Exhibit 10.1


PURCHASE
AND SALE AGREEMENT


          THIS
PURCHASE AND SALE AGREEMENT (the “Agreement”) effective as of the Effective
Date (as hereinafter defined) is made by and between ELHC I, LLC, a Kansas
limited liability company (“Seller”), and FLEXSTEEL INDUSTRIES, INC., a
Minnesota corporation (“Purchaser”).


RECITALS


          WHEREAS,
Seller is the owner of certain real property (the “Land”) located at 31608 W.
191th Street, Edgerton, Johnson County, Kansas, comprised of approximately
26.608 acres, and being further described on Exhibit A attached hereto and made
a part hereof, and is the owner of certain improvements, structures and
fixtures located thereon, including a 500,150 square foot industrial facility,
and is the owner of certain furnishings, fixtures, equipment, tangible personal
property and other intangible property either contained therein or used in
connection therewith (except as otherwise indicated herein below); and 


          WHEREAS,
Purchaser desires to purchase such real property and personal property subject
to the conditions and agreements hereinafter set forth, and Seller agrees to
such sale and to such conditions and agreements.


          NOW,
THEREFORE, in consideration of the premises and the respective undertakings of
the parties hereinafter set forth, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:


ARTICLE
I

SALE AND PURCHASE


     1.1.     In
consideration of the Purchase Price (as hereinafter defined) and upon the terms
and conditions hereinafter set forth, Seller shall sell to Purchaser and
Purchaser shall purchase from Seller:


          1.1.1.     The
Land, together with all rights, tenements, hereditaments and appurtenances
pertaining to such real estate, including, without limitation, any and all
rights of Seller in and to any land lying in the bed of any street, road or
avenue, open or proposed, in front of or adjoining such real property to the
center line thereof to the extent included in the legal description(s) of the
Land, but subject to public rights-of-way and easements; any strips and gores
of land adjacent to, abutting or used in connection with such real property;
any easements and rights, if any, inuring to the benefit of such real property
or to Seller in connection therewith including all water rights, rights of way, roadways,
parking areas, roadbeds, alleyways and reversions; and any and all
rights in and to any leases, licenses or other assets of any type or nature
pertaining to the use of such real property;


          1.1.2.     All
improvements, structures and fixtures owned by Seller and placed, constructed
or installed on the Land (the “Improvements”);


          1.1.3.     All
equipment, furnishings, materials, inventory, supplies and other tangible
personal property owned by Seller only and placed, installed on or used in or
about the Land or Improvements and used as part of or in connection therewith
(the “Tangible Personal Property”);


          1.1.4.     If
any, all intangible property (the “Intangible Property”) now or hereafter owned
or held by Seller in connection with the Land, Improvements, Tangible Personal
Property, including, without limitation, all warranties and guaranties, those
service contracts which Purchaser elects to assume (the “Service Contracts”),
excluding therefrom, however, any and all intellectual property, copyrights,
trademarks, and patents related to Seller’s operations at the Land. The
Intangible Property does, however, 


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Exhibit 10.1


include a limited license
to use the names Burlington Northern Santa Fe, BNSF, City of Edgerton,
Logistics Park Kansas City, LPKC, and NorthPoint, and to use the logos for City
of Edgerton, Logistics Park Kansas City, and NorthPoint, all in connection with
Purchaser’s marketing materials, but only to the extent Seller has the right to
convey such a license; and


          1.1.5.     All
of Seller’s right, title, interest, and obligations with respect to those
certain City of Edgerton, Kansas Industrial Revenue Bonds (ELHC I, LLC Project)
Series 2013, in the aggregate maximum principal amount of $25,000,000 (the
“Bonds”), including, without limitation: Bond Certificate or Certificates
issued to Seller; the Trust Indenture between the City of Edgerton, Kansas (the
“City”) and UMB Bank, N.A. (the “Trustee”), dated September 1, 2013 (the
“Indenture”); the Base Lease Agreement between Seller, as Lessor, and the City,
as Lessee, dated September 1, 2013 (the “Base Lease”); the Lease Agreement
between the City, as Lessor, and Seller, as Lessee, dated September 1, 2013
(the “Lease”); the Performance Agreement between the City and Seller, dated
September 1, 2013 (the “Performance Agreement”); the Origination Fee Agreement
between the City and Seller, dated September 1, 2013; and any and all other
rights and obligations with respect to the Bonds as identified in the
Transcript of Proceedings authorizing the issuance of the Bonds (the
“Transcript”) (all collectively referred to as the “IRB Interest”).


     1.2.     The
Land, Improvements, Tangible Personal Property, Intangible Property, and IRB
Interest shall be referred to collectively herein as the “Property”.


ARTICLE
II

PURCHASE PRICE AND EARNEST MONEY 


     2.1     The
purchase price (the “Purchase Price”) for the Property shall be Twenty-Four
Million One Hundred Thousand and 00/100 Dollars ($24,100,000.00) and shall be
payable in the manner set forth in Article III below subject to adjustments as
reflected on the closing statement or as otherwise provided in this
Agreement.


     2.2     Earnest
money (the “Deposit”) in the amount of Two Hundred Forty Thousand and 00/100
Dollars ($240,000.00) by wire transfer shall be deposited in escrow in with
Chicago Title Company, Attention: Terri Heibert, Telephone: 816-421-5040,
Facsimile: 816-421-7122, E-mail: hiebertt@ctt.com (the “Title Company”)
within five (5) business days following the Effective Date. All of the Deposit
shall be applied at Closing in the manner provided in Article III below. All
earnest money deposited in good funds pursuant hereto shall, upon Purchaser’s
delivery of IRS Form W-9 to the Title Company, be placed in an interest-bearing
account, pursuant to the instructions of Purchaser, with all interest accruing
thereon being for the account of, and payable to, Purchaser in all events, and
Purchaser may withdraw such interest at any time, and from time to time, as it
may elect. The Deposit shall be fully refundable to Purchaser at any time prior
to expiration of the Review Period (as hereinafter defined). After expiration
of the Review Period, the Deposit shall be non-refundable to Purchaser except
as otherwise provided herein.


ARTICLE
III

PAYMENT OF PURCHASE PRICE


     3.1     The
Purchase Price (subject to prorations, closing costs, adjustments and other
expenses as provided for in this Agreement) shall be payable by wire transfer
or other funds reasonably acceptable to the Title Company and Seller for
immediate disbursement to Seller or as Seller directs at Closing.


