) shall be deemed to be an integral part
of this Agreement:

     

    (i) Legal
Description;

     

    (ii) Property
Documents

     

    (iii) Limited
Warranty Deed

     

    (iv) Assignment
of Leases and Security Deposits

     

    (v) Assignment
and Assumption of Intangible Property and Other Rights

     

    (vi) Tenant
Notice Letters

     

    (vii) FIRPTA
Affidavit

     

    (viii) Agreement
Regarding Disclaimers

     

    (ix) Form of
Tenant Estoppel

     

     

    9.21 Tender of Offer. Upon
execution of this Agreement by Purchaser and delivery of same to Seller, this
Agreement shall constitute an offer which has been submitted by Purchaser to
Seller for Seller’s approval. By executing this Agreement and submitting same to
Seller, Purchaser acknowledges and agrees as follows: (a) this Agreement
may be approved or disapproved by Seller in its sole and unfettered discretion,
with Seller having the right to disapprove this Agreement for any reason
whatsoever, and (b) Seller’s approval of this Agreement shall be evidenced
only by Seller’s execution of this Agreement and delivery of a counterpart
hereof executed by both Seller and Purchaser to the Title Company. Purchaser
acknowledges that Purchaser has not, will not and cannot rely upon any other
statement or action of Seller or its representatives as evidence of Seller’s
approval of this Agreement.

     

    9.22 Like Kind Exchange.
In the event that Seller or Purchaser (the “Exchange Party”) elects to sell the
Property as part of a like kind exchange pursuant to Section 1031 of the
Internal Revenue Code, the other party (the “Non-Exchange Party”) agrees to
cooperate with Seller in connection therewith and to execute and deliver all
documents which reasonably may be required to effectuate such exchange as a
qualified transaction pursuant to Section 1031 of the Code; provided that:
(a) the Closing shall not be delayed; (b) the Non-Exchange Party
incurs no additional cost or liability in connection with the like-kind
exchange; (c) the Exchange Party pays all costs associated with the
like-kind exchange; and (d) the Non-Exchange Party is not obligated to take
title to any property other than the Property.

     

    
      
         

      

      
        Page
17

        
          

        

      

      
         

        Exhibit
10.1

      

    

     

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

     

     

    [SIGNATURES
FOLLOW ON NEXT PAGE]

     

    


    
      
         

      

      
        Page
18

        
          

        

      

      
         

        Exhibit
10.1

      

    

     

     

    
      
        
          
            	 	 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: 	 	 
	 	 	 	 


            

          

        

      

       

       

    

    ACKNOWLEDGMENT
BY TITLE COMPANY

     

    The Title
Company hereby acknowledges receipt of (a) a counterpart of this Agreement
executed by Seller and Purchaser on the ____ day of _______________ 20__, and
(b) Earnest Money from Purchaser in the amount of ____________________ and
No/100 Dollars ($_______________) on the ____ day of _______________
20__.

     

     

    
      
        
          
            	 	
                          
                      CHICAGO
      TITLE INSURANCE COMPANY

                    

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ 	 
	 	Name:
      	 	 
	 	Title: 	 	 
	 


          

        

      

    

     

     

    
      
         

      

      
        Page
19

        
          

        

      

      
         

        Exhibit
10.1

      

    

     

    EXHIBIT
A

     

    LEGAL
DESCRIPTION

     

    Lot 1,
Block 1, Warrington Addition, Hennepin County, Minnesota

     

    
      
         

      

      
        
          Exhibit A – Page
1

        

        
          

        

      

      
         

        Exhibit
10.1

      

    

    
EXHIBIT
B

     

    PROPERTY
DOCUMENTS

     

    Seller
shall deliver the following to Purchaser to the extent in Seller’s possession in
its Dallas office:

     

    1. All
leases and amendments with tenant correspondence

     

    2. Profit
and loss statements for 2008 and 2009, through December 31, 2009

     

    3. Real
estate tax statements for 2009 and prior two years

     

