Unassociated Document


    Exhibit
10.4

     

    THIRD
AMENDMENT TO

    PURCHASE
AGREEMENT

     

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

     

    RECITALS:

     

    A. Seller
and Purchaser entered into that certain Purchase Agreement dated as of February
3, 2010, as amended by that certain First Amendment to Purchase Agreement dated
as of February 10, 2010, as amended by that certain Second Amendment to
Purchaser Agreement dated as of March 2, 2010 (the “Original Agreement”), pursuant
to which Seller agreed to sell to Purchaser and Purchaser agreed to purchase
from Seller certain Property (as defined therein) on the terms and conditions
set forth in the Original Agreement.

     

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

     

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

     

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

     

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

     

    “Purchaser
has informed Seller that it is securing financing for the purchase of the
Property. Notwithstanding the expiration of the Inspection Period, Purchaser
shall have the right to terminate this Agreement and receive the return of the
Earnest Money in the event that it does not secure financing by giving written
notice to Seller not later than March 16, 2010. Such termination right shall be
solely limited to the failure to obtain financing and Purchaser represents and
warrants that it will use commercially reasonable efforts to obtain such
financing. All other aspects of the Property and Property Documents shall be
deemed to have been approved pursuant to Section 3.3. If Purchaser fails to
send Seller written notice of termination pursuant to this Section 3.5 by
March 9, 2010, then Purchaser shall have no further right to terminate except as
expressly set forth in this Agreement.”

     

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

     

    “The
consummation of the purchase and sale of the Property (“Closing”) shall take
place via facsimile or email through the office of the Escrow Agent, on a date
(the “Closing Date”) mutually agreed upon by the parties, but not later than
March 23, 2010. Simultaneously with the execution of the First Amendment,
Purchaser made a deposit of an additional Fifty Thousand Dollars ($50,000) with
Escrow Agent. Such Fifty Thousand Dollars ($50,000) is a part of the Earnest
Money as such term is used herein and is 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 10.4

     

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

     

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

     

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

     

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

     

    
      
         

      

      
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      Exhibit
10.4

       

    

     

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

     

    
      
        
          
            
              
                	 	SELLER:	 
	 	 	 
	Dated:
      __________	BEHRINGER
      HARVARD HOPKINS, LLC,
      
                        a
      Delaware limited liability company

                      	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	 	 
	 	Name: 	 	 
	 	Title: 	 	 
	 	 	 	 


              

            

          

        

      

    

     

     

    
      
        
          
            
              
                	 	PURCHASER:	 
	 	 	 
	Dated:
      __________	      
                        2075
      FORD PARKWAY, LLC,

                        a
      Minnesota limited liability company

                      	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	 	 
	 	Name: 	 	 
	 	Title: 	 	 
	 	 	 	 


              

            

          

        

      

    

     

    
      
         

      

      
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