     3.2     All
of the Deposit shall be applied at Closing to the cash due on such date in
accordance with Section 3.1.


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Exhibit 10.1


ARTICLE
IV

CLOSING 


     4.1     Subject
to satisfaction of all conditions precedent to Closing, the closing of the
transaction contemplated herein shall be held on such date that is fifteen (15)
days after expiration of the Review Period, or on such earlier date as
Purchaser may designate (the “Closing Date” or the “Closing”). Purchaser shall
have the right to delay Closing for an additional thirty (30) days solely for
the purposes of completing Purchaser’s contemplated Exchange by depositing the
full Purchase Price into Escrow with the Title Company at the time Purchaser
elects to delay Closing. Purchaser’s election to delay Closing for an
additional thirty (30) days must be received by Seller on or prior to the
original Closing Date described above. The Closing shall be held in escrow
through the office of the Title Company, or at such other location as may be
acceptable to both parties. The procedure to be followed by the parties in
connection with the Closing shall be as follows:


          4.1.1     At
the Closing, Seller shall cause to be delivered to the Title Company (sometimes
herein referred to as the “Escrow Agent”) or to Purchaser at the Land, as applicable,
the items, documents and instruments specified herein in form acceptable to
Purchaser, each being duly executed and acknowledged, and in recordable form,
where required:


               4.1.1.1     General
warranty deed, with covenants against grantors’ acts (the “Deed”), executed by
Seller and dated as of the Closing Date, conveying insurable and marketable fee
simple title to the Property, excepting only the Permitted Exceptions (as
defined below) in favor of Purchaser.


               4.1.1.2     Blanket
conveyance, bill of sale, and assignment (the “Bill of Sale”), conveying and
assigning to Purchaser all Tangible Personal Property with warranties by Seller
as to title and that the same are free and clear of encumbrances but with no
other warranties. The Bill of Sale shall specifically include any items of
Tangible Personal Property identified by Purchaser on a written list to be
delivered to Seller within the Review Period.


               4.1.1.3     General
assignment (the “Assignment of Intangibles”) assigning and conveying to
Purchaser all Intangible Property.


               4.1.1.4     Any
and all Bond Certificates issued to Seller, properly endorsed by Seller for
transfer to Buyer.


               4.1.1.5     Assignment
and Assumption Agreement, executed by Seller, conveying the remainder of the
IRB Interest to Purchaser, including Seller’s rights and obligations under the
Base Lease, the Lease Agreement, the Indenture, the Performance Agreement, the
Origination Fee Agreement, and all other applicable documents set forth in the
Transcript.


               4.1.1.6     Any
and all other documentation necessary or appropriate to effectuate the valid
transfer of the IRB Interest (including the Bonds) to Purchaser as required by
the Indenture and all other agreements and documents pertaining to the Bonds
and the IRB Interest, including but not limited to any required consent of the
City and/or the Trustee, and an estoppel affidavit or other documentation
acceptable to Purchaser that (i) the abatement of property taxes is in full
force and effect, and (ii) no event has occurred that would constitute an event
of default under the Indenture, the Base Lease, the Lease or any of the other
documents or agreements pertaining to the Bonds or jeopardize the abatement.


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Exhibit 10.1


               4.1.1.7     A
certification from the Trustee that Seller is the owner and holder of all of
the issued and outstanding Bonds.


               4.1.1.8     A
Release of that certain Marketing Agreement (“Marketing Agreement”) effective
as of September 1, 2011 by and between BNSF RAILWAY COMPANY, a Delaware
corporation, and THE ALLEN GROUP – KANSAS CITY, LLC, a limited liability
company, releasing the Property from all of the duties and obligations,
including but not limited to the payment of any Marketing Fees (as defined
therein) to be recorded in the real property records and in a form reasonably
acceptable to Title Company for purposes of removing as an exception to title
the memorandum of the Marketing Agreement recorded June 12, 2012 in Book
201206, Page 004149 or any other exception pertaining to the Marketing
Agreement and otherwise acceptable to Purchaser.


               4.1.1.9     Evidence
reasonably acceptable to Title Company authorizing the consummation by Seller
of the purchase and sale transaction contemplated herein and the execution and
delivery of the Closing Documents (as hereinafter defined) on behalf of Seller,
the authority of Seller to execute and deliver such Closing Documents, and the
valid execution of such Closing Documents on behalf of Seller.


               4.1.1.10     All
keys to all locks on the Property in the possession of Seller and all documents
in the possession of Seller pertaining to general maintenance records and
copies of utility bills to the extent available in Seller’s possession or
control.


               4.1.1.11     To
the extent in Seller’s possession or control, if any, any permits issued by
appropriate governmental authorities and utility companies related to the
Property or the Improvements, including, without limitation, copies of the
applicable certificates of occupancy and zoning and site plan approvals in
Seller’s possession.


               4.1.1.12     To
the extent available in Seller’s possession or control, if any, all zoning and
entitlement work product, all plans, specifications, mechanical, electrical and
plumbing layouts, operating manuals, warranties and guaranties, leasing
information and the like in the possession of Seller and utilized in connection
with the operation of the Property.


               4.1.1.13     True
and correct copies of written termination agreements, if any, terminating as of
the Closing Date all management, leasing, brokerage and similar agreements
between Seller and its agents relating to the management, leasing and operation
of the Property.


               4.1.1.14     Such
other documents, affidavits and instruments as reasonably requested by
Purchaser or Escrow Agent to effect the sale as herein intended provided the
same are reasonably acceptable to Seller to effect the issuance of the Owner’s
Title Policy, without exceptions for parties in possession or mechanics’ liens,
including an owner’s affidavit, mechanics’ lien affidavit, and a closing
settlement statement (the “Closing Statement”), making such prorations and
adjustments as required under this Agreement.


          4.1.2     At
the Closing, Purchaser, or its assignee, shall cause to be delivered to the
Title Company:


               4.1.2.1     Immediately
available funds payable to the Title Company via federal wire transfer
representing the cash payment due in accordance with Article III hereof, less
the Deposit and such credits to which Purchaser is entitled hereunder as set
forth on the Closing Statement.


               4.1.2.2     Assignment
and Assumption Agreement, executed by Purchaser, assuming the IRB Interest from
Seller, including Seller’s rights and obligations under the Base Lease, the
Lease Agreement, 


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Exhibit 10.1


the Indenture, the
Performance Agreement, the Origination Fee Agreement, and all other applicable
documents set forth in the Transcript.


                 4.1.2.3     A
Representation Letter, in the form attached to the Indenture, executed by
Purchaser, and any other documents necessary for the transfer of the IRB
Interest to Purchaser.


                 4.1.2.4     Evidence
reasonably acceptable to Seller and the Title Company authorizing the
consummation of the contemplated transaction by Purchaser and the execution and
delivery on behalf of Purchaser of the Closing Documents, the authority of
Purchaser to execute and deliver such Closing Documents and the valid execution
of such Closing Documents on behalf of Purchaser.


                 4.1.2.5     Such
documents, affidavits or instruments as are reasonably acceptable to Seller and
requested by the Escrow Agent to effect the purchase of the Property and the
issuance of the Owner’s Title Policy, including the Closing Statement.


     4.2     Upon
the completion of the deliveries specified in Section 4.1 above, the Escrow
Agent shall be authorized to simultaneously cause the appropriate Closing
Documents to be immediately recorded in the public records of the appropriate
jurisdiction, and shall deliver the balance of the proceeds from the sale to or
as directed by Seller, after deducting all of Seller’s expenses as provided
herein.