    4. Rent
Roll

     

    5. Current
survey and preliminary commitment for title insurance

     

    6. Existing
“Phase I” environmental report dated February 18, 2004, and prepared by Nova
Consulting Group

     

    
      
         

      

      
        
          
            Exhibit B –
Page 1

          

        

        
          

        

      

      
         

        Exhibit
10.1

      

    

    


    EXHIBIT
C

     

    LIMITED
WARRANTY DEED

     

    STATE DEED TAX DUE HEREON: $_______

    Date:
__________________________________

     

    FOR
VALUABLE CONSIDERATION, ____________________, a ____________________ under the
laws of the State of Minnesota, Grantor, hereby conveys and quitclaims to
____________________, a ____________________ under the laws of the State of
Minnesota, Grantee, real property in ____________________ County, Minnesota,
described as follows:

     

    See
Exhibit A attached hereto,

     

    together
with all hereditaments and appurtenances.

     

    This Deed
conveys after-acquired title. Grantor warrants that Grantor has not done or
suffered anything to encumber the property, EXCEPT:

     

    Check
Box if Applicable:

    
      
        	
                o

              	
                The
      Seller certifies that the seller does not know of any wells on the
      described real property.

              
	
                o

              	
                A
      well disclosure certificate accompanies this document.

              
	
                o

              	
                I
      am familiar with the property described in this instrument and I certify
      that the status and number of wells on the described real property have
      not changed since the last previously filed well disclosure
      certificate.

              


      

    

     

    
       

      
        
          
            
              	 	
                            
                         

                      

                    	 
	 	a	 	 
	
                       

                    	
                      By:
      

                    	 	 
	 	Name:
      	 	 
	 	Title: 	 	 
	 


            

          

        

      

       

      
        
           

        

        
          
            Exhibit C –
Page 1

          

          
            

          

        

        
           

          Exhibit
10.1

        

      

       

    

    
      
        	 
      	 
      
	
                STATE
      OF MINNESOTA

              	
                §

              
	 
      	 
      
	
                 

              	
                §
      ss.

              
	 
      	 
      
	
                COUNTY
      OF

              	
                §

              


      

    

     

    The
foregoing instrument was acknowledged before me on this ___ day of
_______________ 20___, by ____________________, the ____________________ of
____________________, a ____________________ under the laws of the State of
Minnesota, on behalf of the Company.

     

    
      
        
          
            
              
                
                  
                    
                      	
                              notarial
      stamp or seal (or other title or rank)

                               

                               

                               

                            	
                               

                              ________________________________________

                              SIGNATURE
      OF PERSON TAKING ACKNOWLEDGEMENT

                              Check
      here if part or all of the land is Registered 

                              (Torrens) o

                               

                            
	      
                              this
      instrument was drafted by (name and address):

                            	Tax
      Statements for the real property described in this instrument should be
      sent to (include name and address of
Grantee):


                    

                  

                

              

            

          

        

         

        
          
             

          

          
            
              Exhibit C –
Page 2

            

            
              

            

          

          
             

            Exhibit
10.1

          

        

      

    

     

    EXHIBIT
D


     

    ASSIGNMENT
OF LEASES AND SECURITY DEPOSITS

     

    
      
        	
                THE
      STATE OF TEXAS

              	
                §

              
	
                 

              	
                §     
      KNOW ALL MEN BY THESE PRESENTS:

              
	
                COUNTY
      OF DALLAS

              	
                §

              


      

    

     

    BEHRINGER
HARVARD _____________, a _______________ (“Assignor”), in consideration of the
sum of Ten and No/100 Dollars ($10.00) in hand paid and other good and valuable
consideration, the receipt of which is hereby acknowledged, hereby assigns,
transfers, sets over and conveys to ____________________, a ____________________
(“Assignee”), all of Assignor’s right, title and interest in and to all leases,
including any and all security deposits made by tenants pursuant to said leases,
in effect at the real property in __________ County, Texas more particularly
described on Exhibit A
attached hereto (“Existing Leases”); provided, however, that Assignor reserves
and retains for itself any and all claims and causes of action that have accrued
to Assignor under Existing Leases prior to the effective date of this Assignment
of Leases and Security Deposits.

