Schedule 5.3.10 - Tax Appeals
Schedule 5.6.8 - Non-Voting Shareholders
EXHIBITS
EXHIBIT A - Legal Description
EXHIBIT 1.4 - Deposit Escrow Agreement
EXHIBIT 4.2.1 - Assignment of Shares
EXHIBIT 4.6.1 - Opinion of Goodwin Procter LLP
EXHIBIT 4.6.5 - Form of Tenant Estoppel
EXHIBIT 4.6.6 - Form of CUSCO Estoppel Letter
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STOCK PURCHASE AND SALE AGREEMENT
THIS STOCK PURCHASE AND SALE AGREEMENT (the "Agreement") is made as of the
day of April, 2006 (the "Effective Date"), by and between Beacon Capital
Strategic Partners III, L.P., a Delaware limited partnership ("Seller"), having
an address at c/o Beacon Capital Partners LLC, One Federal Street, 26th Floor,
Boston, Massachusetts 02109 and Behringer Harvard Operating Partnership I LP, a
Texas limited partnership ("Purchaser"), having an address at 15601 Dallas
Parkway, Suite 600, Addison, Texas 75001. A list of defined terms as well as the
capitalized terms used in Agreement and Section in the Agreement where each such
term is defined is attached to this Agreement as Schedule I.
RECITALS:
A.
Seller owns one hundred percent (100%) of the Common Shares of
BCSP III Illinois Properties Business Trust, a Maryland business trust (the
"Trust");
B.
Seller is the sole member of BCSP III Illinois Manager LLC, a
Delaware limited liability company ("Illinois Manager");
C.
The Trust is the sole member of 222 South Riverside Property LLC,
a Delaware limited liability company ("Riverside LLC"), which owns the Property;
D.
The Trust is the sole member of BCSP III Illinois Property
Manager, LLC, a Delaware limited liability company ("Property Manager");
E.
Illinois Manager is the sole non-member manager of Riverside LLC;
and
F.
Seller desires to sell to Purchaser and Purchaser desires to
acquire from Seller all of the issued and outstanding capital stock of the Trust
(the "Shares") on the terms and conditions set forth herein.
1.
PURCHASE AND SALE
1.1
AGREEMENT OF PURCHASE AND SALE. SUBJECT TO THE TERMS AND CONDITIONS
HEREINAFTER SET FORTH, INCLUDING SECTION 5.6.8 REGARDING REDEMPTION OF SERIES A
PREFERRED SHAREHOLDERS' SHARES, SELLER AGREES TO SELL, ASSIGN, TRANSFER, CONVEY
AND DELIVER AND PURCHASER AGREES TO PURCHASE, ACQUIRE AND ACCEPT FROM SELLER ALL
OF THE SHARES. BY CONVEYING THE SHARES, SELLER INTENDS TO CONVEY INDIRECTLY ALL
OF THE RIGHT, TITLE AND INTEREST OF RIVERSIDE LLC IN AND TO:
1.1.1
THAT CERTAIN PARCEL OF LAND MORE FULLY DESCRIBED IN EXHIBIT A ATTACHED
HERETO (THE "LAND") AND ALL TENEMENTS, HEREDITAMENTS AND PRIVILEGES APPURTENANT
THERETO, INCLUDING, BUT NOT LIMITED TO, ANY ESTATE, RIGHT, TITLE, INTEREST,
PROPERTY, CLAIM AND DEMAND IN AND TO ALL STREETS, ALLEYS, RIGHTS-OF-WAY,
SIDEWALKS, STRIPS, GORES, EASEMENTS AND UTILITY LINES OR AGREEMENTS AND AIR
RIGHTS, DEVELOPMENT RIGHTS, WATER OR MINERAL RIGHTS IN CONNECTION WITH THE LAND
(COLLECTIVELY, THE "APPURTENANCES");
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1.1.2
ALL BUILDINGS, STRUCTURES, IMPROVEMENTS AND FIXTURES ERECTED OR LOCATED
ON THE LAND (THE "IMPROVEMENTS") AND ALL PLANS, SPECIFICATIONS AND ARCHITECTURAL
AND OTHER DRAWINGS, INCLUDING BUT NOT LIMITED TO CAD DRAWINGS (THE "PLANS")
RELATED TO THE IMPROVEMENTS TO THE EXTENT IN THE POSSESSION OR CONTROL OF SELLER
AS OF THE