     4.3     As
a condition precedent to Purchaser’s obligation to close the contemplated
transaction, the Title Company shall commit to issue to Purchaser a Standard
Owner’s Policy of Title Insurance (2006 ALTA) (the “Owner’s Title Policy”),
effective as of the Closing Date, in form reasonably acceptable to Purchaser in
the full amount of the Purchase Price, wherein the Title Company shall insure
that fee title to the Land and Improvements is vested in Purchaser, containing
no exceptions to such title other than the Permitted Exceptions (hereinafter
defined), with the survey exception and the other general exceptions deleted at
Purchaser’s cost, and including any endorsements desired by Purchaser, also at
Purchaser’s cost.


     4.4     As
a condition precedent to Seller’s and Purchaser’s respective obligations to
close the contemplated transaction, the parties shall obtain the consent of the
City of Edgerton, and any other necessary consents, to the transfer of the IRB
Interest to Purchaser.


     4.5     On
or before Closing, Seller shall pay the cost of the Commitment (as hereinafter
defined) and the Owner’s Title Policy, the cost of updating Seller’s current
ALTA survey of the Property (the “Survey”), the cost of releasing all liens,
judgments, and other encumbrances that are to be released and the recording of
such releases, and all transfer taxes associated with the sale of the Property,
if any. Purchaser shall pay the cost of any endorsements to the Owner’s Title
Policy. Purchaser and Seller shall each pay fifty percent (50%) of all closing
and escrow fees charged by the Title Company. Except as otherwise provided
herein, all other escrow and closing costs shall be allocated to and paid by
Seller and Purchaser in accordance with custom for similar transactions in the
applicable jurisdiction; provided, however, each party shall pay its own
attorneys’ fees.


     4.6     Either
party may consummate the transaction contemplated by this Agreement as part of
a so-called like kind exchange (the “Exchange”) pursuant to § 1031 of the
Internal Revenue Code of 1986, as amended (the “Code”), provided that
(i) such party shall effect the Exchange through an assignment of its
rights under this Agreement to a qualified intermediary; (ii) neither
party shall be required to take an assignment of the purchase agreement for
replacement property, acquire or hold title to any real property for purposes
of consummating the Exchange or expend any additional costs or expenses to effect
the Exchange; (iii) such other party shall not by this agreement or
acquiescence to the Exchange be responsible for compliance with or be deemed to
have warranted to the exchanging party that the


5





Exhibit 10.1


Exchange in fact
complies with § 1031 of the Code; (iv) the Exchange shall not delay the
Closing, (v) the party effecting the Exchange shall be responsible for all
costs and expenses incurred by either party as a result of the Exchange, and
(vi) the party effecting the Exchange shall not be released from any
obligations hereunder or under the closing documents to be executed and
delivered pursuant hereto as a result of the Exchange. Purchaser may assign
this contract, without Seller’s consent, to an affiliated entity for purposes
of consummating an Exchange.


ARTICLE
V

DELIVERIES AND REVIEW PERIOD


     5.1
     Upon the date hereof, Purchaser and/or Seller, as
the case may be, shall perform the following within the time stated, each of
which shall be a condition precedent to Closing:


          5.1.1     Within
three (3) business days after the Effective Date, Seller shall provide to
Purchaser the following studies, reports, and other documents (the “Inspection
Documents”): 


                    5.1.1.1
Commitment.   A commitment for title insurance (the “Commitment”)
dated on or after the Effective Date, issued by the Title Company and
committing to issue to Purchaser the Owner’s Title Policy in the state required
herein, showing Seller’s title to the Land and the Expansion Land (defined
below) to be good and indefeasible, together with true, correct and legible
copies of all items and documents referred to therein or constituting
exceptions thereunder. Purchaser shall have the Review Period to examine the
condition of title and approve or disapprove the same. Certain exceptions to
title (the “Permitted Exceptions”) may remain, but shall only include (i) those
items relating to the title to the Property, or the Commitment, waived by
Purchaser (a) pursuant to the objection and cure provisions of this Section, or
(b) pursuant to Section 5.1.1.2 relating to the Survey, (ii) title exceptions
pertaining to liens and encumbrances of a definite or ascertainable amount,
which liens and encumbrances Seller shall cause to be removed or affirmatively
insured over by the Title Company against enforcement upon the Land at or prior
to Closing (and Seller may use closing proceeds to effectuate such removal),
(iii) taxes that are a lien but not yet due and payable, and for subsequent
years, and (iv) all building or zoning ordinances affecting the Land, provided
the Land is not in violation of the same. In the event that Purchaser
disapproves of all or any item referred to in the Commitment and provides
notice to Seller of the same, Seller shall have a period of ten (10) days after
notice of such disapproval to cure or remove such exceptions. In the event
Seller fails or refuses to cure all of such items within such ten (10) day cure
period, Purchaser shall have the right to terminate this Agreement, whereupon
the Title Company is hereby authorized to, and shall upon request of Purchaser,
return the Deposit and the parties shall be released from all obligations
hereunder. In the alternative, at the request of Purchaser, Seller shall
deliver the title to the Land in its existing condition and Purchaser shall, by
acceptance of such title and Closing, waive any objections to such title which
have not been cured except as to warranties contained in the documents of
conveyance.


               5.1.1.2
Survey.      The Survey shall be certified to
Seller, Purchaser, and the Title Company. The Survey shall be completed in
accordance with the most current Minimum Standard Detail Requirements for an
ALTA/ACSM Land Title Survey (2011) and contain the following information: a
metes and bounds description of the Land; the boundaries and dimensions of the
Land and the Expansion Land, and all Improvements; any encroachments; the
location of all recorded easements and encumbrances, and setback and zoning
restrictions; and the acreage and square footage. Purchaser shall have until
the expiration of the Review Period to approve or disapprove of the Survey. In
the event that Purchaser disapproves of all or any items referred to in the
Survey and provides notice to Seller of the same, Seller shall have a period of
ten (10) days after such notice of such objection to cure or remove such items.
In the event Seller fails or refuses to cure all of such items within such ten
(10) day cure period, Purchaser shall have the right to terminate this
Agreement, whereupon the Title Company is 


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Exhibit 10.1


hereby authorized to, and
shall upon request of Purchaser, return to Purchaser all of the Deposit and the
parties shall be released from all obligations hereunder. In the alternative,
at the request of Purchaser, Seller shall deliver the Land in its existing
condition and Purchaser shall, by acceptance of such Survey and Closing, waive
any objections to such Survey.


               5.1.1.3
Plans and Specifications.      Copies of all
plans and specifications for Improvements to the extent the same are in
Seller’s possession or under Seller’s control.


               5.1.1.4
Environmental.    A copy of the Phase I and
Phase II environmental assessments in Seller’s possession.


               5.1.1.5 Taxes.
 Copies of tax certificates showing paying of all ad valorem
taxes through the year 2013. Any rollback taxes incurred as a result of any
change in use of the Property shall be the obligation of Seller.