     

    IN
WITNESS WHEREOF, Assignor has executed this Assignment to be effective as of the
____ day of _______________ 20__.

     

    
       

       

      
        
          
            
              	 	ASSIGNOR	 
	 	 	 
	 	
                            
                        BEHRINGER
      HARVARD                   ,

                      

                    	 
	 	a                 	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	 	 
	 	Name:
      	 	 
	 	Title: 	 	 
	 	 	 	 


            

          

        

      

      
         

      

    

     

    
      
        	
                THE
      STATE OF TEXAS

              	
                §

              
	
                 

              	
                §     
      

              
	
                COUNTY
      OF DALLAS

              	
                §

              


      

    

     

    This
instrument was acknowledged before me on the ____ day of _______________ 20__,
by ____________________, ____________________ of Behringer Harvard
_____________, a _______________, on behalf of said corporation.

     

    
       

      
        
          
            
              	 	 	 
	 	 	 	 
	 	 	Notary
      Public	 


            

          

        

      

    

     

    
      
         

      

      
        
          Exhibit D –
Page 1

        

        
          

        

      

      
         

        Exhibit
10.1

      

    

     

    ACCEPTANCE

     

    Assignee
hereby accepts the foregoing Assignment of Leases and Security Deposits and
agrees to assume, fulfill, perform and discharge all the various commitments,
obligations and liabilities of Assignor under and by virtue of the Existing
Leases hereby assigned, which arise on or after the effective date hereof,
including the return of security deposits, and does hereby agree to defend,
indemnify and hold harmless Assignor from any liability, damages, causes of
action, expenses and attorneys’ fees incurred by Assignor by reason of the
failure of Assignee from and after the effective date hereof to fulfill, perform
and discharge all of the various commitments, obligations and liabilities of
Assignor under and by virtue of the Existing Leases assigned hereunder,
including the return of security deposits, which arise on or after the effective
date hereof.

     

    IN
WITNESS WHEREOF, this Acceptance has been executed to be effective as of the
____ day of _______________ 20__.

     

    
       

      
        
          
            
              	 	ASSIGNEE	 
	 	 	 
	 	
                            
                                                 

                      

                    	 
	 	a                            	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	 	 
	 	Name:
      	 	 
	 	Title: 	 	 
	 	 	 	 


            

          

        

      

       

    

    
       

      
        
          	
                  THE
      STATE OF TEXAS

                	§
	
                   

                	
                  §     
      

                
	
                  COUNTY
      OF DALLAS

                	
                  §

                


        

      

    

     

     

    This
instrument was acknowledged before me on the ____ day of _______________ 20__,
by ____________________, ____________________ of ____________________, a
____________________, on behalf of said ____________________.

     

     

    
      
        	 	 	 
	 	 	 	 
	 	 	Notary
      Public	 


      

    

     

    
      
         

      

      
        
          Exhibit D –
Page 2

        

        
          

        

      

      
         

        Exhibit
10.1

      

    

    
 

    EXHIBIT
E


     

    ASSIGNMENT
AND ASSUMPTION OF INTANGIBLE PROPERTY

     

    AND OTHER
RIGHTS

     

    
       

      
        
          	
                  THE
      STATE OF TEXAS

                	
                  §

                
	
                   

                	
                  §     
      KNOW ALL MEN BY THESE PRESENTS:

                
	
                  COUNTY
      OF ______________

                	
                  §

                


        

      

       

    

     

