**Exhibit 10.18**     THIS AGREEMENT OF PURCHASE AND SALE (this **“Agreement”**) is made and entered into as of this12th day of June (the **“Contract Date”**) by and between **FIRST INDUSTRIAL, L.P.,**a Delawarelimited partnership (**“Seller”**), and **NORTHFIELD LABORATORIES, INC.,**a Delaware corporation**(“Purchaser”**).     **1. **SALE.     Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller, forthe purchase price set forth below and on the terms and conditions set forth in this Agreement, allof the following:          (a) that certain tract or parcel of land, together with all rights, easements and interestsappurtenant thereto including, but not limited to, any streets or other public ways adjacent tosaid tract or parcel and any water or mineral rights owned by, or leased to, Seller, which isdescribed on **Exhibit A** attached hereto and made a part hereof (the **“Land”**);          (b) all of the buildings, structures, fixtures and other improvements located on the Land,including, but not limited to, the building commonly known by the street address 1200 BusinessCenter Drive, Mount Prospect, Illinois, and all other on-site structures, systems, and utilitiesassociated with the building (all such improvements being referred to herein as the**“Improvements”**), but excluding improvements, if any, owned by any tenant(s) located therein;          (c) Seller’s right, title and interest in all leases and other agreements to occupy all or anyportion of any or all of the Land and the Improvements that are in effect on the Contract Date orinto which Seller enters prior to Closing (as hereinafter defined) pursuant to the terms of thisAgreement (collectively, the **“Leases”**);          (d) all of Seller’s right, title and interest in and to all tangible personal property upon theLand or within the Improvements, including, without limitation, heating, ventilation and airconditioning systems and equipment, appliances, furniture, tools and supplies, owned by Seller andused by Seller in connection with the ownership and operation of the Land and the Improvements (the**“Personal Property”**), but excluding any and all items of tangible personal property owned by thetenants;          (e) all of Seller’s right, title and interest in and to all assignable contracts and agreements towhich Seller is party (other than Leases) relating to the upkeep, repair, maintenance, leasing oroperation of any or all of the Land, Improvements and the Personal Property, and all comparablecontracts, agreements or arrangements into which Seller enters prior to Closing pursuant to thisAgreement (collectively, the **“Contracts”),**except that Purchaser shall not assume and accept atClosing those Contracts which constitute Rejected Contracts (as hereinafter defined); and          (f) to the extent transferable, all of Seller’s right, title and interest (if any) in and to allintangible assets of any nature relating to any or all of the Land, the Improvements and thePersonal Property, including, but not limited to, (i) all guaranties and warranties issued withrespect to the Personal Property or the Improvements; (ii) all plans and specifications, drawingsand prints describing the Improvements; (iii) trademarks or trade names associated with theImprovements; and (iv) all licenses, permits, approvals, certificates of occupancy, dedications,
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subdivision maps and entitlements now or hereafter issued, approved or granted by anygovernmental authority in connection with the Land or the Improvements (collectively, the**“Intangibles”**).The Land, the Improvements, the Personal Property, the Contracts, the Leases and the Intangiblesare hereinafter referred to collectively as the **“Property.”**     **2. **PURCHASE PRICE.     The total purchase price to be paid to Seller by Purchaser for the Property shall be SIX MILLIONSEVEN HUNDRED THIRTY-ONE THOUSAND AND NO/100 DOLLARS ($6,731,000.00) (the **“Purchase Price”**), plusor minus prorations as hereinafter provided.     **3. **CLOSING.     The purchase and sale contemplated herein shall be consummated at a closing (“Closing”) to takeplace by mail or at the offices of the Title Company (defined below). The Closing shall occur onJune 23, 2006, or as otherwise agreed by the parties (the **“Closing Date”**).     **4. **DEPOSIT.     Not later than two (2) business days after the execution and delivery of this Agreement byPurchaser and Seller, Purchaser shall deposit, as its earnest money deposit, the sum of One HundredFifty Thousand and No/100 Dollars ($150,000.00) (the **“Earnest Money”**) in an escrow with the TitleCompany (the **“Escrow”**) pursuant to escrow instructions in the form attached hereto as **ExhibitB.** The Earnest Money and all interest earned thereon are herein collectively referred to as the**“Deposit.”**Except as otherwise expressly set forth herein, the Deposit shall be applied against thePurchase Price at Closing.     **5. **SELLER’S DELIVERIES.     Prior to the execution of this Agreement, Seller has delivered to Purchaser all, to Seller’sKnowledge, of the documents and agreements described on **Exhibit C** attached hereto and madea part hereof that are in Seller’s possession or reasonable control (the **“Documents”**), except forthe Documents described in item (c) on **Exhibit C** which have been delivered to Purchaseronly to the extent such Documents are in Seller’s actual possession. Seller shall continue to makeavailable to Purchaser or its agents for inspection in the Chicago, Illinois office of FR, all, toSeller’s knowledge, of the Documents in Seller’s possession or reasonable control, except for theDocuments described in item (c) on **Exhibit C** which shall only be made available toPurchaser to the extent such Documents are in Seller’s actual possession. The Documents that arefurnished to Purchaser pursuant to this **Section 5**are being furnished to Purchaser for informationpurposes only and without any representation or warranty by Seller with respect thereto, express orimplied, except as may otherwise be expressly set forth in this **Section 5**or **Section 8.1**below, ineither case as limited by **Sections 8.2**and **8.3**below. Seller hereby represents and warrants toPurchaser that, to Seller’s knowledge, Seller has not failed to deliver true and complete copies ofany Documents in Seller’s possession or reasonable control (except for the Documents described initem (c) on **Exhibit C** which have been delivered to Purchaser only to the extent suchDocuments are in Seller’s actual possession).
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     **6. **INSPECTION PERIOD.          **6.1.**Basic Project Inspection. At all times prior to Closing, including times following the“Inspection Period” (which Inspection Period is defined to be the period commencing with theContract Date and continuing through and including June 15, 2006), Purchaser and Purchaser’semployees, third party consultants, lenders, engineers, accountants and attorneys (collectively,the **“Purchaser’s Representatives”)**shall be entitled to conduct a **“Basic Project Inspection”**of theProperty, which will include the rights to: (i) enter upon the Land and Improvements, at reasonabletimes, to perform inspections and tests of the Land and the Improvements, (ii) make investigationswith regard to the environmental condition of the Land and the Improvements and the compliance bythe Land and the Improvements with all applicable laws, ordinances, rules and regulations, (iii)review the Leases affecting the Property, and (iv) interview any tenant at the Improvements withrespect to its current and prospective occupancy of the Improvements as long as a representative ofSeller is in attendance throughout such interview, which representatives shall be made reasonablyavailable for such purposes. Purchaser shall provide not less than one (1) business days’ priornotice to Seller before conducting any investigations, study, interview or test to or at the Landand the Improvements. If Purchaser determines, in its sole discretion that the Property is notappropriate for Purchaser’s intended use, then Purchaser may terminate this Agreement by writtennotice to Seller (the “**Termination Notice”),**delivered not later than 5:00 p.m. (Chicago Time) onthe last day of the Inspection Period (the **“Approval Date”),**whereupon the Deposit shall bereturned to Purchaser and neither party shall have any further liabilities or obligationshereunder, except for those liabilities and obligations that expressly survive a termination ofthis Agreement. If Purchaser fails to timely deliver a Termination Notice to Seller prior 5:00 p.m.(Chicago Time) on the Approval Date, Purchaser shall be automatically deemed to have forever waivedits right to terminate this Agreement pursuant to this **Section 6.1,**and the Property shall bedeemed acceptable to Purchaser.          **6.2.**Purchaser’s Undertaking. Purchaser hereby covenants and agrees that it shall cause allstudies, investigations and inspections performed at the Land or the Improvements to be performedin a manner that does not unreasonably disturb or disrupt the tenancies or business operations ofthe tenant(s) at the Improvements. Purchaser shall not conduct (or cause to be conducted) anyphysically intrusive investigation, examination or study of the Land or the Improvements (any suchinvestigation, examination or study, an **“Intrusive Investigation”)**as part of its Basic ProjectInspection or otherwise without obtaining the prior written consent of Seller. In the eventPurchaser desires to conduct (or cause to be conducted) any Intrusive Investigation of the Land orthe Improvements, such as sampling of soils, other media, building materials, or the othercomparable investigation, Purchaser will provide a written scope of work to Seller describingexactly what procedures Purchaser desires to perform. Seller may withhold its consent to anyIntrusive Investigation of the Land or the Improvements in its sole discretion. Purchaser andPurchaser’s Representatives shall, in performing its Basic Project Inspection, comply with theagreed upon procedures and with any and all laws, ordinances, rules, and regulations applicable toany or all of such procedures, the Land and the Improvements. Neither Purchaser nor Purchaser’sRepresentatives shall report the results of the Basic Project Inspection to any governmental orquasi-governmental authority under any circumstances, unless required by applicable law in itscapacity as contract purchaser, without obtaining Seller’s express written consent, which consentmay be withheld in Seller’s sole discretion. Purchaser Representatives shall: (a) togethermaintain comprehensive general liability (occurrence) insurance in an .amount of not less than$2,000,000