               5.1.1.6   Bond
Documents.  A copy of the Transcript and any other documents related to the IRB
Interest. 


               5.1.1.7   Other
Information.    All other information and reports regarding capital expenditures,
improvements, maintenance reports, or significant repairs to any Improvements
for the two-year period prior to the Effective Date.  


     5.2     For
the period beginning on the Effective Date and ending thirty (30) days after
the Effective Date (the “Review Period”), Purchaser shall have the right to
enter upon the Land with reasonable prior notice to Seller, and to have
performed, at Purchaser’s expense, any and all inspections or studies of the
Property which Purchaser may desire, including but not limited to a physical
and mechanical inspection of the Property, a feasibility study of the Property,
such environmental audits, reports and tests, as Purchaser or its agents and
consultants may request, and to inspect all books, records, financial
information and other documents and information furnished or made available by
Seller or third parties pertaining thereto; provided, however, that all
information derived from such studies and inspections shall be used only for
the purposes intended herein and Purchaser shall use good faith efforts to
maintain the confidentiality of such information subject to providing same to
Purchaser’s proposed lenders, agents, and other third-parties consistent with
purposes as may be required in the furtherance of this Agreement, and if
Purchaser subsequently elects to terminate this Agreement, Purchaser shall
exercise diligent efforts to return to Seller all information received from
Seller with regard to the Property. Purchaser
shall indemnify and hold harmless Seller and Seller’s members, directors,
officers, employees, agents, attorneys, successors and assigns (“Indemnified
Parties”) for any liability, loss, damage, expense or cost, including, without
limitation, reasonable attorney’s fees and expenses, arising out of or incurred
by any of the Indemnified Parties as a result of any such inspections or
studies conducted by or on behalf of Purchaser.


               Purchaser
shall have the option to extend the Review Period for one (1) additional thirty
(30) day period. To exercise each such option, Purchaser shall, at least five
(5) days prior to expiration of the Review Period, (a) deliver written notice
to Seller that Purchaser is exercising its option to extend the Review Period,
and (b) increase the amount of the Deposit held by the Title Company by
depositing an additional One Hundred Thousand and 00/100 Dollars ($100,000.00).


     5.3     Purchaser’s
rights to terminate this Agreement during the Review Period shall be as
follows:


          5.3.1
    If any Phase II environmental assessment of the Property reveals adverse
environmental conditions existing at the Property, then Purchaser may terminate
this Agreement by written notice to Seller prior to the end of the Review
Period, in which event the Deposit shall be returned to Purchaser, 


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Exhibit 10.1


Seller shall reimburse
Purchaser for Purchaser’s actual out-of-pocket costs incurred to obtain such
Phase II environmental assessment, and neither party shall have any further
obligations to the other.


          5.3.2
  If Purchaser identifies any adverse condition of the Land revealed
by the Survey, the Commitment, Purchaser’s physical or structural inspections,
of if Purchaser is dissatisfied with the zoning of the Land, or Purchaser’s
ability to receive any governmental approvals regarding development incentives,
tax abatement, or industrial revenue bonds, Purchaser may terminate this Agreement
by written notice to Seller prior to the expiration of the Review Period (or
such longer period of time as provided with respect to the Commitment in
Paragraph 5.1.1.1 or the Survey in Paragraph 5.1.1.2), in which event the
Deposit shall be returned to Purchaser, and neither party shall have any
further obligations to the other.


          5.3.3
  Except as set forth in Paragraphs 5.3.1 and 5.3.2, above, Purchaser
shall have no right to terminate this Agreement based on Purchaser’s review of
the Property.


          5.3.4
  If Purchaser elects to extend the Review Period as provided in
Section 5.2 above, the entire Deposit shall become non-refundable to Purchaser
upon expiration of the original 30-day Review Period, and if Purchaser elects
to terminate this Agreement at any time after the expiration of the original
30-day Review Period, the entire Deposit shall be paid over to Seller.


     5.4     Not
less than ten (10) days prior to Closing, Seller shall furnish to Purchaser for
review and approval copies of the proposed Deed, Bill of Sale, and Assignment
of Intangibles, authorizing resolutions, Closing Statement(s), all documents
reasonably necessary to satisfy the requirements of the Title Company and such
other documents and instruments necessary to close the transaction as herein
intended including business prorations needed for preparation of the Closing
Statement (collectively the “Closing Documents”).


     5.5     The
governing bodies of Seller and Buyer shall have ratified this Agreement in
accordance with the parties’ respective operating documents on or prior to the
Closing Date.


ARTICLE
VI

REPRESENTATIONS AND WARRANTIES 


     6.1     In
addition to the representations and warranties expressly contained elsewhere in
this Agreement, Seller makes the following representations, warranties and
covenants, which shall be true and correct as of the date hereof and as of the
Closing Date, and the truth of which shall be a condition precedent to
Purchaser’s obligation to close the transaction contemplated herein:


          6.1.1     As
of the Closing Date, there will be no leases in effect with respect to the
Property. 


          6.1.2     There
are no attachments, executions, assignments for the benefit of creditors or
voluntary or involuntary proceedings in bankruptcy pending against,
contemplated by or threatened against Seller or the Property, and Seller has
not received written notice of such action pending, contemplated or threatened
against any tenant at the Property.


          6.1.3     Seller
has not received written notice of any claim, demand, suit, proceeding or
litigation of any kind, pending or outstanding against Seller or the Property,
or to the knowledge of Seller threatened, which would in any way be binding on
Buyer or the Property, or affect or limit Buyer’s full use and enjoyment of the
Property, or which would limit or restrict in any way Seller’s right or ability
to enter into this Agreement and consummate the sale and purchase contemplated
by this Agreement.


8







Exhibit 10.1


          6.1.4     Seller
is duly formed and in good standing, has the requisite authority to complete
the transaction contemplated by this Agreement, and the transaction does not
violate or conflict with other agreements of Seller. The foregoing
representation is subject to any consent required under the Bond Documents.


          6.1.5     Neither Seller nor any of its respective
officers, directors, shareholders, partners, members or affiliates (including
indirect holders of equity interests in Purchaser) is or will be an entity or
person (i) that is listed in the Annex to, or is otherwise subject to the
provisions of Executive Order 13224 issued on September 24, 2001 (“EO13224”), (ii) whose name appears on
the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) most current list of “Specifically Designated National and Blocked
Persons” (which list may be published from time to time in various
mediums including the OFAC website, http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf),
(iii) who commits, threatens to commit or supports “terrorism,” as that term is defined in EO13224, (iv) is subject to
sanctions of the United States government or is in violation of any federal,
state, municipal or local laws, statutes, codes, ordinances, orders, decrees,
rules or regulations relating to terrorism or money laundering, including
EO13224 and the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001, or (v) who is
otherwise affiliated with any entity or person listed above (any and all
parties described in clauses (i) – (v) above are herein referred to as a “Prohibited Person”). Seller covenants
and agrees that neither Seller nor any of its respective officers, directors,
shareholders, partners, members or affiliates (including indirect holders of
equity interests in Seller) shall (aa) conduct any business, nor engage in any
transaction or dealing, with any Prohibited Person, including the making or receiving
of any contribution of funds, goods, or services, to or for the benefit of a
Prohibited Person, or (bb) engage in or conspire to engage in any transaction
that evades or avoids, or has the purpose of evading or avoiding, or attempts
to violate, any of the prohibitions set forth in EO13224.