    FOR VALUE
RECEIVED, BEHRINGER HARVARD _____________, a _______________ (“Assignor”) hereby
conveys, assigns, transfers, and sets over unto ____________________, a
____________________ (“Assignee”), all the right, title and interest of Assignor
in and to any and all intangible property owned by Assignor and used in
connection with the real estate described on Exhibit A
attached hereto and made a part hereof, and the buildings and improvements
located thereon (“Property”), including without limitation, the right, if any,
to use the name “____________________ Office Building” (specifically excluding,
however the name “Behringer Harvard,” any derivative thereof or any name which
includes the name “Behringer Harvard’ or any derivative thereof), all plans and
specifications in the possession of Assignor which were prepared in connection
with any of the Property, all assignable licenses, permits and warranties now in
effect with respect to the Property, all assignable written contracts and
commitments, if any, described on Exhibit B
attached hereto and made a part hereof, all assignable equipment leases and all
rights of Assignor thereunder relating to equipment located on the Property
which will survive the closing hereunder, but excluding cash on hand and in bank
and escrow accounts, and further excluding any furniture, furnishings, fixtures,
business equipment or articles of personal property belonging to tenants
occupying the Property or otherwise excluded pursuant to Tenant Estoppel
Certificates executed by such tenants in accordance with that certain Purchase
Agreement between Assignor, as seller, and Assignee, as purchaser, dated
_______________, 20__, for the sale and purchase of the Property.

     

    This
Assignment shall be binding upon and shall inure to the benefit of Assignor,
Assignee and their respective successors and assigns.

     

    IN
WITNESS WHEREOF, Assignor has executed this Assignment and Assumption of
Intangible Property and Other Rights to be effective as of the ____ day of
_______________ 20__.

     

    
       

      
        
          
            
              	 	 	 
	 	
                            
                        BEHRINGER
      HARVARD                   ,

                      

                    	 
	 	a                 	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	 	 
	 	Name:
      	 	 
	 	Title: 	 	 
	 	 	 	 


            

          

        

      

       

      
        
           

        

        
          
            Exhibit E –
Page 1

          

          
            

          

        

        
           

          Exhibit
10.1

        

      

    

     

    ACCEPTANCE

     

    Assignee
hereby accepts the foregoing Assignment and Assumption of Intangible Property
and Other Rights and agrees to become responsible for and assume, fulfill,
perform, discharge and observe all obligations, covenants, conditions and
provisions accruing or arising or required from and after the date hereof with
respect to the above-described property, and does hereby agree to defend,
indemnify and hold harmless Assignor from any liability, damages, causes of
action, expenses and attorneys’ fees incurred by Assignor by reason of the
failure of the undersigned from and after the date hereof to fulfill, perform,
discharge and observe all of the various obligations, covenants, conditions and
provisions with respect to the above-described property.

     

    IN
WITNESS WHEREOF, this Acceptance has been executed by Assignee to be effective
as of the ____ day of _______________ 20__.

     

    
      
        
          
            
              
                	 	 	 
	 	
                              
                                                   

                        

                      	 
	 	a                            	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	 	 
	 	Name:
      	 	 
	 	Title: 	 	 
	 	 	 	 


              

            

          

        

         

        
          
             

          

          
            
              Exhibit E –
Page 2

            

            
              

            

          

          
             

            Exhibit
10.1

          

        

      

    

     

    EXHIBIT
F


     

    NOTICE OF
PURCHASE AND LEASE ASSIGNMENT TO TENANTS

     

    _______________,
20__

     

    [Name and
Address of Tenant]

     

    
      	
               
      

            	
              Re:
      Sale of ____________________

            


    

     

    Gentlemen:

     

    Please be
advised that ____________________ (“Purchaser”) has purchased the captioned
property, in which you occupy space as a tenant pursuant to a lease dated
_______________, 20__ (the “Lease”), from Behringer Harvard _____________
(“Behringer Harvard”), the previous owner thereof. In connection with such
purchase, Behringer Harvard has assigned its interest as landlord in the Lease
to Purchaser and has transferred your security deposit in the amount of
$_______________ (the “Security Deposit”) to Purchaser. Purchaser specifically
acknowledges the receipt of and responsibility for the Security Deposit, the
intent of Purchaser and Behringer Harvard being to relieve Behringer Harvard of
any liability for the return of the Security Deposit.

