CONTRACT OF SALE By and Between MCGRAW HILL FINANCIAL, INC. a New York corporation, as Seller and QTS INVESTMENT PROPERTIES EAST WINDSOR, LLC, a Delaware limited liability company, as Purchaser Dated as of: June 30, 2014 Property: McGraw-Hill South...

Exhibit 10.1

Execution Copy

CONTRACT OF SALE

and Between

MCGRAW HILL FINANCIAL, INC.

a New York corporation,

as Seller

and

QTS INVESTMENT PROPERTIES EAST WINDSOR, LLC,

a Delaware limited liability company,

as Purchaser

Dated as of: June 30, 2014

Property:

▇▇▇▇▇▇-▇▇▇▇ South Campus

East Windsor, New Jersey

Block: 63

Lots: 6, 6.01, 8, 9, 10, 48, 49 and 51

TABLE OF CONTENTS


		Page
SECTION 1 DEFINITIONS			1
A.	Defined Terms		1
B.	Other Definitional Provisions		10

SECTION 2 PURCHASE AND SALE OF PROPERTY; PURCHASE PRICE; PAYMENT			10
A.	Purchase and Sale of Property Assets		10
B.	Purchase Price		10
C.	Payment		10

SECTION 3 CLOSING AND DELIVERY OF CLOSING DOCUMENTS			10
A.	Purchaser’s Conditions to Closing		10
B.	Seller’s Conditions to Closing		11
C.	Closing		12
D.	Delivery of Seller’s Closing Documents		13
E.	Delivery of Purchaser’s Closing Documents		14
F.	Seller’s Deliveries to Purchaser		15
G.	Evidence of Authorization		16
H.	Closing Costs; Adjustments and Prorations; Reporting Requirements		16
I.	Reporting Requirements		18

SECTION 4 REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION			18
A.	Seller’s Representations and Warranties		18
B.	Seller Indemnification		24
C.	Purchaser’s Representations and Warranties; Indemnification		27
D.	Purchaser Indemnification		28
E.	Claims		29
F.	Tax Treatment		30

SECTION 5 TITLE TO THE REAL PROPERTY: CONDITIONS OF TITLE; TITLE INSURANCE; PERMITTED EXCEPTIONS			30
A.	Condition of Title		30
B.	Title Insurance		31

SECTION 6 ENVIRONMENTAL			31
A.	Indemnification		31
B.	Environmental Representations		32
C.	Limitation on Indemnification		33
D.	Survival		34

SECTION 7 BROKER			35

SECTION 8 COOPERATION			35
A.	Cooperation		35
B.	Survival		35


SECTION 9 NOTICES		36
A.	Addresses	36
B.	Receipt of Notices	36
C.	Refusal of Delivery	37
D.	Change of Address	▇▇
▇.	▇▇▇▇▇▇▇▇’s Signature	37
F.	Survival	37

SECTION 10 CLOSING AND POST-CLOSING COVENANTS		37
A.	EWMUA Obligations	37
B.	Pre-Closing Work	37
C.	Easements	38
D.	Post-Closing	38
E.	Survival	38

SECTION 11 ADDITIONAL REQUIREMENTS		39
A.	Infastructure Connections	39
B.	Property Manager	39
▇.	▇▇▇▇▇▇ County Easements	39
D.	Further Assurances	40
E.	Survival	40

SECTION 12 GENERAL PROVISIONS		40
A.	Amendment	40
B.	Entire Agreement	40
C.	No Waiver	40
D.	Counterparts	40
E.	Costs and Attorneys’ Fees	41
F.	Payments	41
G.	Successors and Assigns	41
H.	Applicable Law; Venue	41
I.	Construction of Agreement	41
J.	Severability	42
K.	Submission of Agreement	42
L.	Further Assurances	42
M.	Confidentiality	42
N.	Public Announcements	42
O.	Memorandum of Contract	42
P.	No Third Party Beneficiary	42
Q.	Binding Agreement	43
R.	Survival	43