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covering any accident arising in connection with the presence of Purchaser and Purchaser’sRepresentatives at the Land and the Improvements and the performance of any investigations,examinations or studies thereon, and shall deliver a certificate of insurance (in form andsubstance reasonably satisfactory to Seller), naming Seller as an additional insured thereunder,verifying the existence of such coverage to Seller prior to entry upon the Land or theImprovements; and (b) promptly pay when due any third party costs associated with its Basic ProjectInspection. Purchaser shall, at Purchaser’s sole cost, repair any damage to the Land or theImprovements resulting from the Basic Project Inspection, and, to the extent Purchaser orPurchaser’s Representatives alter, modify, disturb or change the condition of the Land or theImprovements as part of the Basic Project Inspection or otherwise, Purchaser shall, at Purchaser’ssole cost, restore the Land and the Improvements to the condition in which the same were foundbefore such alteration, modification, disturbance or change. Purchaser hereby indemnifies,protects, defends and holds Seller, Seller’s affiliates, their respective partners, shareholders,officers and directors, and all of their respective successors and assigns (collectively, the**“Seller Indemnified Parties”**) harmless from and against any and all losses, damages, claims, causesof action, judgments, damages, costs and expenses (including reasonable attorneys’ fees and courtcosts) (collectively, **“Losses”**) that Seller or any Seller Indemnified Party suffers or incurs as aresult of, or in connection with Purchaser’s Basic Project Inspection or Purchaser’s or Purchaser’sRepresentatives entry upon the Land or the Improvements hereunder. Purchaser’s undertakingspursuant to this **Section 6.2**shall indefinitely survive a termination of this Agreement or theClosing and shall not be merged into any instrument of conveyance delivered at Closing.          **6.3.**Confidentiality. Purchaser agrees to maintain in confidence the information and termscontained in the Evaluation Materials (defined below) and this Agreement (collectively, the**“Transaction Information”**). Purchaser shall not, under any circumstances, disclose all or anyportion of the Transaction Information to any person or entity and shall maintain the TransactionInformation in the strictest confidence; provided, however, that Purchaser may disclose theTransaction Information: (a) to Purchaser’s Representatives to the extent that Purchaser determinesPurchaser’s Representatives reasonably need to know such Transaction Information in order toassist, and perform services on behalf of, Purchaser; (b) to the extent required by any applicablestatute, law, regulation or governmental authority; and (c) in connection with any litigation thatmay arise between the parties in connection with the transactions contemplated by this Agreement.Purchaser shall advise Purchaser’s Representatives of the provisions of this **Section 6.3**and causesuch parties to maintain the Transaction Information as confidential information and otherwisecomply with the terms of this **Section 6.3.**For purposes of this Agreement, the term **“EvaluationMaterials”**shall mean the Documents and any other materials or information delivered or madeavailable by Seller or its agents to Purchaser or Purchaser’s Representatives together with (i) allanalyses, compilations, studies or other documents prepared by (or on behalf of) Purchaser, whichcontain or otherwise reflect such information or materials and (ii) the results of any studies,analysis or investigation of the Property undertaken by or on behalf of Purchaser. Purchaser agreesthat the Evaluation Materials shall be used solely for purposes of evaluating the acquisition andpotential ownership and operation of the Property. Notwithstanding anything contained herein to thecontrary, it is understood and agreed that money damages would not be a sufficient remedy for anybreach of this **Section 6.3**by Purchaser or Purchaser’s Representatives and that Seller shall beentitled to specific performance and injunctive or other equitable relief as a remedy for any suchbreach of this **Section 6.3**by Purchaser or Purchaser’s Representatives. Purchaser further agrees towaive any requirement for the security or posting of any bond in connection with such remedy.
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Such remedy shall not be deemed to be the exclusive remedy for breach of this **Section 6.3**but shallbe in addition to all other remedies available at law or in equity to Seller. In the event thisAgreement is terminated for any reason whatsoever, Purchaser shall promptly (and in any eventwithin three (3) business days after the effective date of termination) return to Seller theDocuments and any and all copies of the Documents and destroy any and all other EvaluationMaterials. The undertakings of Purchaser pursuant to this **Section 6.3**shall survive the terminationof this Agreement.          **6.4.**Rejection of Contracts. Purchaser may elect, in its sole discretion, to require thatSeller, at Seller’s expense, terminate any of the Contracts other than Brokerage Agreements (ashereinafter defined) and security contracts provided Purchaser notifies Seller of such electionprior to the Approval Date (any such Contracts that Purchaser elects to terminate, the **“RejectedContracts”**).     **7. **TITLE AND SURVEY MATTERS.          **7.1.**Conveyance of Title. At Closing, Seller agrees to deliver to Purchaser a SpecialWarranty Deed (**“Deed”**), in recordable form, conveying the Land and the Improvements to Purchaser,free and clear of all liens, claims and encumbrances except for the following items (the **“PermittedExceptions”**): (1) taxes not yet due and payable; (2) those matters that may be approved (ordeemed approved) by Purchaser pursuant to **Section 7.4**or **Section 10.1;**(3) the rights of tenantspursuant to the Leases; (4) matters arising out of any act of Purchaser or Purchaser’sRepresentatives; and (5) local, state and federal laws, ordinances, rules and regulations,including, but not limited to, zoning ordinances (those liens, claims, encumbrances and mattersreferred to in items (1) and (3) — (5) above, the **“Existing Permitted Exceptions”**).          **7.2.**Title Commitment. Promptly after the receipt of the same (and in any events within ten(10) business days after the Contract Date), Purchaser shall deliver to Seller a commitment (the**“Title Commitment”**) issued by First American Title Insurance Company (30 North LaSalle Street,Suite 310, Chicago, Illinois 60602, Attn: Richard Seidel) (the “**Title Company”**), for an owner’stitle insurance policy with respect to the Land (the “**Title Policy”**), in the full amount of thePurchase Price, together with copies of all recorded documents evidencing title exceptions raisedin “Schedule B” of such Title Commitment. It shall be a condition precedent to Purchaser’sobligation to proceed to Closing that, at Closing, the Title Company shall issue the Title Policy(or a “marked” Title Commitment) insuring, in the full amount of the Purchase Price, Purchaser asthe fee simple owner of the Land and the Improvements, subject only to the Permitted Exceptions. Ifthe foregoing condition precedent fails for any reason other than the actions or omissions ofPurchaser, Purchaser may elect to either (i) proceed to Closing and waive the failure of suchcondition or (ii) terminate this Agreement by delivery of written notice to Seller on or prior toClosing, in which event (i) the Deposit shall be returned to Purchaser, and (ii) neither partyshall have any further liabilities or obligations hereunder except for those liabilities andobligations that expressly survive a termination of this Agreement.          **7.3.**Survey. Seller shall deliver to Purchaser a copy of an existing survey of the Land andthe Improvements (the **“Survey”**) together with the Documents to the extent in Seller’s possession.Any updates of the Survey, including, but not limited to recertification thereof, or any
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new survey (any such new or updated survey, an **“Updated Survey”)**shall be the soleresponsibility of Purchaser.          **7.4.**Defects and Cure.               **7.4.1.**Purchaser’s Defect Notices. Purchaser shall accept title to the Land and theImprovements subject to all of the Existing Permitted Exceptions. If the Updated Survey or theTitle Commitment discloses exceptions to title other than the Existing Permitted Exceptions (suchexceptions to title being referred to as the **“Disclosed Exceptions”**), then Purchaser shall haveuntil 5:00 p.m. (Chicago time) on the later of the date that is five (5) business days prior to theApproval Date and the date on which Purchaser has received both the Title Commitment and theSurvey, within which to notify Seller of any such Disclosed Exceptions to which Purchaserreasonably objects (any such notice, a **“Defect Notice”**) on the grounds that such DisclosedExceptions either (a) render title unmarketable or uninsurable at regular rates, or (b) materiallyand adversely affect Purchaser’s intended use of the Property or the value of the Property.Notwithstanding anything contained herein to the contrary, Purchaser shall have no right to objectto any matters disclosed by the Updated Survey or the Title Commitment (or any further updates toeither of the foregoing) unless Purchaser delivers a Defect Notice with respect to the TitleCommitment and/or the Updated Survey, within the earlier of the date that is five (5) business daysprior to the Approval Date and the date on which Purchaser has received both the Title Commitmentand the Survey. If the Title Commitment, the Updated Survey or any update to either of theforegoing that occurs prior to Closing discloses any exceptions other than the Existing PermittedExceptions that do not either (i) render title unmarketable or uninsurable at regular rates or (ii)materially and adversely affect Purchaser’s intended use of the Property or the value of theProperty, such exceptions shall be deemed Permitted Exceptions for all relevant purposes under thisAgreement. Any exceptions to title (other than the Existing Permitted Exceptions and the DisclosedExceptions) that arise between the effective date of the Title Commitment or Seller’s receipt of anUpdated Survey, as the case may be, and the Closing are referred to herein as **“New Defects.”