          6.1.6     Seller shall maintain the
Property in the same condition and repair as currently maintained, ordinary wear and tear excepted,
and shall not commit waste upon the Property.


          6.1.7     As
of the Closing Date, Purchaser will not be obligated under any employment,
maintenance, management or service contract pertaining to the Property except
as may be expressly assumed in writing by Purchaser at or prior to Closing.


          6.1.8     Seller
shall not be obligated to operate and maintain the Property following Seller’s
vacation of the Property, except as reasonably necessary to prevent material
damage thereto.


          6.1.9     Following
the Effective Date, Seller shall not grant to any party any easement, license,
or other right with respect to the Property that will be binding on Purchaser
or the Property following the Closing Date.


          6.1.10   No
person, firm, corporation or other entity has any right or option to acquire
the Property, or any part thereof or interest therein, other than Purchaser.


          6.1.11   The
Property is part of a larger development known as Logistics Park Kansas City
(“Logistics Park”). Seller intends to record certain declarations, covenants,
and restrictions against the real property in Logistics Park to provide for the
maintenance of common areas and facilities and such maintenance will be funded
by special assessments to be imposed against all real property in Logistics
Park. Such maintenance costs will include costs for operating, managing,
administering, equipping, securing, protecting, insuring, lighting, repairing,
replacing, renewing, cleaning, maintaining, decorating, inspecting, and
providing water, sewer and other energy and utilities to, portions of Logistics
Park and certain common areas; management fees; fees and expenses (including
reasonable attorneys’ fees); and 


9





Exhibit 10.1


costs
(whether capital or not) that are incurred in order to conform to changes
subsequent to the date of Closing in any legal requirements, or that are
intended to reduce expenses or the rate of increase in expenses. Purchaser
consents to recording such declarations, covenants, and restrictions against
the Property and will execute and record such documents as may be necessary, on
the condition that in no event shall Purchaser’s proportionate share of such
costs exceed, in the aggregate, $0.05 per square foot of the Improvements in
the first year such assessments are imposed, with such cap increasing by not
more than one percent (1%), on a per-square-foot-basis, in each subsequent
year.


          6.1.12   Purchaser,
at its own cost, may install a perimeter fence intended to comply with the
requirements of the “Customs-Trade Partnership Against Terrorism” (“C-TPAT”)
program constructed as detailed in the cut sheet attached hereto as Exhibit D.
Seller hereby approves the Purchaser’s installation of the perimeter fence as
described above and in Exhibit D.


          6.1.13   The
Property was developed and constructed pursuant to plans and specifications
prepared by duly licensed architects and engineers, including but not limited
to the storm water drainage and sewer system; to Seller’s knowledge, the
Property’s constructed storm water drainage system adequately services the
current conditions of the Property.


     6.2     Purchaser
represents and warrants as follows:


          6.2.1     It
is duly formed and in good standing, it has the requisite authority to complete
this transaction, and the transaction does not violate or conflict with other
agreements of Purchaser.


          6.2.2     Neither
Purchaser nor any of its respective officers, directors, shareholders,
partners, members or affiliates (including indirect holders of equity interests
in Purchaser) is or will be an entity or person (i) that is listed in the Annex
to, or is otherwise subject to the provisions of Executive Order 13224 issued
on September 24, 2001 (“EO13224”),
(ii) whose name appears on the United States Treasury Department’s Office of
Foreign Assets Control (“OFAC”)
most current list of “Specifically
Designated National and Blocked Persons” (which list may be published
from time to time in various mediums including the OFAC website,
http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf), (iii) who
commits, threatens to commit or supports “terrorism,” as that term is defined in EO13224, (iv) is subject to
sanctions of the United States government or is in violation of any federal,
state, municipal or local laws, statutes, codes, ordinances, orders, decrees,
rules or regulations relating to terrorism or money laundering, including
EO13224 and the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001, or (v) who is
otherwise affiliated with any entity or person listed above (any and all
parties described in clauses (i) – (v) above are herein referred to as a “Prohibited Person”). Purchaser
covenants and agrees that neither Purchaser nor any of its respective officers,
directors, shareholders, partners, members or affiliates (including indirect
holders of equity interests in Purchaser) shall (aa) conduct any business, nor
engage in any transaction or dealing, with any Prohibited Person, including the
making or receiving of any contribution of funds, goods, or services, to or for
the benefit of a Prohibited Person, or (bb) engage in or conspire to engage in
any transaction that evades or avoids, or has the purpose of evading or
avoiding, or attempts to violate, any of the prohibitions set forth in EO13224.



ARTICLE VII

ADDITIONAL IMPROVEMENTS AND EXPANSION RIGHTS


     7.1     Seller,
or an entity affiliated with Seller, and Purchaser shall cooperate in a
commercially reasonable manner to negotiate a separate construction agreement whereby
Seller will construct and complete, on a turnkey basis, certain additional
Improvements. The price Purchaser will pay to Seller 


10





Exhibit 10.1


under
such separate construction agreement shall be in addition to the Purchase
Price. Neither Buyer nor Seller is under any obligation to enter into the
construction agreement.


     7.2     At
Closing, Seller shall cause Edgerton Land Holding Company, LLC to grant to
Purchaser the following:


          7.2.1     The
exclusive option to purchase (the “Option”) certain real property (the
“Expansion Land”) comprised of approximately 18.500 acres as generally
described and depicted on Exhibit B and labeled “Remaining Property
North of IP-I” and as will be more specifically described and depicted on the
Survey. The Option shall have a term of three (3) years that begins at Closing.
The purchase price under the Option for the Expansion Land shall be One Million
Nine Hundred Thousand and 00/100 ($1,900,000.00). Purchaser may file a memorandum of the Option with the county recorder of Johnson County,
Kansas, and any attempt by Seller to transfer the Expansion Land in
violation of this Section 7.2.1 shall be void and of no force and effect.