Exhibits
Exhibit A		Legal Description
Exhibit B		Intentionally Deleted
Exhibit C		Form of Deed
Exhibit D		Description of Undelivered EWMUA Easement
Exhibit E		Form of Non-Foreign Person Certificate
Exhibit F		Form of Title Affidavit
Exhibit G		Intentionally Deleted
Exhibit H		Form of Recognition Agreement
Exhibit I		Intentionally Deleted
Exhibit J		Form of ▇▇▇▇ of Sale and Assignment
Exhibit K		Intentionally Deleted
Exhibit L		Form of Transition Agreement
Exhibit M		Intentionally Deleted
Exhibit N		Pro Forma Title Policy
Exhibit O		Assignment and Assumption of Interconnection Agreement
Exhibit P		Assignment of Forest Plan

Schedules
Schedule 1		Permitted Exceptions
Schedule 2		Intentionally Deleted
Schedule 3		Contract and Utility Deposits
Schedule 4		Litigation
Schedule 5		Agreements
Schedule 6		Intentionally Deleted
Schedule 7		Violations
Schedule 8		Excluded FF&E
Schedule 9		Intentionally Deleted
Schedule 10		▇▇▇▇▇▇ County Easements
Schedule 11		Purchase Price Allocation
Schedule 12		Hazardous Waste at the Real Property on the Closing Date
Schedule 13		Dedicated Conduit

iii

CONTRACT OF SALE

THIS CONTRACT OF SALE (this “Agreement”) is entered into as of the 30th day of June, 2014, by and between MCGRAW HILL FINANCIAL, INC. a New York corporation, having an address at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (together with its successors and permitted assigns, “Seller”) and QTS INVESTMENT PROPERTIES EAST WINDSOR, LLC, a Delaware limited liability company, having an address at ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ (together with its successors and permitted assigns, “Purchaser”).

R E C I T A L S

Seller is the owner of a fee simple interest in the Land (as hereinafter defined) and the Improvements (as hereinafter defined).

Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, all of Seller’s interest in the Property Assets upon the terms and subject to the conditions set forth in this Agreement.

A G R E E M E N T

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby mutually acknowledged, Purchaser and Seller agree as follows:

SECTION 1

DEFINITIONS

A. Defined Terms.

“AAA” shall have the meaning set forth in Section 4(E)(4).

“Affiliate” of any specified Person shall mean any other Person directly or indirectly controlling or controlled by or under direct or indirect common Control with such specified Person.

“Assignment of the Development Agreement” shall have the meaning set forth in Section 3(D)(1)(k).

“Assignment of Interconnection Agreement” shall have the meaning set forth in Section 3(D)(1)(l).

“Assignment of Solar Agreements” shall have the meaning set forth in Section 3(D)(1)(j).

“Atos” shall mean Atos IT Solutions and Services, Inc.

“Atos Lease” shall mean that certain Agreement of Lease, dated as of June __, 2014 (as the same may be amended, amended and restated or otherwise modified from time to time), between Purchaser, as lessor, and Atos, as lessee.

“▇▇▇▇ of Sale” shall have the meaning set forth in Section 3(D)(1)(m).

“Business Day” shall mean every day other than Saturdays, Sundays, all days observed by the federal or New Jersey government as legal holidays and all days on which the majority of commercial banks in New Jersey are closed.

“CBA” shall have the meaning set forth in Section 4(A)(7)(b).

“CBA Employees” shall have the meaning set forth in Section 4(A)(7)(b).

“Claimant” shall have the meaning set forth in Section 4(E)(1).

“Closing” shall have the meaning set forth in Section 3(C).

“Closing Date” shall have the meaning set forth in Section 3(C).

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder.

“Control” shall mean, when used with respect to any specific Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person whether through ownership of voting securities, beneficial interests, by contract or otherwise. The definition is to be construed to apply equally to variations of the word “Control” including “Controlled,” “Controlling” or “Controlled by.”

“Consent” means that certain Consent Agreement, dated June 30, 2014, among NJRCEV, Seller and Purchaser.

“Consent Escrow” means the Escrow Agreement among the Title Company, NJRCEV, QTS Realty, LP, Purchaser and Seller with respect to the Consent the other documents held in escrow pursuant to the Consent Escrow.

“Consent Fee” shall have the meaning ascribed to such term in the Consent.

“Data Center Hardware” shall mean the servers, racks, computers and such other equipment used to provide data center services to Seller (and replacements thereto) located on the Real Property, all as identified in Schedule 8 and all of which will be retained by Seller.

“Data Room” shall mean that virtual data room maintained by Seller and accessible by Purchaser in connection with the sale of the Property Assets.