**Purchaser shall have five (5) business days after its receipt of written notice or updated titleevidence reflecting any New Defects within which to notify Seller in writing of any such NewDefects to which Purchaser reasonably objects on the grounds that such New Defects either (a)render title unmarketable or uninsurable at regular rates or (b) materially and adversely affectPurchaser’s intended use of the Property or the value of the Property.               **7.4.2.**Seller’s Response Notices. Seller shall be obligated to cure and remove (or procuretitle insurance over) all of the following classes of New Defects and Disclosed Exceptions**(“Mandatory Cure Items”**), if any: (i) the liens of any mortgage, trust deed or deed of trustevidencing an indebtedness owed by Seller; (ii) tax liens for delinquent ad valorem real estatetaxes; (iii) mechanics liens pursuant to a written agreement either between (x) the claimant (the**“Contract Claimant”**) and Seller or its employees, officers or managing agents (the **“SellerParties”**) or (y) the Contract Claimant and any other contractor, materialman or supplier with whichSeller or the Seller Parties have a written agreement; and (iv) broker’s liens pursuant to awritten agreement between the broker and Seller or any Seller Parties. Seller may elect, in itssole discretion, to cure and remove any Disclosed Exception or New Defect identified by Purchaserin a Defect Notice by delivering written notice to Purchaser (a **“Seller’s Response Notice”**)indicating that Seller has elected to cure and remove any such matters (any
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such matters that Seller elects to cure and remove, **“Seller Cure Items”**) not later than the soonerto occur of (i) five (5) business days after Seller’s receipt of the applicable Defect Notice; or(ii) Closing. Seller shall have until Closing to cure and remove (or procure title insurance over)any Seller Cure Items, and, Seller may delay Closing by up to ten (10) business days in order tocure and remove (or procure title insurance over) any such Seller Cure Items. If Seller fails toprovide a Seller’s Response Notice, Seller shall be deemed to have delivered a Seller’s ResponseNotice electing not to cure and remove any New Defects or Disclosed Exceptions identified byPurchaser in the applicable Defect Notice. If Seller elects (or is deemed to elect) not to cure andremove any Disclosed Exceptions or New Defects, Purchaser may elect, in its sole discretion and asits sole remedy hereunder, at law or in equity, by delivery of written notice to Seller not laterthan the first to occur of (i) the date that is five (5) business days after Purchaser’s receipt(or deemed receipt) of a Seller’s Response Notice; or (ii) Closing, to either (a) proceed toClosing and accept title to the Land and the Improvements, subject to those Disclosed Exceptions orNew Defects, as the case may be, that Seller has refused (or is deemed to have refused) to cure orremove, without deduction or offset against the Purchase Price or (b) terminate this Agreement, inwhich event the Deposit shall be returned to Purchaser and neither party shall have any furtherliabilities or obligations pursuant to this Agreement except those liabilities or obligations thatexpressly survive termination of this Agreement. If Purchaser fails to timely notify Seller of itselection pursuant to the preceding sentence, Purchaser shall be deemed to have elected alternative(a).               **7.4.3.**Title Cure Provisions. If, on or prior to Closing, Seller fails to cure and remove(or procure title insurance over) each Disclosed Exception or New Defect (other than Mandatory CureItems), as the case may be, that Seller agreed to cure (pursuant to a Seller’s Response Notice),Purchaser may, at its option and as its sole remedy hereunder, at law or in equity, either (i)terminate this Agreement by written notice to Seller on or prior to Closing, in which event theDeposit shall be returned to Purchaser and this Agreement, without further action of the parties,shall become null and void and neither party shall have any further liabilities or obligationsunder this Agreement except for those liabilities or obligations which expressly survivetermination of this Agreement; or (ii) elect to consummate the Closing and accept title to the Landand Improvements subject to all those Disclosed Exceptions or New Defects that Seller has failed tocure or remove (in which event, all such exceptions to title shall be deemed Permitted Exceptions),without deduction or offset against the Purchase Price. If Purchaser fails to make either suchelection, Purchaser shall be deemed to have elected option (ii). If Seller fails to cure and remove(whether by endorsement or otherwise) any Mandatory Cure Items on or prior to Closing, Purchasermay, at its option and by delivery of written notice to Seller on or prior to Closing, either (A)terminate this Agreement, in which event the Deposit shall be returned to Purchaser and thisAgreement, without further action of the parties, shall become null and void and neither partyshall have any further liabilities or obligations under this Agreement except for those liabilitiesand obligations which expressly survive a termination of this Agreement, or (B) proceed to closewith title to the Land and Improvements as it then is with the right to deduct from the PurchasePrice the liquidated amount reasonably necessary to cure and remove (by endorsement or otherwise),as mutually and reasonably determined by Purchaser and Seller, those Mandatory Cure Items thatSeller fails to cure and remove.
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     **8. **SELLER’S REPRESENTATIONS.          **8.1.**Seller’s Representations. Seller represents and warrants to Purchaser that thefollowing matters are true as of the Contract Date, in all material respects, except as mayotherwise be provided in the Documents or on **Exhibit D** attached hereto and made a parthereof.               **8.1.1.**Litigation. To Seller’s knowledge, there is no pending or threatened litigationor governmental proceedings against the Property and, to Seller’s knowledge, there is nopending or threatened litigation or governmental proceedings against Seller that, if suchlitigation or proceedings were to result in a final determination against Seller or the Property,would result in material encumbrance upon the Property, or would materially affect the validity orenforceability of this Agreement or the performance of Seller under this Agreement.               **8.1.2.**United States Person. Seller is a “United States Person” within the meaning ofSection 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and shall execute and deliveran “Entity Transferor” certification at Closing.               **8.1.3.**Condemnation. To Seller’s knowledge, there is no pending or contemplatedcondemnation or other governmental taking proceedings affecting all or any part of the Land and theImprovements.               **8.1.4.**Environmental Matters. Seller has received no written notification from anygovernmental authority, and, to Seller’s Knowledge, it is not the case, that (x) all or someportion of the Land and the Improvements violates any Environmental Laws (as hereinafter defined);or (y) any Hazardous Substances (as hereinafter defined) have been stored or generated at, releasedor discharged from or are present upon the Land and the Improvements, except in the ordinary courseof business and in accordance with all Environmental Laws. As used herein, **“Hazardous Substances”**means all hazardous or toxic materials, substances, pollutants, contaminants, or wastes currentlyidentified as a hazardous substance or waste in the Comprehensive Environmental Response,Compensation and Liability Act of 1980 (commonly known as **“CERCLA”**), as amended, the SuperfundAmendments and Reauthorization Act (commonly known as **“SARA”**), the Resource Conservation andRecovery Act (commonly known as **“RCRA”**), or any other federal, state or local legislation orordinances applicable to the Land or the Improvements. As used herein, the term **“EnvironmentalLaws”**shall mean all federal, state and local environmental laws, rules, statutes,directives, binding written interpretations, binding written policies, ordinances and regulationsissued by any governmental authority and in effect as of the date of this Agreement with respect toor which otherwise pertain to or affect the Land or the Improvements, or any portion thereof, theuse, ownership, occupancy or operation of the Land or the Improvements, or any portion thereof, orany owner of the Land, and as same have been amended, modified or supplemented from time to timeprior to the date of this Agreement, including but not limited to CERCLA, the Hazardous SubstancesTransportation Act (49 U.S.C. § 1802 et seq.), RCRA, the. Water Pollution Control Act (33 U.S.C. §1251 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300f et seq.), the Clean Air Act (42 U.S.C.§ 7401 et seq.), the Solid Waste Disposal Act (42 U.S.C. § 6901 et seq.), the Toxic SubstancesControl Act (15 U.S.C. § 2601 et seq.), the Emergency Planning and Community Right-to-Know Act of1986 (42 U.S.C. § 11001 et seq.), the Radon and Indoor Air Quality Research Act