          7.2.2     The right of first offer (the “Offer”) to
purchase the Expansion Land. The Offer shall have a term of three (3) years
that begins upon expiration of the Option. In the event Seller desires to sell
or develop the Expansion Land, Seller shall, before entering into any contract
for sale or beginning such development, notify Purchaser in writing of its
decision and offer to sell the Expansion Land to Purchaser. Purchaser shall
have thirty (30) days from Purchaser’s receipt of Seller’s offer in which to
deliver to Seller written acceptance of such offer on the terms and conditions
stated therein. In the event Purchaser does not accept Seller’s offer within
such thirty (30) day period, the Offer shall terminate. Purchaser may file a memorandum of the Offer with the county recorder of Johnson County,
Kansas, and any attempt by Seller to transfer the Expansion Land in
violation of this Section 7.2.2 shall be void and of no force and effect. The
purchase price under the Offer shall be (a) during months 1 through 12 of the
Offer term, One Million Nine Hundred Fifty-Seven Thousand and 00/100 Dollars
($1,957,000.00), (b) during months 13 through 24 of the Offer term, Two Million
Fifteen Thousand Seven Hundred Ten and 00/100 Dollars ($2,015,710.00), and (c)
during months 25 through 36 of the Offer term, Two Million Seventy-Six Thousand
One Hundred Eighty-One and 30/100 Dollars ($2,076,181.30).


          7.2.3     Seller
represents and warrants that the Expansion Land and the addition to the
Improvements as shown on Exhibit C meet the setback requirements, are properly
zoned, and have been given preliminary approval by the City of Edgerton.


ARTICLE
VIII
POSSESSION


     8.1     Purchaser
shall be entitled to full possession of the Property at Closing, subject only
to the Permitted Exceptions.


ARTICLE IX
PRORATIONS AND ADJUSTMENTS


     9.1     With
respect to the Property, Seller shall be entitled to all income produced from
the operation of the Property which is allocable to the period prior to the
Closing and shall be responsible for all expenses allocable to that period; and
Purchaser shall be entitled to all income and responsible for all expenses
allocable to the period beginning at 12:01 A.M. on the day the Closing occurs
and thereafter. At Closing, all items of income and expense with respect to the
Property shall be prorated accordingly.


     9.2     All
prorations and payments to be made under the foregoing provisions shall be made
on the basis of a written statement or statements mutually acceptable to the
parties. In the event any prorations, 


11






Exhibit 10.1


apportionments
or computation shall prove to be incorrect for any reason, then either party
shall be entitled to an adjustment to correct the same, provided that it makes
written demand on the one from whom it is entitled to such adjustment within
two (2) months after it becomes aware or receives notice that the erroneous
payment or computation was made. Further, any sums owed by one party to the
other as provided herein shall be paid without offset.


     9.3     Purchaser
shall receive a credit for any accrued but unpaid real estate taxes and
assessments, payments in lieu of taxes, and any assessments imposed by private
covenant, applicable to any period before the Closing Date. If the amount of
any such taxes has not been determined as of the Closing, such credit shall be
based on the most recent assessed valuation and millage rate. Such taxes shall
be reprorated fifteen (15) days following the issuance of the final tax bill
and the determination of the actual taxes owed by both parties.


     9.4     Seller
or Purchaser, as the case may be, shall receive a credit for regular charges
under Service Contracts paid by Seller or Purchaser, as the case may be, and
applicable to Purchaser’s or Seller’s period of ownership, respectively.


     9.5     Seller
shall cause the meters, if any, for utilities to be read the day on which the
Closing Date occurs and to pay the bills rendered on the basis of such
readings. If any such meter reading for any utility is not available, then
adjustment therefor shall be made on the basis of the most recently issued
bills therefor which are based on meter readings no earlier than thirty (30)
days before the Closing Date, and such adjustment shall be reprorated when the
next utility bills are received.


     9.6     In
the event that final bills are not available or cannot be issued prior to the
Closing for any item being prorated under this Article, then Purchaser and
Seller agree to allocate such items on a fair and equitable basis as soon as
such bills are available, final adjustment to be made as soon as reasonably
possible after the Closing.


     9.7     Other
than those obligations of Seller expressly assumed by Purchaser herein, Seller
shall pay and discharge any and all monetary liabilities of each and every kind
arising out of or by virtue of the conduct of its business before the Closing
Date on or related to the Property.


ARTICLE X
TERMINATION AND REMEDIES


     10.1   In
the event that any of Seller’s representations or warranties contained herein
are materially untrue and impair the marketability of title to the Property, or
if Seller shall have failed to have performed any of the covenants and/or
agreements contained herein which are to be performed by Seller, or if any of
the conditions precedent to Purchaser’s obligation to consummate the
transactions contemplated hereby shall have failed to occur, Purchaser may, at
its option, terminate this Agreement by giving written notice of termination to
Seller and receive a full and immediate refund of the Deposit, to the extent
refundable by the terms of this Agreement, or Purchaser may seek to enforce
specific performance of this Agreement. It is expressly understood and agreed
by Seller and Purchaser that the failure by Purchaser to terminate this
Agreement for any reason pursuant to this Section shall in no way waive, alter
or modify any rights of Purchaser in regard to the representations, warranties,
covenants and agreements of Seller herein.


     10.2   If
this Agreement is terminated by Purchaser pursuant to any provision of this
Agreement authorizing such termination, Purchaser shall be entitled to the
immediate refund of the Deposit, to the extent refundable by the terms of this
Agreement, and thereafter Seller and Purchaser shall have no further obligation
or liabilities one to the other hereunder, except as in this Agreement so
provided.


12





Exhibit 10.1


     10.3   If
Seller is not then in default in its obligations or agreements, and Purchaser
has not terminated this Agreement pursuant to any of the provisions authorizing
such termination, and Purchaser fails to close the transaction contemplated
hereby, Seller shall be entitled to receive the Deposit as liquidated damages
as Seller’s sole and exclusive remedy for such failure, Seller hereby
specifically waiving any and all rights which it may have to damages or
specific performance as a result of Purchaser’s default under this Agreement.
Seller and Purchaser recognize and agree that such remedy providing for
liquidated damages is a reasonable amount in the context of a transaction in which
the measurement of damages is not feasible.


ARTICLE XI
RISK OF LOSS


     11.1   Risk
of loss until the Closing shall be borne by Seller and Seller will continue,
until the Closing, to insure against risk of loss at the Property consistent
with Seller’s historical insurance coverage practices. In the event that
damage, loss or destruction of the Property or any part thereof, by fire or
other casualty, occurs prior to the Closing which would cost in excess of
Twenty-Five Thousand and 00/100 Dollars ($25,000.00) to repair or restore, as
reasonably estimated by Purchaser, Purchaser shall, at its option, exercised by
notice to Seller within fifteen (15) days following the date that Seller has
provided notice to Purchaser of such casualty or notice of condemnation, elect
one of the following:


          11.1.1   To
terminate this Agreement and receive an immediate refund of the Deposit, to the
extent refundable by the terms of this Agreement; or


          11.1.2   If
Seller shall provide written notice to Purchaser that it will repair such
casualty damage, to extend the Closing Date a reasonable time period, which
time period shall not exceed sixty (60) days, in order to enable Seller to
repair such damage to the Property, and in such event Seller shall promptly
repair such damage and restore the Property to substantially the condition that
existed prior to such casualty; or in the event Seller fails or refuses to
repair such damage within the period specified herein, Purchaser shall have the
option to either proceed with the Closing and receive a credit against the
Purchase Price in the amount of such insurance proceeds not expended through
the Closing Date in making such repairs together with any deductible amount
applicable to such insurance coverage, or Purchaser may elect to terminate this
Agreement and receive an immediate refund of the Deposit, to the extent
refundable by the terms of this Agreement; or


          11.1.3   To
close the transaction contemplated hereby and take an assignment of and receive
in cash (or cashier’s or certified check) all insurance proceeds payable as a
result of such casualty loss, and receive a credit in the amount of any
deductible applicable to such insurance coverage, or, if such proceeds are not
made available by the holder or holders of any indebtedness secured by liens
against the Property, to receive a credit against the Purchase Price in the
amount of such casualty loss together with any deductible amount applicable
thereto, with any insurance proceeds for loss of rents being prorated between
Purchaser and Seller based on an allocation of the time period covered by such
payment and the ownership of the Property during such period.