     

    All
rental and other payments that become due subsequent to the date hereof should
be payable to ____________________ and should be addressed as
follows:

     

    ____________________

     

    ____________________

     

    ____________________

     

    In
addition, all notices from you to the landlord concerning any matter relating to
your tenancy should be sent to ____________________ at the address
above.

     

    
       

      
         

        
          
            
              
                	 	Very
      truly yours,	 
	 	
                              
                                                   

                        

                      	 
	 	a                            	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	 	 
	 	Name:
      	 	 
	 	Title: 	 	 
	 	 	 	 


              

            

          

        

         

        
          
            
              
                	 	 	 
	 	
                              
                          BEHRINGER
      HARVARD                   ,

                        

                      	 
	 	a                 	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	 	 
	 	Name:
      	 	 
	 	Title: 	 	 
	 	 	 	 


              

            

          

        

         

        
          
             

          

          
            
              Exhibit F –
Page 1

            

            
              

            

          

          
             

            Exhibit
10.1

          

        

      

    

                                                                    

    EXHIBIT
G 

     

    FIRPTA
AFFIDAVIT

     

    
       

      
        
          	
                  THE
      STATE OF TEXAS

                	§
	
                   

                	
                  §     
      

                
	
                  COUNTY
      OF DALLAS

                	
                  §

                


        

      

    

     

    Section 1445
of the Internal Revenue Code provides that a transferee of a U.S. real property
interest must withhold tax if the transferor is a foreign person. To inform
____________________, a ____________________ corporation (Transferee”), that
withholding of tax is not required upon the disposition of a U.S. real property
interest by Behringer Harvard _____________, a _______________ (“Transferor”),
the undersigned hereby certifies as follows:

     

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

     

    2. Transferor’s
U.S. employer identification number is: #__________;

     

    3. Transferor’s
office address is 14001 North Dallas Parkway, Suite 800, Dallas, Texas
75240.

     

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

     

    Under
penalties of perjury, the undersigned, in the capacity set forth below, hereby
declares that he has examined this certification and to the best of his
knowledge and belief it is true, correct, and complete, and the undersigned
further declares that he has authority to sign this document in such
capacity.

     

    EXECUTED
to be effective as of the ____ day of _______________ 20__.

     

    
      
        
          
            	 	 	 
	 	
                          
                      BEHRINGER
      HARVARD                   ,

                    

                  	 
	 	a                 	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	Name:
      	 	 
	 	Title: 	 	 
	 	 	 	 


          

        

      

    

     

    SWORN TO
AND SUBSCRIBED BEFORE ME this ____ day of _______________ 20__.

     

    
       

      
        
          	 	 	 
	 	 	 	 
	 	 	Notary
      Public	 


        

      

    

     

    
      
         

      

      
        
          Exhibit G –
Page 1

        

        
          

        

      

      
         

        Exhibit
10.1

      

    

    


    EXHIBIT
H

     

    AGREEMENT
REGARDING DISCLAIMERS

     

    This
Agreement Regarding Disclaimers (this “Agreement”) is made to be effective as of
the ____ day of _______________ 20__, by ____________________, a
____________________ (“Purchaser”), for the benefit of Behringer Harvard
_____________, a _______________ (“Seller”).

     

    RECITALS

     

    A.           Seller
and Purchaser executed that certain Purchase Agreement (herein so called) dated
to be effective as of the ____ day of _______________ 20__, regarding the sale
and purchase of certain property more specifically described therein (the
“Property”).