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(42 U.S.C. § 7401 note, et seq.), SARA, comparable state and local laws, and any and all rulesand regulations which have become effective prior to the date of this Agreement under any and allof the aforementioned laws.               **8.1.5.**Due Authorization; Conflict. Seller is a limited partnership, duly organized,validly existing and in good standing under the laws of the State of Delaware, and is qualified todo business in and is in good standing under the laws of the State of Illinois. Seller has fullpower to execute, deliver and carry out the terms and provisions of this Agreement and each of theother agreements, instruments and documents herein required to be made or delivered by Sellerpursuant hereto, and has taken, or will take prior to Closing, all necessary action to authorizethe execution, delivery and performance of this Agreement and such other agreements, instrumentsand documents. The individuals executing this Agreement and all other agreements, instruments anddocuments herein required to be made or delivered by Seller pursuant hereto on behalf of Seller areand shall be duly authorized to sign the same on Seller’s behalf and to bind Seller thereto. Theexecution and delivery of, and consummation of the transactions contemplated by, this Agreementare not prohibited by, and will not conflict with, constitute grounds for termination of, or resultin the breach of, any of the agreements or instruments to which Seller is now party or by which itis bound, or any order, rule or regulation of any court or other governmental agency or official.               **8.1.6.**Enforceability. This Agreement has been, and each and all of the other agreements,instruments and documents herein required to be made by Seller pursuant hereto have been, or on theClosing Date will have been, executed by or on behalf of Seller, and when so executed, are andshall be legal, valid and binding obligations of Seller enforceable against Seller in accordancewith their respective terms, subject to applicable bankruptcy, insolvency, reorganization,moratorium and other similar laws affecting the rights of creditors generally and, as toenforceability, the general principles of equity (regardless of whether enforcement is sought in aproceeding in equity or at law).               **8.1.7.**Leases. Copies of all Leases in effect as of the Contract Date (the **“ExistingLeases”**), and all amendments thereto and guaranties thereof, if any, have been furnished by Sellerto Purchaser and the copies so provided are true and complete. The Existing Leases have not beenamended, modified or terminated (except for any amendments delivered to Purchaser pursuant to thepreceding sentence). To Seller’s knowledge, (i) the Existing Leases are presently in full forceand effect without any material default thereunder by the applicable tenant; (ii) no tenant hasprepaid rent by more than 30 days in advance; (iii) any tenant improvements that Seller, aslandlord, is obligated to complete, prior to the date hereof and pursuant to any Existing Lease,has been completed and accepted by the applicable tenant; and (iv) no tenant has notified Seller,as landlord, in writing, of any default by Seller pursuant to an Existing Lease that remainsuncured.               **8.1.8.**Contracts. Seller is not party to any service contracts, management contracts orother comparable agreements that are binding upon the Land and the Improvements other than theContracts.               **8.1.9.**Bankruptcy Matters. Seller has not made a general assignment for the benefit ofcreditors, filed any voluntary petition in bankruptcy or suffered the filing of an
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involuntary petition by its creditors, suffered the appointment of a receiver to takepossession of substantially all of its assets, suffered the attachment or other judicial seizure ofsubstantially all of its assets, admitted its inability to pay its debts as they come due, or madean offer of settlement, extension or composition to its creditors generally.               **8.1.10.**No Brokers. Seller has delivered or made available as Documents true and completecopies of any and all listing agreements, brokerage agreements, Leases or other comparableagreements (collectively, **“Brokerage Agreements”**) into which Seller has entered in connection withthe Property, and pursuant to which a leasing commission or finder’s fee may be payable subsequentto Closing.               **8.1.11.**Employees. Seller has no employees at the Property.          **8.2.**Seller’s Knowledge. All references in this Agreement to **“Seller’s knowledge,”“Seller’s actual knowledge”**or words of similar import shall refer only to the actual (as opposedto deemed, imputed or constructive) knowledge of Steve Janowiak, Dispositions, Kara Crousore,Property Manager, and Dennis Salinas, Marketing Leasing Director, all of First Industrial RealtyTrust, Inc., an affiliate of Seller, without inquiry and, notwithstanding any fact or circumstanceto the contrary, shall not be construed to refer to the knowledge of any other person or entity.Seller represents and warrants that Steve Janowiak, Dennis Salinas and Kara Crousore are theemployees or agents of Seller most familiar with the Property and that they are familiar with thecondition and operation of the Property.          **8.3.**Limitations. The representations and warranties of Seller to Purchaser contained in**Section 8.1**hereof, as modified by the Approval Date Certificate (as hereinafter defined) and theClosing Date Certificate (as hereinafter defined) (the **“Seller Representations”**), shall survive theClosing Date and the delivery of the Deed for a period of one (1) year. No claim for a breach ofany Seller Representation, or the failure or default of a covenant or agreement of Seller thatsurvives Closing, shall be actionable or payable unless (a) the breach in question results from, oris based on, a condition, state of facts or other matter which was not disclosed to, or known by,Purchaser prior to Closing, (b) the valid claims for all such breaches collectively aggregate morethan Twenty-Five Thousand and No/100 Dollars ($25,000.00), in which event the full amount of suchclaims shall be actionable, and (c) written notice containing a description of the specific natureof such breach shall have been delivered by Purchaser to Seller prior to the expiration of said one(1) year survival period, and an action with respect to such breach(es) shall have been commencedby Purchaser against Seller within one (1) year after Closing. Notwithstanding anything containedherein to the contrary, the maximum amount that Purchaser shall be entitled to collect from Sellerin connection with all suits, litigation or administrative proceedings resulting from all breachesby Seller of any Seller Representations or any covenants of Seller shall in no event exceed$325,000.00 in the aggregate. Notwithstanding anything to the contrary contained herein, ifPurchaser is notified in any Document, or in writing by Seller, or otherwise becomes aware (whichawareness shall be deemed to have occurred if and to the extent that Purchaser is provided withaccess to books, records or other materials that directly contradict a Seller Representation), thatany Seller Representation made by Seller is not true or correct as of the Contract Date, or thatsuch Seller Representation is not true or correct on or before the Closing, or is notified in anyDocument, or in writing by Seller, or otherwise becomes aware (which awareness shall be deemed tohave occurred if and to the extent that Purchaser is provided with access to books, records orother written material
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that directly indicates a covenant of Seller has not been satisfied), that Seller has failed toperform any covenant and agreement herein contained and Purchaser shall nevertheless acquire theProperty notwithstanding such fact, Purchaser shall not be entitled to commence any action afterClosing to recover damages from Seller due to such Seller Representation(s) failing to be true orcorrect (and Purchaser shall not be entitled to rely on such Seller Representation), or suchcovenant(s) and agreement(s) having failed to be performed by Seller.          **8.4.**Representation Condition. It shall be a condition precedent to Purchaser’s obligationto proceed to Closing that all of the Seller Representations made herein are true and correct, inall material respects, as of the Contract Date, Approval Date and the Closing Date (the**“Representation Condition”**). For purposes of determining those Seller Representations that remaintrue and correct, in all material respects, as of the Approval Date, Seller shall deliver toPurchaser, on or prior to the Approval Date, a certificate (the **“Approval Date Certificate”**)certifying that all of the Seller Representations made as of the Contract Date remain true andcorrect as of the Approval Date, in all material respects, except for changes and qualificationsspecified by Seller in such Approval Date Certificate such that the Approval Date Certificate istrue and accurate in all material respects. If Seller fails to provide an Approval DateCertificate, Seller shall be deemed to have certified (subject to the limitations hereinafter setforth) that all of the Seller Representations hereunder remain true and correct, in all materialrespects, as of the Approval Date. The representations, warranties and certifications contained insuch Approval Date Certificate, whether provided or deemed provided, shall be made by Seller to thestandard of knowledge, if any, contained herein for the applicable representations, warranties orcertifications and subject to all of the terms, conditions and limitations contained in **Sections8.2**and **8.3**of this Agreement. Notwithstanding anything contained herein to the contrary, if theApproval Date Certificate indicates that any Seller Representations are not true and correct, inall material respects, as of the Approval Date (or were not true and correct, in all materialrespects, as of the Contract Date), or if Purchaser otherwise determines or becomes aware, prior tothe Approval Date, that any Seller Representations are untrue or inaccurate, in all materialrespects, Purchaser may, in its sole discretion and as its sole and exclusive remedy hereunder, atlaw or in equity, elect within five (5) business days of the Approval Date either to (aa) terminatethis Agreement by delivery of written notice to Seller, whereupon the Deposit shall be promptlyreturned to Purchaser and neither party shall have any further liability hereunder, except forthose liabilities that expressly survive a termination of this Agreement; or (bb) proceed toClosing and accept the untruth or inaccuracy of the applicable Seller Representations with nofurther right to terminate the Agreement (or pursue any other right or remedy) on the basis of theuntruth or inaccuracy thereof. Notwithstanding anything contained herein to the contrary, if anySeller Representation is untrue or inaccurate in any material respect and Purchaser becomes awareof such untruth or inaccuracy prior to Closing, Purchaser may elect, in its sole discretion and asits sole remedy hereunder, at law or in equity, either to (i) terminate this Agreement by deliveryof written notice to Seller on or prior to Closing (or within five (5) business days of theApproval Date to the extent Purchaser becomes aware of such untruth or inaccuracy on or prior tothe Approval Date), whereupon the Deposit shall be promptly returned to Purchaser and neither partyshall have any further liability hereunder, except for those liabilities that expressly survive atermination of this Agreement; or (ii) proceed to Closing and accept the untruth or inaccuracy ofsuch Seller Representation with no further right to terminate the Agreement (or pursue any otherright or remedy) on the basis of the untruth or inaccuracy thereof.