“Dedicated Conduit” shall mean the conduit listed on Schedule 13 annexed hereto (and any replacements thereto) connecting the Data Center Hardware (and the services provided to Seller via such Data Center Hardware) with the North Campus.

“Deed” shall have the meaning set forth in Section 3(D)(1)(a).

“Developer’s Agreement” shall mean that certain Developer’s Agreement, dated as of January 31, 2007 and recorded on February 15, 2007 in the ▇▇▇▇▇▇ County Clerk’s Office as Book 5575, Page 252, between the Township of East Windsor and Seller’s predecessor in interest.

“Developer’s Agreements” shall mean, collectively, the Developer’s Agreement and the EWMUA Developer’s Agreement.

“Development Agreement” shall mean that certain ▇▇▇▇▇▇-▇▇▇▇ Solar Project Development Agreement, dated as of June 9, 2011, between Seller and NJRCEV.

“Due Diligence” shall the meaning set forth in Section 4(C)(2)(a).

“Environmental Basket Amount” shall have the meaning set forth in Section 6(C)(4)(a)(i).

“Environmental Cap” shall have the meaning set forth in Section 6(C)(4)(a)(iii).

“Environmental Claim” shall mean any administrative or judicial action, suit, order, lien, notice of violation, demand, or proceeding brought, issued or asserted by any federal, state or local court, administrative agency, official board, bureau, governmental or quasi-governmental entities or any other third party (including private parties and individuals) for compliance, damages, penalties, removal, response, remedial or other action pursuant to any applicable Environmental Law or resulting from the Release, Threat of a Release, or presence of a Hazardous Substance on the Real Property or emanating from the Real Property or any other property that may have received waste from operation of the Real Property

“Environmental Event” shall have the meaning set forth in Section 6(A).

“Environmental Laws” shall mean all applicable federal, state, municipal and local laws, licenses, permits, orders, approvals, authorizations, principles of common law, statutes, regulations, rules, ordinances or codes relating to Releases of Hazardous Substances, pollution or the protection of human health (from exposure to Hazardous Substances) or the environment, including, without limitation the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9061 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801, et seq.; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6901, et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251, et seq.; and analogous state laws and regulations.

“Environmental Losses” shall have the meaning set forth in Section 6(A).

“Environmental Report” shall mean, collectively or individually, the Phase I Environmental Site Assessment, prepared by Van Note – ▇▇▇▇▇▇ Associates, dated January 31, 2014, the Phase II Environmental Site Assessment, prepared by Van Note – ▇▇▇▇▇▇ Associates, dated March 25, 2014 and the Environmental Report, dated July 16, 2012, prepared by AEI Consultants, Inc.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” shall have the meaning set forth in Section 4(a)(7)(c).

“Escrow Agent” shall mean the Title Company, unless otherwise agreed to in writing by Purchaser and Seller.

“EWMUA” shall mean the East Windsor Municipal Utilities Authority.

“EWMUA Developer’s Agreement” shall mean that certain Capacity Allocation and Developer’s On-Tract and Off-Tract Agreement for Wastewater dated April 17, 2008 by and between EWMUA and the McGraw Hill Companies, Inc.

“EWMUA Payment” shall mean the connection fee and off-tract improvement fee payable by Seller to the EWMUA pursuant to the EWMUA Resolution.

“EWMUA Resolution” shall mean that Resolution of the EWMUA, dated March 20, 2014, determining the amount of the EWMUA Payment and the water allocation to the Real Property.

“Excluded FF&E” shall mean (i) the FF&E listed on Schedule 8, (ii) the Data Center Hardware and (iii) the NJRCEV Property

“Excluded Intangible Property” shall mean (i) Seller’s right, title and interest in any trademarks, trade names, service marks, logos and all variations thereof regardless of whether used in connection with the operation of the Property Assets; (ii) all other Intellectual Property owned by Seller other than any rights to use the Intangible Property; (iii) all telephone and facsimile numbers relating to the Real Property (including all “800” numbers) and all post office box addresses associated with the Real Property; and (iv) all deposits posted with respect to any contracts and utilities, all such deposits listed in Schedule 3.

“FF&E” shall mean all of Seller’s right, title and interest in any furniture, fixtures and equipment located on the Real Property and/or used to operate the data center facility on the Closing Date, including but not limited to the items listed on Schedule 10 but specifically excluding the Excluded FF&E.