     

    B.           The
Purchase Agreement requires that at Closing (as defined in the Purchase
Agreement) Purchaser and its counsel shall execute this Agreement;

     

    NOW
THEREFORE, Purchaser does hereby confirm and agree as follows:

     

    1. No Reliance.
Purchaser acknowledges and agrees that Purchaser has had ample opportunity to
review documents concerning the Property and to conduct physical inspections of
the Property, including specifically, without limitation, inspections regarding
the environmental condition of the Property, the structural condition of the
Property, and the compliance of the Property with the Americans with
Disabilities Act of 1990, 42 U.S.C. §12101 et seq. Purchaser hereby represents,
warrants and agrees that (a) Purchaser has examined the Property and is familiar
with the physical condition thereof and has conducted such investigations of the
Property (including without limitation the environmental condition thereof) as
Purchaser has deemed necessary 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, (b) except as expressly set forth in Section 5.1 of the Purchase
Agreement, neither Seller nor Broker (as defined in the Purchase Agreement), nor
any affiliate, agent, officer, employee or representative of any of the
foregoing has made any verbal or written representations, warranties, promises
or guarantees whatsoever to Purchaser, express or implied, and in particular,
that no such representations, warranties, guarantees or promises have been made
with respect to the physical condition, operation, or any other matter or thing
affecting or related to the Property or the offering or sale of the Property,
and (c) Purchaser has not relied upon any representations, warranties,
guarantees or promises or upon any statements made or any information provided
concerning the Property provided or made by Seller or Broker, or their
respective agents and representatives, and Purchaser has elected to purchase the
Property after having made and relied solely on its own independent
investigation, inspection, analysis, appraisal and evaluation of the Property
and the facts and circumstances related thereto. Without limiting the generality
of the foregoing, Purchaser acknowledges and agrees that neither Seller nor
Broker has any obligation to disclose to Purchaser, and shall have no liability
for its failure to disclose to Purchaser, any information known to it relating
to the Property. Purchaser acknowledges and agrees that all materials, data and
information delivered to Purchaser by or through Seller or Broker in connection
with the transaction contemplated herein have been 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.

     

    
      
         

      

      
        
          Exhibit H –
Page 1

        

        
          

        

      

      
         

        Exhibit
10.1

      

    

     