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     **9. **PURCHASER’S COVENANTS AND REPRESENTATIONS.     Effective as of the execution of this Agreement, Purchaser hereby covenants with Seller, andrepresents and warrants to Seller, as follows:          **9.1.**1031 Exchange. Purchaser recognizes and understands that this transaction may be partof a contemplated “like kind” exchange for Seller under §1031 of the Internal Revenue Code (the**“Exchange”**). As such, Purchaser agrees to cooperate with Seller in effectuating the Exchange, whichcooperation may include the execution of documents, (which delays shall not exceed sixty (60) days)and the taking of other reasonable action, as is necessary in the opinion of Seller, to accomplishthe Exchange; provided, however, that Purchaser shall not be required to assume any additionalexpense or liability in connection with, or as part of its cooperation with, the Exchange. Thecovenant contained in this **Section 9.1**shall survive the Closing and shall not be merged into anyinstrument of conveyance delivered at Closing.          **9.2.**Due Authorization. Purchaser is a corporation duly organized, validly existing and ingood standing under the laws of the State of Delaware. Purchaser has full power to execute, deliverand carry out the terms and provisions of this Agreement and each of the other agreements,instruments and documents herein required to be made or delivered by Purchaser pursuant hereto, andhas taken all necessary action to authorize the execution, delivery and performance of thisAgreement and such other agreements, instruments and documents. The individuals executing thisAgreement and all other agreements, instruments and documents herein required to be made ordelivered by Purchaser pursuant hereto on behalf of Purchaser are and shall be duly authorized tosign the same on Purchaser’s behalf and to bind Purchaser thereto.          **9.3.**Enforceability. This Agreement has been, and each and all of the other agreements,instruments and documents herein required to be made by Purchaser pursuant hereto have been, or onthe Closing Date will have been, executed by Purchaser or on behalf of Purchaser, and when soexecuted, are and shall be legal, valid, and binding obligations of Purchaser enforceable againstPurchaser in accordance with their respective terms, subject to applicable bankruptcy, insolvency,reorganization, moratorium, and other similar laws affecting the rights of creditors generally and,as to enforceability, the general principles of equity (regardless of whether enforcement is soughtin a proceeding in equity or at law).          **9.4.**No Conflict. The execution and delivery of, and consummation of the transactionscontemplated by this Agreement is not prohibited by, and will not conflict with, constitute groundsfor termination of, or result in the breach of any of the agreements or instruments to whichPurchaser is now party or by which it is bound, or any order, rule or regulation of any court orother governmental agency or official.     **10. **ACTIONS AFTER THE CONTRACT DATE. The parties covenant to do the following through theClosing Date:          **10.1.**Title. From and after the Approval Date, Seller shall not make any change to thecondition of title to either or both of the Land and the Improvements that would change thecondition of title approved or deemed approved by Purchaser pursuant to **Section 7.4**, except asrequired by law or by **Section 7.4,**or with Purchaser’s advance written consent, which consent may
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be withheld in Purchaser’s sole discretion. From and after the Approval Date, Seller shall notsell, or assign or create any right, title or interest in, any or all of the Land, the Improvementsand any part of either of them, or create any lien, encumbrance or charge thereon, without theprior written consent of Purchaser, which consent may be withheld in Purchaser’s sole discretion.          **10.2.**Maintenance and Operation of Property. Seller shall maintain the Land and theImprovements in substantially its current condition (normal wear and tear and damage by casualtyexcepted); shall maintain existing insurance coverage in full force and effect; and shall operateand maintain the Land and the Improvements in the ordinary course of Seller’s business; provided,however, that in no event shall Seller be obligated to make any capital repairs, replacements orimprovements to the Improvements. From and after the Approval Date, Seller shall not enter into anynew contract or agreement with respect to the ownership and operation of the Land and theImprovements that would be binding on Purchaser or the Property after Closing, without Purchaser’sprior written approval (which approval may be withheld in Purchaser’s sole discretion).          **10.3.**Leasing Activities. From and after the Contract Date, Seller shall not execute andenter into any new lease, license or occupancy agreement for all or some portion of the Land andthe Improvements, including, without limitation, any amendment, renewal, expansion or modificationto, or termination of, any Existing Lease (all of the foregoing, a **“New Lease”**) unless Sellerobtains Purchaser’s advance written consent to such New Lease, which consent may be withheld inPurchaser’s sole discretion, but which consent shall be deemed automatically given if Purchaserfails to respond within five (5) days after Seller makes a written request for same. New Leasesshall not include, and Seller shall be free to execute and enter into at any time, any amendments,modifications, renewals or expansions of any Existing Lease pursuant to the terms of such ExistingLease.          **10.4.**Leasing Expenses. At Closing, Purchaser shall reimburse Seller for any and all NewLease Expenses (as hereinafter defined) to the extent that the same have been paid by Seller priorto Closing. In addition, at Closing, Purchaser shall expressly assume and accept, in writing,Seller’s obligations to pay when due any New Lease Expenses unpaid as of the Closing. **“New LeaseExpenses”**shall mean, collectively, any and all commissions and fees or costs and expenses(including tenant improvement costs) arising out of or in connection with either or both of (i) anyextension, renewal or expansion of any Existing Lease exercised between the Contract Date and theClosing Date and (ii) any New Lease. New Lease Expenses shall include, without limitation, (a)brokerage commissions and fees to effect any such leasing transaction, (b) expenses incurred forrepairs and tenant improvements, and (c) reasonable legal fees for services in connection with thepreparation of documents and other services rendered in connection with the effectuation of theleasing transaction. Commissions of leasing and rental agents and tenant improvement allowances forany Existing Leases relating to the base lease term or any renewal term that is elected or withrespect to which an option is exercised, as the case may be, prior to the Contract Date shall bepaid in full at or prior to Closing by Seller, without contribution or proration from Purchaser(any such commissions or tenant improvements allowances, **“Seller’s Commissions”**). Commissions ofleasing and rental agents and tenant improvement allowances for (x) any renewals (other thanrenewals elected or with respect to which an option is exercised prior to the Contract Date) orexpansions of any Existing Lease, and (y) any New Leases shall be the sole responsibility ofPurchaser, without contribution or proration from Seller (any such commissions or tenant
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improvements allowances, **“Purchaser’s Commissions”**). Seller hereby indemnifies, protects, defendsand holds Purchaser, and its successors and assigns (the **“Purchaser’s Indemnified Parties”**),harmless from and against any and all Losses that any or all of Purchaser and any Purchaser’sIndemnified Parties actually suffer and incur as a result of the failure by Seller to timely pay ordischarge any of the Seller’s Commissions. Purchaser hereby indemnifies, protects, defends andholds Seller and the Seller Indemnified Parties harmless from and against all Losses that any orall of Seller and the Seller Indemnified Parties actually suffer or incur as a result of thefailure by Purchaser to timely pay or discharge any of the Purchaser’s Commissions or any New LeaseExpenses. The terms of this **Section 10.4**shall survive the Closing and the delivery of anyconveyance documentation.          **10.5.**Lease Enforcement. Prior to the Closing Date, Seller shall have the right, but notthe obligation, to enforce the rights and remedies of the landlord under any Existing Lease or NewLease, by summary proceedings or otherwise, and to apply all or any portion of any security depositthen held by Seller toward any loss or damage incurred by Seller by reason of any defaults bytenants, and the exercise of any such rights or remedies shall not affect the obligations ofPurchaser under this Agreement in any manner.     **11. **PROPERTY SOLD “AS IS”.          **11.1.**Except as is otherwise expressly provided in this Agreement, Seller hereby specificallydisclaims any warranty (oral or written) concerning: (i) the nature and condition of the Propertyand the suitability thereof for any and all activities and uses that Purchaser elects to conductthereon; (ii) the manner, construction, condition and state of repair or lack of repair of theImprovements; (iii) the compliance of the Land and the Improvements or their operation with anylaws, rules, ordinances or regulations of any government or other body; and (iv) any other matterwhatsoever except as expressly set forth in this Agreement. EXCEPT AS IS OTHERWISE EXPRESSLYPROVIDED IN THIS AGREEMENT, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON A STRICTLY“AS IS” “WHERE IS” BASIS AS OF THE CLOSING DATE, AND SELLER MAKES NO WARRANTY OR REPRESENTATION,EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANYWARRANTY OF QUANTITY, QUALITY, CONDITION, HABITABILITY, MERCHANTABILITY, SUITABILITY ORFITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, ANY IMPROVEMENTS LOCATED THEREON OR ANY SOILCONDITIONS RELATED THERETO.          **11.2.**PURCHASER SPECIFICALLY ACKNOWLEDGES THAT PURCHASER IS NOT RELYING ON (ANDSELLER HEREBY DISCLAIMS AND RENOUNCES) ANY REPRESENTATIONS OR WARRANTIES MADE BY OR ON BEHALFOF SELLER OF ANY KIND OR NATURE WHATSOEVER, EXCEPT FOR THOSE PARTICULAR REPRESENTATIONS ANDWARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT. FURTHER, PURCHASER, FOR PURCHASER AND PURCHASER’SSUCCESSORS AND ASSIGNS, HEREBY RELEASES SELLER FROM, AND WAIVES, ANY AND ALL CLAIMS AND LIABILITIESAGAINST SELLER FOR, RELATED TO, OR IN CONNECTION WITH, ANY ENVIRONMENTAL OR PHYSICAL CONDITION ATTHE PROPERTY (OR THE PRESENCE OF ANY MATTER OR SUBSTANCE RELATING TO THE ENVIRONMENTAL CONDITION OFTHE PROPERTY), INCLUDING, BUT NOT LIMITED