     11.2   In
the event that under Section 11.1.2 above Seller is required to repair any
damage whatsoever to the Property, Seller agrees that all such damage will be
repaired so that the Property will be in a state of condition equal or greater
to that as of the date hereof, but, in any event, in such manner as required by
any applicable code, regulation or order applicable to the completion of such
repairs.


     11.3   In
the event that damage to the Property, or any part thereof, by fire or other
casualty, occurs prior to the actual closing of the transaction contemplated
hereby causing damage to the Property, the cost 


13





Exhibit 10.1


to
repair such damage, as reasonably estimated by Purchaser, being Twenty-Five
Thousand and 00/100 Dollars ($25,000.00) or less, Purchaser agrees that it
shall accept an assignment of such insurance proceeds for repair or restoration
as may be due to Seller as a result of such casualty and proceed to close the
transaction contemplated herein, with any insurance proceeds for loss of rents
being prorated between Purchaser and Seller based on allocation of the time
period covered by such payment and the ownership of the Property during such
period, and receive a credit against the Purchase Price in the amount of any
deductible applicable to such insurance coverage; provided, however, in the
event that the holder of any liens secured by the Property shall elect to apply
any such proceeds against the balance of any indebtedness secured by liens
against the Property, Purchaser shall receive a credit against the Purchase
Price in the full amount of such insurance proceeds allocable to Purchaser
together with any deductible amount applicable thereto.


     11.4   Seller
shall maintain the current insurance coverage in force for the Property in full
force and effect through the Closing Date.


ARTICLE XII
NOTICES


     12.1   Any
notice, request, demand, instruction or other communication to be given to
either party hereunder, except those required to be delivered at Closing, shall
be in writing, and shall be deemed to be given (a) upon receipt if (i) hand
delivered, (ii) delivered by recognized overnight courier service, or (iii)
delivered by confirmed facsimile via telephonic or email transmission, or (b)
three (3) business days after deposit of such notice in registered or certified
mail, return receipt requested (provided that any notice of termination shall
be effective immediately upon deposit in registered or certified mail, return
receipt requested), addressed as follows:


	
  

 	
  

 	
  

 
	
 IF TO SELLER:

 	
  

 	
 ELHC I, LLC

 
	
  

 	
  

 	
 Attn: Nathaniel Hagedorn

 
	
  

 	
  

 	
 5015 NW Canal Street,
 Suite 200

 
	
  

 	
  

 	
 Riverside, MO 64150

 
	
  

 	
  

 	
 Telephone No.:
 816-888-7380

 
	
  

 	
  

 	
 Email:
 nathaniel@northpointkc.com

 
	
  

 	
  

 	
  

 
	
 WITH A COPY TO:

 	
  

 	
 Levy Craig Law Firm

 
	
  

 	
  

 	
 Attn: Scott E. Seitter

 
	
  

 	
  

 	
 1301 Oak Street, Suite 500

 
	
  

 	
  

 	
 Kansas City, MO 64106

 
	
  

 	
  

 	
 Telephone No.:
 816-474-8181

 
	
  

 	
  

 	
 Email:
 sseitter@levycraig.com

 
	
  

 	
  

 	
  

 
	
 IF TO PURCHASER:

 	
  

 	
 Flexsteel Industries, Inc.

 
	
  

 	
  

 	
 385 Bell Street

 
	
  

 	
  

 	
 Dubuque, IA 52001

 
	
  

 	
  

 	
 Attn: Timothy E. Hall, CFO 

 
	
  

 	
  

 	
 Telephone No.:
 (563)585-8392

 
	
  

 	
  

 	
 Email: thall@flexsteel.com

 
	
  

 	
  

 	
  

 
	
 WITH A COPY TO:

 	
  

 	
 Stinson
 Leonard Street LLP

 
	
  

 	
  

 	
 Attn:
 Kirk H. Doan

 
	
  

 	
  

 	
 1201
 Walnut, Suite 2900

 


14





Exhibit 10.1


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Kansas
 City, MO 64016

 
	
  

 	
  

 	
 Telephone
 No.: (816) 691-2739

 
	
  

 	
  

 	
 Email:
 Kirk.Doan@StinsonLeonard.com

 


     12.2   The
addresses and addressees for the purpose of this article may be changed by
either party by giving notice of such change to the other party in the manner
provided herein for giving notice. For the purpose of changing such addresses
or addressees only, unless and until such written notice is received, the last
address and addressee stated herein shall be deemed to continue in effect for
all purposes.


ARTICLE
XIII
MISCELLANEOUS


     13.1   Survival.
All warranties, representations, covenants, obligations and agreements
contained in this Agreement shall expressly survive the execution and delivery
of the Deed.


     13.2   Eminent
Domain. In the event that, prior to the date of the Closing, Seller
acquires knowledge of any pending or threatened claim, suit or proceeding to
condemn or take all or a material part of the Property under the power of
eminent domain, then Seller shall immediately give notice thereof to Purchaser,
and Purchaser shall have the right to terminate its obligations under this
Agreement by delivering notice thereof to Seller within thirty (30) days after
receiving notice from Seller of such condemnation or taking, and thereupon the
Deposit shall be refunded to Purchaser and the rights and obligations of the
parties hereto shall cease. If Purchaser shall not elect to terminate this
Agreement pursuant to this Section, the parties shall proceed with the Closing
in accordance with the terms hereof without abatement of the Purchase Price,
but all proceeds of any condemnation award shall be payable solely to
Purchaser, and Seller shall have no interest therein.


     13.3   Entire
Agreement. This Agreement and the exhibits attached hereto contain the
entire agreement between the parties, and no written or oral promise,
representation, warranty or covenant not included in this Agreement or any such
referenced agreements has been or is relied upon by either party.


     13.4   Reliance.
Neither party has made any representations, warranties or covenants to the
other concerning any tax benefits or tax treatment which may accrue to be given
to the other party in connection with the transaction contemplated hereby. Each
party has relied upon its own examination of the full Agreement and the
provisions thereof, and the counsel of its own advisors, and the warranties,
representations and covenants expressly contained in this Agreement itself.