    2. Disclaimers.
PURCHASER ACKNOWLEDGES AND AGREES THAT THE PROPERTY HAVE BEEN SOLD AND CONVEYED
TO PURCHASER AND PURCHASER HAS ACCEPTED THE PROPERTY “AS IS, WHERE IS, WITH ALL
FAULTS.” EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN
SECTION 5.1 OF THE PURCHASE AGREEMENT AND THE LIMITED WARRANTY OF TITLE
EXPRESSLY SET FORTH IN THE DEED FROM SELLER TO PURCHASER, SELLER HEREBY
EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR
CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY. WITHOUT LIMITING
THE GENERALITY OF THE PRECEDING SENTENCE OR ANY OTHER DISCLAIMER SET FORTH
HEREIN, SELLER AND PURCHASER HEREBY AGREE THAT SELLER HAS NOT MADE AND IS NOT
MAKING ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL,
AS TO (A) THE NATURE OR CONDITION, PHYSICAL OR OTHERWISE, OF THE PROPERTY OR ANY
ASPECT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF HABITABILITY,
SUITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, (B)
THE NATURE OR QUALITY OF CONSTRUCTION, STRUCTURAL DESIGN OR ENGINEERING OF THE
IMPROVEMENTS OR THE STATE OF REPAIR OR LACK OR REPAIR OF ANY OF THE
IMPROVEMENTS, (C) THE QUALITY OF THE LABOR OR MATERIALS INCLUDED IN THE
IMPROVEMENTS, (D) THE SOIL CONDITIONS, DRAINAGE CONDITIONS, TOPOGRAPHICAL
FEATURES, ACCESS TO PUBLIC RIGHTS-OF-WAY, AVAILABILITY OF UTILITIES OR OTHER
CONDITIONS OR CIRCUMSTANCES WHICH AFFECT OR MAY AFFECT THE PROPERTY OR ANY USE
TO WHICH PURCHASER MAY PUT THE PROPERTY, (E) ANY CONDITIONS AT OR WHICH AFFECT
OR MAY AFFECT THE PROPERTY WITH RESPECT TO ANY PARTICULAR PURPOSE, USE,
DEVELOPMENT POTENTIAL OR OTHERWISE, (F) THE AREA, SIZE, SHAPE, CONFIGURATION,
LOCATION, CAPACITY, QUANTITY, QUALITY, CASH FLOW, EXPENSES, VALUE, MAKE, MODEL,
COMPOSITION, AUTHENTICITY OR AMOUNT OF THE PROPERTY OR ANY PART THEREOF, (G)
EXCEPT FOR THE LIMITED WARRANTY OF TITLE EXPRESSLY SET FORTH IN THE DEED, THE
NATURE OR EXTENT OF TITLE TO THE PROPERTY, OR ANY EASEMENT, RIGHT-OF-WAY, LEASE,
POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONTRACT, CONDITION OR
OTHERWISE THAT MAY AFFECT TITLE TO THE PROPERTY, (I) ANY ENVIRONMENTAL,
GEOLOGICAL, METEOROLOGICAL, STRUCTURAL, OR OTHER CONDITION OR HAZARD OR THE
ABSENCE THEREOF HERETOFORE, NOW OR HEREAFTER AFFECTING IN ANY MANNER THE
PROPERTY, INCLUDING BUT NOT LIMITED TO, THE ABSENCE OF ASBESTOS OR ANY
ENVIRONMENTALLY HAZARDOUS SUBSTANCE ON, IN, UNDER OR ADJACENT TO THE PROPERTY,
(I) THE COMPLIANCE OF THE PROPERTY OR THE OPERATION OR USE OF THE PROPERTY WITH
ANY APPLICABLE RESTRICTIVE COVENANTS, OR WITH ANY LAWS, ORDINANCES OR
REGULATIONS OF ANY GOVERNMENTAL BODY (INCLUDING SPECIFICALLY, WITHOUT
LIMITATION, ANY ZONING LAWS OR REGULATIONS, ANY BUILDING CODES, ANY
ENVIRONMENTAL LAWS, AND THE AMERICANS WITH DISABILITIES ACT OF 1990, 42 U.S.C.
12101 ET SEQ. UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE
MATTERS, INCLUDING BUT NOT LIMITED TO, VIOLATIONS OF ANY APPLICABLE LAWS,
CONSTRUCTION DEFECTS, AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT
HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER, UPON CLOSING,
SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER FROM AND
AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF
ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING
ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR
UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER AT ANY
TIME BY REASON OF OR ARISING OUT OF ANY VIOLATIONS OF ANY APPLICABLE LAWS
(INCLUDING ANY ENVIRONMENTAL LAWS), CONSTRUCTION DEFECTS, PHYSICAL CONDITIONS,
AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS
REGARDING THE PROPERTY. PURCHASER AGREES THAT SHOULD ANY WORK BE REQUIRED TO PUT
THE PROPERTY IN COMPLIANCE WITH ANY APPLICABLE LAWS, OR SHOULD ANY CLEANUP,
REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONDITIONS
ON THE PROPERTY BE REQUIRED AFTER THE DATE OF CLOSING, SUCH WORK, CLEAN-UP,
REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT
THE SOLE COST AND EXPENSE OF PURCHASER.