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TO, CLAMS AND/OR LIABILITIES RELATING TO (IN ANY MANNER WHATSOEVER) ANY HAZARDOUS, TOXIC ORDANGEROUS MATERIALS OR SUBSTANCES LOCATED IN, AT, ABOUT OR UNDER THE PROPERTY, OR FOR ANY AND ALLCLAIMS OR CAUSES OF ACTION (ACTUAL OR THREATENED) BASED UPON, IN CONNECTION WITH, OR ARISING OUTOF, CERCLA, AS AMENDED BY SARA, AND AS MAY BE FURTHER AMENDED FROM TIME TO TIME, RCRA, OR ANY OTHERCLAIM OR CAUSE OF ACTION (INCLUDING ANY FEDERAL OR STATE BASED STATUTORY, REGULATORY OR COMMON LAWCAUSE OF ACTION) RELATED TO ENVIRONMENTAL MATTERS OR LIABILITY WITH RESPECT TO, OR AFFECTING, THEPROPERTY. PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TOCLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL ANDENVIRONMENTAL CONDITIONS THEREOF, AS PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THECONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OF, OR CURATIVE ACTION TO BE TAKEN WITHRESPECT TO, ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE LAND OR THE IMPROVEMENTS,AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY, OR ON BEHALF OF, SELLER,ITS AGENTS AND EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS AND WARRANTIES OFSELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. UPON CLOSING, PURCHASER SHALL ASSUME THE RISKTHAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL ANDENVIRONMENTAL 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 ANYAND 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 KINDOR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER, ATANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICALCONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTALLAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THEPROPERTY. PURCHASER AGREES THAT, SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCESOR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE DATE OF CLOSING, SUCHCLEANUP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF, AND SHALL BE PERFORMED AT THE SOLECOST AND EXPENSE OF, PURCHASER.          **11.3. PURCHASER ACKNOWLEDGES AND AGREES THAT THE WAIVERS, RELEASES AND OTHER PROVISIONSCONTAINED IN THIS SECTION 11 WERE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PURCHASE PRICEAND THAT SELLER IS UNWILLING TO SELL THE PROPERTY TO PURCHASER UNLESS SELLER IS RELEASED ASEXPRESSLY SET FORTH ABOVE. PURCHASER, WITH PURCHASER’S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERSAND WAIVERS SET FORTH IN THIS AGREEMENT, AND**
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**UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. THE TERMS AND CONDITIONS OF THIS SECTION 11 WILLEXPRESSLY SURVIVE THE CLOSING, WELL NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS, ANDWILL BE INCORPORATED INTO THE DEED.**     **12. **SELLER’S CLOSING DELIVERIES.     At Closing (or such other times as may be specified below), Seller shall deliver or cause to bedelivered to Purchaser the following:          **12.1.**Deed. A Deed, executed by Seller, and in recordable form, conveying the Land andImprovements to Purchaser, subject to the Permitted Exceptions.          **12.2.**Assignment of Leases. Two (2) duly executed counterparts of an Assignment andAssumption of Leases (the **“Assignment of Leases”**) in the form attached hereto as **Exhibit F.**          **12.3.**Assignment of Contracts. Two (2) duly executed counterparts of an Assignment andAssumption of Contracts and Intangibles (an **“Assignment of Contracts”**) in the form attached heretoas **Exhibit G.**          **12.4.**Bill of Sale. Two (2) duly executed originals of a Bill of Sale (the **“Bill of Sale”**)in the form attached hereto as **Exhibit H.**          **12.5.**Keys. All keys in Seller’s possession to all locks located in the Improvements.          **12.6.**Affidavit of Title. An affidavit of title (or comparable “no lien” statement), inform and substance reasonably acceptable to the Title Company.          **12.7.**Closing Statement. Two (2) duly executed counterparts of a closing statement (the**“Closing Statement”**) conforming to the proration and other relevant provisions of this Agreement,which Closing Statement shall be in a form mutually and reasonably agreed upon by Seller andPurchaser.          **12.8.**Entity Transfer Certificate. Entity Transfer Certification confirming that Seller isa “United States Person” within the meaning of Section 1445 of the Internal Revenue Code of 1986,as amended.          **12.9.**Letter of Credit. If applicable, with respect to any security deposits that areletters of credit, Seller shall, if the same are held by Seller, (a) deliver to Purchaser at theClosing such letters of credit, (b) execute and deliver such other instruments as the issuers ofsuch letters of credit shall reasonably require, and (c) cooperate with Purchaser to change thenamed beneficiary under such letters of credit to Purchaser, so long as Seller does not incur anyadditional liability or expense in connection therewith.
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          **12.10.**Notices to Tenants. Notices to each of the tenants under the Leases, notifyingthem of the sale of the Land and Improvements and directing them to pay all future rent asPurchaser may direct.          **12.11.**Leases. Originals or certified copies of the Leases, which certification shall bemade, to Seller’s knowledge, subject to all of the terms, conditions and limitations of Sections**8.2**and **8.3.**          **12.12.**Closing Date Certificate. For purposes of determining whether the RepresentationCondition has been satisfied, Seller shall deliver to Purchaser at Closing a certificate (the**“Closing Date Certificate”)**certifying that all of the Seller Representations that were true andcorrect, in all material respects, as of the Approval Date (as reflected in the Approval DateCertificate) remain true and correct, as of the Closing Date and in all material respects, exceptfor changes and qualifications specified in such Closing Date Certificate, such that the ClosingDate Certificate is true and accurate in all material respects. The representations, warranties andcertifications contained in the Closing Date Certificate shall be made by Seller to the standard ofknowledge, if any, contained herein for the applicable representations, warranties orcertifications and subject to all of the terms, conditions and limitations contained in Sections**8.2** and **8.3** of this Agreement. Notwithstanding anything contained herein to the contrary, if, asof the Closing, the Representation Condition is not fulfilled for any reason or any SellerRepresentations are not true and correct, in any material respect, Purchaser may, in its solediscretion and as its sole remedy, hereunder, at law or in equity, elect within five (5) days afterSeller’s delivery of a Closing Date Certificate indicating that the Representation Condition hasnot been met or indicating that any of the Seller Representations are not true either to (aa)terminate this Agreement by delivery of written notice to Seller not later than the Closing Date,whereupon the Deposit shall be returned to Purchaser and neither party shall have any furtherliability hereunder except for those liabilities that expressly survive a termination of thisAgreement; or (bb) proceed to Closing and waive the failure of the Representation Condition.     **13. **PURCHASER’S CLOSING DELIVERIES.     At Closing (or at such other times as may be specified below), Purchaser shall deliver or cause tobe delivered to Seller the following:          **13.1.**Closing Statement. Two (2) Closing Statements executed in counterpart by Purchaser.          **13.2.**Assignment of Leases. Two (2) Assignment of Leases executed in counterpart by Purchaser.          **13.3.**Assignment of Contracts. Two (2) Assignment of Contracts executed in counterpart byPurchaser.     **14. **PRORATIONS AND ADJUSTMENTS.     Prorations shall be made as of the Closing Date as if Purchaser were in title for the entireClosing Date provided that no later than 11:00 a.m. Central Time on the Closing Date, the PurchasePrice, plus or minus the prorations and other adjustments hereunder, shall be received