“Forest Plan” shall mean the Forest Stewardship Plan between Seller and Consulting Forestry Services LLC dated December 19, 2010.

“Hazardous Substances” shall mean any liquid, solid, or gas material, substance, waste, pollutant or contaminant which is listed, defined or otherwise identified as hazardous, toxic or dangerous under any applicable Environmental Law, including, without limitation, petroleum, petroleum products, crude oil, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas, non-petroleum oil, “source,” “special nuclear,” and “by-product” nuclear materials, and radon.

“Improvements” shall mean the buildings and improvements now or hereafter located on the Land other than the Data Center Hardware and the NJRCEV Property.

“Indemnification Demand” shall have the meaning set forth in Section 4(E)(1).

“Indemnified Loss” shall have the meaning set forth in Section 4(E)(1).

“Infrastructure Connections” shall mean (i) dedicated Verizon and AT&T microcells (for voice and data) serving the Seller at the Real Property as of the date hereof and (ii) any replacements of the foregoing.

“Intangible Property” shall mean: (i) to the extent transferable and assignable, Licenses and Permits; (ii) to the extent transferable and assignable, warranties and guaranties of architects, engineers, contractors, subcontractors, suppliers or materialmen pertaining solely to the repair, construction, maintenance, design, reconstruction or operation of the Property Assets and (iii) plans, books, Records, files and reports pertaining to the maintenance, design and operations of the Property Assets, including but not limited to maintenance binders and drawings and all documents relating to the design, build and history of the Property (provided that to the extent any such document relates to both the North Campus and the South Campus, Purchaser shall receive a copy of such document and Seller may retain the original document) (but specifically excluding any of the same to the extent unrelated to the Real Property Assets and constituting Seller’s business conducted at the Real Property) to the extent located at the Real Property or otherwise in the possession, or under the control, of Seller as of the Closing Date but, in each case, specifically excluding the Excluded Intangible Property.

“Intellectual Property” shall mean any and all of the following in any jurisdiction throughout the world: (i) trademarks and service marks, including all applications and registrations and the goodwill connected with the use of and symbolized by the foregoing; (ii) copyrights, including all applications and registrations related to the foregoing; (iii) trade secrets and confidential know-how; (iv) patents and patent applications; (v) internet domain name registrations; and (vi) other intellectual property and related proprietary rights, interests and protections.

“Interconnection Agreement” shall mean the Interconnection Agreement dated November 2, 2010, between JCP&L and Seller.

“ISRA” shall mean the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K et seq. and applicable implementing regulations.

“JCP&L” shall mean Jersey Central Power & Light.

“Land” shall mean, collectively, the lands described on Exhibit A.

“Legal Requirement” shall mean any applicable federal, state, local, municipal or other law, statute, legislation, constitution, principle of common law, ordinance, code, edict, decree, treaty, convention, rule, regulation, ruling, directive, requirement, determination or decision of any governmental entity.

“Licenses and Permits” shall mean the licenses, permits, registrations, certificates, authorizations and governmental approvals pertaining solely to the design, construction, rehabilitation, use and/or operation of the Property Assets.

“Losses” shall mean any and all losses, liabilities, obligations, damages, claims and expenses, from any sources, whether or not involving a third-party claim, including without limitation, reasonable attorneys’ and accountants’ fees and disbursements related thereto.

“NJDEP” shall have the meaning set forth in Section 10(B).

“NJDEP Permit” shall have the meaning set forth in Section 10(B).

“New Jersey Mansion Tax” shall mean the one percent (1%) transfer tax imposed by N.J. Rev. Stat.
Section 46:15-7.2(1)(n).

“NJRCEV” shall mean NJR Clean Energy Ventures Corporation, a New Jersey corporation.

“NJRCEV Consent” shall mean that certain Consent Agreement, dated June , 2014, among NJRCEV, Seller and Purchaser, as such may be amended.

“NJRCEV Property” shall mean all improvements, cabling, fixtures and equipment owned by NJRCEV or its Affiliates and located on or originating from the portion of the Land demised by the Solar Lease.

“NJRCEV Litigation” shall mean any litigation or other proceedings pending or threatened against NJRCEV or its Affiliates involving the NJRCEV Property.

“Non-Foreign Person Certificate” shall have the meaning set forth in Section 3(D)(1)(c).

“North Campus” shall have the meaning set forth in Section 10(B).