     

    
      
         

      

      
        
          Exhibit H – Page
2

        

        
          

        

      

      
         

        Exhibit
10.1

      

    

     

    3. Survival of
Disclaimers. Seller and Purchaser agree that the provisions of this
Agreement shall survive Closing.

    
      
        
          
            	 	 	 
	 	
                          
                                               

                    

                  	 
	 	a                            	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	Name:
      	 	 
	 	Title: 	 	 
	 	 	 	 


          

        

      

    

     

    
      
         

      

      
        
          Exhibit H –
Page 3

        

        
          

        

      

      
         

        Exhibit
10.1

      

    

     

    


    EXHIBIT
I


     

    TENANT
ESTOPPEL CERTIFICATE

     

    To:

     

    
      	
              Re:

            	
              Property
      Address: ____________________

            


    

    
      	
               
      

            	
              Lease
      Date: _______________, 20__

            


    

    
      	
               
      

            	
              Between
      ____________________, Landlord

            


    

    
      	
               
      

            	
              and
      ____________________, Tenant

            


    

    
      	
               
      

            	
              Square
      Footage Leased: __________

            


    

    
      	
               
      

            	
              Suite
      No. __________

            


    

    
      	
               
      

            	
              Floor
      __________

            


    

     

    The
undersigned Tenant under the lease attached hereto as Exhibit A (“Lease”),
certifies to ____________________ the following:

     

    (1) The
above-described lease has not been canceled, modified, assigned, extended or
amended except at follows: ____________________.

     

    (2) Rent has
been paid to the first day of the current month and all additional rent has been
paid and collected in a current manner. There is no prepaid rent, except
$_______________ and the amount of security deposit is
$_______________.

     

    (3) We took
possession of the leased premises on _______________, 20__, and commenced to pay
rent on _______________, 20__. Rent is currently payable in the amount of
$_______________ monthly.

     

    (4) The Lease
terminates on _______________, 20__, and we have the following renewal
option(s): ____________________.

     

    (5) All work
to be performed for us under the Lease has been performed as required and has
been accepted by us, except ____________________. Tenant has received
$__________ as reimbursement for Improvement Costs owed to Tenant pursuant to
the Second Amendment to Lease, and $__________ of such costs are still
outstanding.

     

    (6) The Lease
is: (a) in full force and effect; (b) free from default; and (c) we have no
claims against the Landlord or offsets against rent.

     

    (7) The
undersigned has received no notice of prior sale, transfer or assignment,
hypothecation or pledge of the said Lease or of the rents received therein,
except ____________________.

     

    (8) The
undersigned has not assigned or sublet the said Lease nor does the undersigned
hold the premises under assignment or sublease, except
____________________.

     

    (9) The base
year for operating expenses and real estate taxes, as defined in the said lease
is __________.

     

    
      
         

      

      
        
          Exhibit I –
Page 1

        

        
          

        

      

      
         

        Exhibit
10.1

      

    

     

    (10) The
undersigned has no other interest in any other part of the building of which the
premises form a part or to any personal property appurtenant thereto or used in
connection therewith except ____________________.

     

    (11) The
undersigned has no right or option pursuant to the said lease or otherwise to
purchase all or any part of the leased premises or the building of which the
leased premises are a part.

     

    (12) There are
no other agreements written or oral between the undersigned and the Landlord
with respect to the Lease and/or the leased premises and building.

     

    (13) The
statements contained herein may be relied upon by the Landlord under the said
Lease and by any prospective purchaser of the fee of the premises.

     

    If we are
a corporation, the undersigned is a duly appointed officer of the corporation
signing this certificate and is the incumbent in the office indicated under his
name.

     

    In any
event, the undersigned individual is duly authorized to execute this
certificate.

     

    Dated
this ____ day of _______________ 20__.

     

     

    
      
        
          
            
              
                	 	Tenant:	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	 	 
	 	 	 	 


              

            

          

        

      

    

     

    
      
         

      

      
        
          Exhibit I –
Page 2

        

        
          

        

      

      
         

        Exhibit
10.1

      

    

     

    EXHIBIT
A

    TO TENANT
ESTOPPEL CERTIFICATE

    


    LEASE

     

     

     

    
      
         

      

      
        
          Exhibit I – Page
3

        

        
          

        

      

      
         

        Exhibit
10.1

      

    

     

    


    EXHIBIT
J

     

    FORM OF
SNDA

     

     

     

    
      
         

      

      
        
          Exhibit J –
Page 1