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by the Title Company from Purchaser for disbursement to Seller by Federal Reserve wiretransfer of immediately available funds to an account designated by Seller. If the net proceeds ofthe Purchase Price payable to Seller (after adjustments and prorations) are not sent by FederalReserve wire transfer in immediately available funds and received by the Title Company fromPurchaser for disbursement to Seller on or prior to 11:00 a.m. Central Time on the Closing Date,prorations shall be made as of the Closing Date as if Seller remained in title as of the entireClosing Date, except that, to the extent such delay results from Seller’s failure to providedeliveries or Seller’s default, prorations shall be made pursuant to the preceding sentence. Thefollowing shall be prorated and adjusted between Seller and Purchaser:          **14.1.**Security Deposits. The amount of all cash security and any other cash tenant depositsactually held by Seller, and interest due thereon, if any, shall be credited to Purchaser.          **14.2.**Utilities and Operating Expenses. To the extent not billed directly to tenants, orpaid as part of Additional Rent (as hereinafter defined) or otherwise by tenants, water,electricity, sewer, gas, telephone and other utility charges based, to the extent practicable, onfinal meter readings and final invoices. Any operating expenses that are not paid by the tenants asAdditional Rent or otherwise shall be prorated between Purchaser and Seller, with Seller receivinga credit for any operating expenses paid by Seller and related to the period from and afterClosing.          **14.3.**Contracts. Amounts paid or payable under the Contracts other than any RejectedContracts shall be prorated.          **14.4.**Assessments. To the extent not paid by tenants as a component of Additional Rent orotherwise, all assessments, general or special, shall be prorated as of the Closing Date, withSeller being responsible for any installments of assessments that are due and payable prior to theClosing Date and Purchaser being responsible for any installments of assessments that are due andpayable on or after the Closing Date.          **14.5.**Base Rent. Purchaser will receive a credit at Closing for the prorated amount of allbase or fixed rent payable pursuant to the Leases and all Additional Rents (collectively, **“Rent”**)previously paid to, or collected by, Seller and attributable to any period following the ClosingDate. Rents are “Delinquent” when they were due prior to the Closing Date, and payment thereof hasnot been made on or before the Closing Date. Delinquent Rent shall not be prorated at Closing. AllRent collected by Purchaser or Seller from each tenant from and after Closing will be applied asfollows: (i) first, to Delinquent Rent owed for the month in which the Closing Date occurs (the**“Closing Month”**), (ii) second, to any accrued Rents owing to Purchaser, and (iii) third, toDelinquent Rents owing to Seller for the period prior to Closing. Any Rent collected by Purchaserand due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due Purchasershall be promptly remitted to Purchaser. Purchaser shall use reasonable efforts to collectDelinquent Rents owed to Seller in the ordinary course of its business; provided, however, thatSeller hereby retains the right to pursue any tenant under the Leases for any Rent and other sumsdue Seller for period attributable to Seller’s ownership of the Property; and provided further,however, Seller (i) shall be required to notify Purchaser in writing of Seller’s intention tocommence or pursue any legal proceedings; and (ii) shall not be permitted to commence or pursue anylegal proceedings against any tenant seeking eviction of such tenant or the termination of theunderlying Lease. **“Additional Rents”**shall mean any and all amounts due from tenants for
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operating expenses, common area maintenance charges, taxes, shared utility charges, managementfees, insurance costs, other comparable expenses and pass-through charges and any other tenantcharges. The provisions of this **Section 14.5**shall survive the Closing and the delivery of anyconveyance documentation.          **14.6.**Taxes. Ad valorem real estate and personal property taxes with respect to the Landand the Improvements shall be prorated as of the Closing Date, based on the most currentlyavailable final tax bill and on a cash basis for the calendar year in which the Closing occurs,regardless of the year for which such taxes are assessed.          **14.7.**Other. Such other items as are customarily prorated in transactions of this natureshall be ratably prorated.          **14.8.**Adjustments. In the event any prorations made pursuant hereto shall prove incorrectfor any reason whatsoever, or in the event the prorations set forth above are estimated on the mostcurrently available (rather than based on the actual final) bills, either party shall be entitledto an adjustment to correct the same provided that it makes written demand on the other withintwelve (12) months after the Closing Date. The provisions of this **Section 14.8**shall surviveClosing.     **15. **CLOSING EXPENSES.     Seller shall only pay for any state and county transfer taxes, the premium for the Title Policy andone-half of the cost of any escrows hereunder. Purchaser shall pay for one-half of any escrow costshereunder, the cost of recording the Deed, the cost of “extended form coverage” and anyendorsements to the Title Policy, the cost of any Updated Survey, any mortgage or recording taxesand any municipal transfer taxes.     **16. **DESTRUCTION, LOSS OR DIMINUTION OF PROPERTY.     If, prior to Closing, all or any portion of any or all of the Land and the Improvements is damagedby fire or other natural casualty (collectively **“Damage”**), or is taken or made subject tocondemnation, eminent domain or other governmental acquisition proceedings (collectively **“EminentDomain”**), then:          **16.1.**If the aggregate cost of repair or replacement or the value of the Eminent Domain(collectively, **“repair**and/or **replacement”**) is $100,000.00 or less, in the opinion of Purchaser’sand Seller’s respective engineering consultants, Purchaser shall close and take the Property asdiminished by such events, with an assignment by Seller of (a) any casualty insurance proceeds(together with a credit from Seller to Purchaser of the full amount of any deductible not paiddirectly by Seller) or (b) condemnation proceeds, and in the case of either (a) or (b), less anyamounts reasonably incurred by Seller to repair the Property and collect the insurance proceeds orcondemnation award.          **16.2.**If the aggregate cost of repair and/or replacement is greater than $100,000.00, in theopinion of Purchaser’s and Seller’s respective engineering consultants, then Purchaser, at its soleoption, may elect either to (i) terminate this Agreement by written notice to Seller deliveredwithin ten (10) days after Purchaser is notified of such Damage or Eminent
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Domain, in which event the Deposit shall be returned to Purchaser and neither party shall have anyfurther liability to the other hereunder, except for those liabilities that expressly survive atermination of this Agreement; or (ii) proceed to close and take the Property as diminished by suchevents, together with an assignment of the proceeds of Seller’s casualty insurance (together with acredit from Seller to Purchaser of the full amount of any deductible not paid directly by Seller)for all Damage (or condemnation awards for any Eminent Domain), less any amounts reasonablyincurred by Seller to repair the Property and collect the insurance proceeds or condemnation award.          **16.3.**In the event of a dispute between Seller and Purchaser with respect to the cost of repairand/or replacement with respect to the matters set forth in this **Section 16**, an engineer designatedby Seller and an engineer designated by Purchaser shall select an independent engineer licensed topractice in the jurisdiction where the Property is located who shall resolve such dispute. Allfees, costs and expenses of such third engineer so selected shall be shared equally by Purchaserand Seller.     **17. **DEFAULT.          **17.1.**Default by Seller. If Seller is in material default under any of the covenants andagreements of Seller hereunder, Purchaser may either (i) terminate Purchaser’s obligations underthis Agreement by written notice to Seller, in which event (a) the Deposit shall be returned toPurchaser and (b) upon Purchaser’s receipt of the Deposit, this Agreement shall terminate andneither party shall have any further liability hereunder except for those liabilities thatexpressly survive a termination of this Agreement; or (ii) Purchaser may file an action forspecific performance. Purchaser shall have no other remedy for any default by Seller. In the eventof the failure of any condition precedent to Purchaser’s obligation to close expressly herein setforth, or in the event of the untruth or inaccuracy, in any material respect, of any SellerRepresentation as of the Contract Date (subject to the limitations contained in **Sections 8.4**and**12.122**), Purchaser’s sole remedy hereunder, at law or in equity, shall be to terminate thisAgreement by delivery of written notice to Seller on or prior to Closing (or such sooner date asmay be herein specified), in which event the Deposit shall be returned to Purchaser, and neitherparty shall have any further liability hereunder except for those liabilities that expresslysurvive a termination of this Agreement.          **17.2.**Default by Purchaser. In the event Purchaser defaults in its obligations to close thepurchase of the Property, or in the event Purchaser otherwise materially defaults hereunder, then(i) Seller shall be entitled to (and shall) receive the Deposit as fixed and liquidated damages,this Agreement shall terminate and neither party shall have any further liability hereunder, exceptfor those liabilities which expressly survive the termination of this Agreement and (ii)Purchaser shall immediately direct the Title Company, in writing, to pay the Deposit to Seller.Seller shall have no other remedy for any default by Purchaser, including any right to damages.PURCHASER AND SELLER ACKNOWLEDGE AND AGREE THAT: (1) THE AMOUNT OF THE DEPOSIT IS A REASONABLEESTIMATE OF AND BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES THAT WOULD BE SUFFERED ANDCOSTS INCURRED BY SELLER AS A RESULT OF HAVING WITHDRAWN THE PROPERTY FROM SALE AND THE FAILURE OFCLOSING TO HAVE OCCURRED DUE TO A DEFAULT OF PURCHASER UNDER THIS AGREEMENT; (2) THE ACTUAL DAMAGESSUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF SUCH WITHDRAWAL ANDFAILURE TO CLOSE DUE TO A DEFAULT OF PURCHASER
