EXHIBIT 10.1
CONTRIBUTION AGREEMENT
Between
TALON OP, L.P.
And
CONTRIBUTOR AND THE OTHER UNIT RECIPIENTS REFLECTED
ON THE SIGNATURE PAGE HERETO
FIRST TRUST CENTER,
180 5th Street East, St. Paul, MN
Dated as of July 2, 2014
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS
INVOLVED.
THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN RECOMMENDED BY ANY
FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.
FURTHERMORE,
THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR ADEQUACY OF THIS
DOCUMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.
INVESTORS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISK OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.
Table of Contents
1.
CONTRIBUTION
1
2.
CONTRIBUTION CONSIDERATION; UNITS; TAX MATTERS
1
3.
CLOSING
7
4.
[INTENTIONALLY OMITTED
7
5.
CONTRIBUTOR'S DELIVERIES
7
6.
INSPECTION PERIOD
7
7.
TITLE AND SURVEY MATTERS
8
8.
REPRESENTATIONS AND WARRANTIES
9
9.
ADDITIONAL CONDITIONS PRECEDENT TO CLOSING
14
10.
LEASES-CONDITIONS PRECEDENT, COVENANTS AND WARRANTIES WITH RESPECT THERETO
15
11.
CLOSING DELIVERIES
17
12.
PRORATIONS AND ADJUSTMENTS
20
13.
DEFAULT
21
14.
SUCCESSORS AND ASSIGNS
22
15.
LITIGATION
22
16.
NOTICES
23
17.
BENEFIT
23
18.
LIMITATION OF LIABILITY
23
19.
BROKERAGE
23
20.
FURTHER ASSURANCES
24
21.
AVAILABILITY OF RECORDS; AUDIT REPRESENTATION LETTER
24
22.
MISCELLANEOUS
24
CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT is made and entered into as of this July 2, 2014,
(the "Contract Date"), by and among each Contributor identified on EXHIBIT A
(collectively, jointly and severally, "Contributor", and referred to
individually as "each Contributor" or "a Contributor"), each other party
reflected on the signature page hereto under "Contributor and the Other Unit
Recipients", and TALON OP, L.P., a Minnesota limited partnership ("Acquiror" or
"Talon OP").
1.
CONTRIBUTION.
Each Contributor agrees to contribute and convey to Acquiror, and
Acquiror agrees to accept and assume from each Contributor, for the Contribution
Consideration (as defined below) and on the terms and conditions set forth in
this Agreement, all of such Contributor's right, title and interest in the
Project (as defined below), which Project includes that certain building (the
"Building"), described on EXHIBIT A.
The Building is leased by Contributor to
Tenants (as defined below) for office purposes.
The Building is commonly known
by the respective street address in the cities, counties and states described on
EXHIBIT A.
For purposes of this Agreement the term, "Project" shall be deemed
to mean, collectively:
(i) all of the parcels of land identified on EXHIBIT A
as being contributed by such Contributor, as such land is described on EXHIBIT B
(collectively, the "Land"), together with all rights, easements and interests
appurtenant thereto, including, but not limited