     13.5   No
Oral Modification. No modification or amendment of this Agreement shall be
of any force or effect unless made in writing and executed by both Purchaser
and Seller.


     13.6   Choice
of Law and Venue. In the event that any litigation arises hereunder, it is
specifically stipulated that this Agreement shall be interpreted and construed
according to the laws of the state in which the Property is situated.


     13.7   Attorneys’
Fees. The prevailing party in any litigation between the parties arising
under this Agreement shall be entitled to recover from the other its reasonable
attorneys’ fees.


     13.8   Counterparts;
Headings; Electronic Signatures. This Agreement may be executed in any
number of counterparts which together shall constitute the agreement of the
parties. The article headings herein are for purposes of identification only
and shall not be considered in construing this Agreement. Facsimile or other
electronic execution of this Agreement shall be valid and binding for all
purposes.


15





Exhibit 10.1


     13.9   Assignment.
This Agreement, and the rights and obligations hereunder, may be assigned by
Purchaser. This Agreement may not be assigned by Seller.


     13.10 Time.
Unless otherwise provided, in computing any time period set forth in this
Agreement, the day of the triggering act or event shall not be counted, and all
subsequent days shall be counted; provided, however, that the last day of any
such period shall not be included if it is a weekend day or a legal holiday, in
which case such period shall be extended to the next day that is not a weekend
day or legal holiday.


     13.11 Parties
Bound. This Agreement and the terms and provisions hereof shall inure to
the benefit and be binding upon the parties hereto and their respective heirs,
executors, personal representatives, permitted successors and assigns whenever
the context so requires or permits.


     13.12 Enforceability.
If any provisions of this Agreement are held to be illegal, invalid or
unenforceable under present or future laws, such provisions shall be fully
severable, and this Agreement shall be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part of this
Agreement, and the remaining provisions of this Agreement shall remain in full
force and effect and not be affected by the illegal, invalid or unenforceable
provision or by its severance from this Agreement, provided that both parties
hereto may still effectively realize the complete benefit of the transaction
contemplated hereby. Each party agrees to perform any further acts and to execute, acknowledge and
deliver any documents which may be reasonably necessary to carry out the
provisions of this
Agreement


     13.13 Gender
Number. Any references to one gender used herein, whether masculine,
feminine or neuter, shall be deemed to be a reference to any other gender as
may be appropriate under the circumstances; further, the singular shall include
the plural and the plural the singular.


     13.14 Time
of the Essence. Time is of the essence with respect to all the time periods
expressed in this Agreement and the Closing hereunder.


     13.15 Sales
Commissions. Seller represents and warrants to Purchaser that Seller has
not dealt with any real estate broker, salesperson or finder in connection with
this transaction other than CBRE (“Broker”). Purchaser represents and warrants
to Seller that Purchaser has not dealt with any real estate broker, salesperson
or finder in connection with this transaction other than Broker. In the event
of any claim for broker’s or finder’s fees or commissions in connection with
the negotiation, execution or consummation of this Agreement or the
transactions contemplated hereby, other than those payable to Broker, each
party shall indemnify and hold harmless the other party from and against any
such claim based upon any statement, representation or agreement of such party.
Seller shall pay to Broker at Closing a commission equal to four percent (4%)
of the Purchase Price pursuant to a separate agreement.


[SIGNATURES ON FOLLOWING PAGE]


16







Exhibit 10.1


          IN
WITNESS WHEREOF, the undersigned have executed this Purchase and Sale Agreement
to be effective as of the latest date indicated below (the “Effective Date”).


SELLER:


ELHC I, LLC,

a Kansas limited liability company


	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
 NorthPoint Development,
 LLC

 
	
  

 	
 a Missouri limited
 liability company

 
	
  

 	
 its Manager

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Nathaniel Hagedorn



 	
  

 
	
  

 	
  

 	
 Nathaniel Hagedorn,
 Manager

 
	
  

 	
 Date:

 	
 8/8/2014

 



BUYER:


FLEXSTEEL INDUSTRIES, INC.

a Minnesota corporation


	
  

 	
  

 	
  

 
	
 By (Sign):

 	
 /s/ Timothy E. Hall 



 	
  

 
	
 Printed Name:

 	
 Timothy E. Hall

 
	
 Title:

 	
 C.F.O.

 
	
 Date:

 	
 8/7/2014

 


17





Exhibit 10.1


          EXECUTED
by the Title Company as of the Effective Date for purposes of acknowledging
receipt of the Deposit and agreeing to the provisions relating to the rights
and obligations of the escrowee, as set forth herein.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 CHICAGO TITLE COMPANY

 
	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Jill D. Burton



 
	
  

 	
  

 
	
  

 	
 Printed Name:

 	
 Jill D. Burton



 
	
  

 	
  

 
	
  

 	
 Its:

 	
 AVP, Escrow Officer



 


18





Exhibit 10.1


EXHIBIT A


LEGAL
DESCRIPTION OF THE LAND


That
part of the Southeast and Southwest Quarters of Section 34, Township 14 South,
Range 22 East, in the City of Edgerton, Johnson County, Kansas, more
particularly described as follows:


Commencing
at the southeast corner of said Southwest Quarter; thence coincident with the
south line of said Southwest Quarter, South 88o10’27” West, 360.36 feet to the
southeast corner of a tract of land described as the J. A. Pearce Tract in the
1892 Re-Survey of said Section 34, said point also being the southwest corner
of the East 22 acres of said Southwest Quarter; thence coincident with the west
line of said East 22 acres, said line also being the east line of said J.A.
Pearce Tract, North 02o16’32” West, 60.00 feet to a point on the north
right-of-way line of 191st Street, as it now exists, said point being the Point
of Beginning; thence continuing along said west line, North 02o16’32” West,
1,133.01 feet; thence departing said west line, North 87o43’28” East, 1,019.79
feet; thence parallel with the west line of said East 22 acres, South 02o16’32”
East, 1,113.74 feet; thence South 42o56’15” West, 38.04 feet to a point on the
north right-of-way line of said 191st Street; thence coincident with said north
right-of-way line, South 88o09’02” West, 632.00 feet; thence continuing along
said north right-of-way line South 88o10’27” West, 360.82 feet to the Point of
Beginning, containing 1,159,053 square feet, or 26.608 acres, more or less.


Note:
The property described in the preceding description shall be platted as Lot 1,
LOGISTICS PARK KANSAS CITY, FIRST PLAT.


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Exhibit 10.1


EXHIBIT B


EXPANSION LAND


 


 


 


 


 


 






20





Exhibit 10.1


EXHIBIT C


ADDITION TO
BUILDING


 


 


 


 


 


 





21





Exhibit 10.1


EXHIBIT D


PERIMETER
FENCE DEPICTION


 


 


 


 


 


 






22