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UNDER THIS AGREEMENT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE; (3)PURCHASER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE AMOUNT OF THE DEPOSIT IN THEEVENT THIS AGREEMENT IS TERMINATED AND THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOTCLOSE DUE TO A DEFAULT OF PURCHASER UNDER THIS AGREEMENT; AND (4) THE AMOUNT OF THE DEPOSIT SHALLBE AND CONSTITUTE VALID LIQUIDATED DAMAGES. In the event Purchaser advises Seller that Purchaser isunable or unwilling to proceed to Closing on or prior to the Closing Date, Seller shall be entitledto immediately collect the Deposit and shall not be obligated to proceed to Closing and present theDeed and the other conveyance documents as a condition to collecting the Deposit. All of theforegoing shall be without limitation upon the rights and remedies of Seller hereunder, at law orin equity, in the event of a default by Purchaser pursuant to **Sections 6.1, 6.2, 6.3, 19** or **22** orany covenant, agreement, indemnity, representation or warranty of Purchaser that survives theClosing or the termination of this Agreement.     **18. **SUCCESSORS AND ASSIGNS.     Neither party shall assign this Agreement without the prior written consent of the other, exceptthat Seller may assign its interest in and obligations under this Agreement to a so-called“Qualified Intermediary” in order to accomplish the Exchange. Notwithstanding the foregoing,Purchaser may assign all of its rights, title, liability, interest and obligation pursuant to thisAgreement to one or more entities affiliated with Purchaser provided that (i) no such assignmentshall act to release Purchaser hereunder and (ii) Purchaser provides Seller with a copy of awritten assignment agreement between Purchaser and its affiliate, which instrument shall be in formreasonably acceptable to Seller.     **19. **LITIGATION.     In the event of litigation between the parties with respect to the Property, this Agreement, theperformance of their respective obligations hereunder or the effect of a termination under thisAgreement, the losing party shall pay all costs and expenses incurred by the prevailing party inconnection with such litigation, including, but not limited to, reasonable attorneys’ fees ofcounsel selected by the prevailing party. Notwithstanding any provision of this Agreement to thecontrary, the obligations of the parties under this **Section 19** shall survive termination of thisAgreement or the Closing and the delivery of any conveyance documentation.     **20. **NOTICES.     Any notice, demand or request which may be permitted, required or desired to be given in connectiontherewith shall be given in writing and directed to Seller and Purchaser as follows:       Seller: First Industrial Realty Trust, Inc.    311 South Wacker Drive, Suite 4000    Chicago, Illinois 60606    Attn: Mr. Steve Janowiak    Facsimile: (312) 895-9479
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       With a copy to    its attorneys: Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLP    333 West Wacker Drive, Suite 2700    Chicago, Illinois 60606    Attn: Michael R. Hall    Facsimile: (312) 984-3150       Purchaser: Northfield Laboratories    1200 Business Center Drive    Mt. Prospect, Illinois 60056    Attn: Jack Kogut    Facsimile: (847) 864-0545       With a copy to    its attorneys: Baker & McKenzie LLP    One Prudential Plaza    130 E. Randolph Drive, Suite 3500    Chicago, Illinois 60601    Attn: Christopher L. Kopecky    Facsimile: (312) 698-2337     Notices shall be deemed properly delivered and received: (i) when and if personallydelivered; or (ii) one (1) business day after deposit with Federal Express or other comparablecommercial overnight courier; or (iii) the same day when sent by confirmed facsimile before 5:00p.m. (Central Time). Notices may be delivered on behalf of the parties by their respectiveattorneys.     **21. **BENEFIT.     This Agreement is for the benefit only of the parties hereto and no other person or entity shall beentitled to rely hereon, receive any benefit herefrom or enforce against any party hereto anyprovision hereof.     **22. **BROKERAGE.     Each party hereto represents and warrants to the other that it has dealt with no brokers or findersin connection with this transaction, except for Trammell Crow Company and Cushman & Wakefield(collectively, **“Broker”**). Seller shall pay any brokers’ commission due to Broker pursuant to theterms of a separate agreement between Seller and Broker. Seller hereby indemnifies, protects,defends and holds Purchaser and the Purchaser’s Indemnified Parties harmless from and against allLosses suffered or incurred by any or all of Purchaser and the Purchaser’s Indemnified Partiesresulting from the claims of any broker, finder or other such party (including Broker) inconnection with the transactions contemplated by this Agreement claiming by, through or under theacts or agreements of Seller. Purchaser hereby indemnifies, protects, defends and holds Seller andthe Seller Indemnified Parties harmless from and against all Losses suffered or incurred by any orall of Seller and the Seller Indemnified Parties resulting from the claims of any broker, finder orother such party (excluding Broker) in connection with
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the transactions contemplated by this Agreement claiming by, through or under the acts oragreements of Purchaser. The obligations of the parties pursuant to this **Section 22** shall surviveany termination of this Agreement.     **23. **MISCELLANEOUS.          **23.1.**Entire Agreement. This Agreement constitutes the entire understanding between theparties with respect to the transaction contemplated herein, and all prior or contemporaneous oralagreements, understandings, representations and statements, and all prior written agreements,understandings, letters of intent and proposals are merged into this Agreement. Neither thisAgreement nor any provisions hereof may be waived, modified, amended, discharged or terminatedexcept by an instrument in writing signed by the party against which the enforcement of suchwaiver, modification, amendment, discharge or termination is sought, and then only to the extentset forth in such instrument.          **23.2.**Time of the Essence. Time is of the essence of this Agreement. If any date herein setforth for the performance of any obligations by Seller or Purchaser or for the delivery of anyinstrument or notice as herein provided should be on a Saturday, Sunday or legal holiday, thecompliance with such obligations or delivery shall be deemed acceptable on the next business dayfollowing such Saturday, Sunday or legal holiday. As used herein, the term “legal holiday” meansany state or federal holiday for which financial institutions or post offices are generally closedin the State of Illinois for observance thereof.          **23.3.**Governing Law. This Agreement shall be governed by and construed in accordance withthe laws of the State of Illinois.          **23.4.**Partial Invalidity. The provisions hereof shall be deemed independent and severable,and the invalidity or partial invalidity or enforceability of any one provision shall not affectthe validity of enforceability of any other provision hereof.          **23.5.**No Recording. Neither this Agreement nor any memorandum thereof shall be recorded andthe act of recording by Purchaser shall be deemed a default by Purchaser hereunder.          **23.6.**Counterparts; Facsimile. This Agreement may be executed in multiple counterparts andshall be valid and binding with the same force and effect as if all parties had executed the sameAgreement. A fully executed facsimile copy of this Agreement shall be effective as an original.          **23.7.**Construction of Agreement. In construing this Agreement, all headings and titles arefor the convenience of the parties only and shall not be considered a part of this Agreement.Whenever required by the context, the singular shall include the plural and the masculine shallinclude the feminine and vice versa. This Agreement shall not be construed as if prepared by one ofthe parties, but rather according to its fair meaning as a whole, as if both parties had preparedit. All Exhibits attached hereto are incorporated in this Agreement by reference thereto.
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          **23.8.**No Oral Modification or Waiver. This Agreement may not be changed or amended orally,but only by an agreement in writing. No waiver shall be effective hereunder unless given inwriting, and waiver shall not be inferred from any conduct of either party.          **23.9.**Survival. Only those covenants, agreements, undertakings andrepresentations and warranties of Seller that expressly survive Closing pursuant to the terms ofthe Agreement shall survive Closing and the delivery of any conveyance documentation for the periodherein set forth and all of the other covenants, agreements, undertakings and representations andwarranties of Seller contained herein shall not survive Closing and shall merge into the conveyancedocumentation delivered at Closing.          **23.10.**No Reliance. This Agreement represents the full and completeagreement between Seller and Purchaser. Any representations, warranties, promises or conditions,whether written or oral, not specifically incorporated (by reference or otherwise) into thisAgreement shall not be binding upon either of the parties hereto, and each of the parties heretoacknowledges that it has not relied upon, in entering into this Agreement, any representation,warranty, promise or condition not specifically set forth in this Agreement. All discussions,negotiations and writings have been and are merged into this Agreement.[Signature Page to Follow]
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement of Purchase and Sale onthe date first above written.         **SELLER:**         **FIRST INDUSTRIAL, L.P.,**a Delaware limited partnership         By: First Industrial Realty Trust, Inc., aMaryland corporation, its general partner           By: /s/ Donald R. Stoffle           Name: Donald R. Stoffle    Its: Authorized Signatory
Agreement of Purchase and Sale — 1200 Business Center Drive Mt. Prospect IL(7)
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       **PURCHASER:**       **NORTHFIELD LABORATORIES, INC.,**