“OFAC” shall have the meaning set forth in Section 4(A)(14)(a).

“Person” shall mean any natural person, partnership, corporation, association, limited liability company, trust or any other legal entity.

“Pending Litigation” shall have the meaning set forth in Section 4(A)(6).

“Permitted Exceptions” shall have the meaning set forth in Section 5(A)(1).

“Power Purchase Agreement” shall mean that certain the Solar Energy Power Purchase Agreement, dated June 9, 2011, between Seller and NJRCEV, as amended.

“Pre-Close Inspection” shall have the meaning set forth in Section 3(A)(7).

“Premium” shall have the meaning set forth in Section 3(H)(1)(a).

“Pro Forma Title Policy” shall mean the pro forma owner’s title insurance policy, together with all endorsements thereto required by Purchaser, attached hereto as Exhibit N.

“Property Assets” shall mean, collectively, (i) the Real Property, (ii) the FF&E, (iii) the Intangible Property, (iv) the Infrastructure Connection, (v) the Dedicated Conduit, (vi) Seller’s right, title and interest in the Solar Agreements, the Interconnection Agreement and the Forest Plan, and (vii) certain of Seller’s surviving rights in the Development Agreement.

“Property Manager” shall have the meaning set forth in Section 4(A)(5)(a).

“Purchase Price” shall mean Seventy Million Dollars ($70,000,000), as such amount may be adjusted in accordance with the provisions of this Agreement.

“Purchaser’s Counsel” shall mean ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Street LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

“Purchaser’s Indemnitees” shall mean Purchaser and its Affiliates, and their respective agents, trustees, shareholders, partners, members, directors, officers, employees, attorneys and representatives, and the heirs, legal representatives, successors and assigns of each of the foregoing.

“Purchaser’s Share of the Consent Fee” shall mean Purchaser’s share of the Consent Fee payable to NJRCEV on the Closing Date pursuant to the Consent.

“Real Property” shall mean, collectively, (i) the Land, (ii) the Improvements, (iii) all of Seller’s right, title and interest with respect to any rights, rights of way, easements, water or littoral rights, any rights to any minerals, oil, gas and other hydrocarbon substances, or any portion thereof appurtenant solely to the Land, (iv) all of Seller’s right, title and interest in and to all streets, alleys, strips and gores abutting the Land, if any, and (v) all of Seller’s right, title and interest to any conservation agreements, easements or plans of any nature and any agreements regarding the use or development of the Land; provided that none of the foregoing rights set forth in clauses (iii) through (v) shall include any of Seller’s right, title and interest to any such rights benefiting or burdening any adjacent parcels of land currently owned by Seller and not being conveyed pursuant to this Agreement.

“Recognition Agreement” shall have the meaning set forth in Section 3(D)(1)(h).

“Records” shall mean all existing records in Seller’s possession or under Seller’s control relating to the Property Assets, including, without limitation, all files, records and correspondence with respect to zoning matters, condemnation proceedings, Violations and title matters (i.e., easements running through or under the Real Property and issues arising as a result of the use of existing easements in favor of third parties).

“Release” shall mean, with respect to Hazardous Substances, any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing or dumping into soil, surface waters, groundwater, land, stream sediments, surface or subsurface strata, ambient air or any environmental medium on or surrounding the Real Property, whether intentional, negligent, accidental or otherwise.

“Respondent” shall have the meaning set forth in Section 4(E)(1).

“Second EWMUA Resolution” means collectively, the Resolution 2014-15 of the EWMUA and Resolution 2014-16 of the EWMUA.

“Section 4(A) Representations” shall have the meaning set forth in Section 4(A).

“Section 4(B) Claims” shall have the meaning set forth in Section 4(B)(1).

“Section 6(B) Representations” shall have the meaning set forth in Section 6(B).

“Section 6 Indemnification” shall have the meaning set forth in Section 6(A).

“Section 6 Notice” shall have the meaning set forth in Section 6(C)(2).

“Section 6 Response” shall have the meaning set forth in Section 6(C)(2).

“Section 7 Indemnification” shall have the meaning set forth in Section 7.

“Seller’s Broker” shall have the meaning set forth in Section 7.

“Seller’s Counsel” shall mean the law firm of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.

“Seller’s Indemnitees” shall mean Seller and its Affiliates, and their respective agents, trustees, shareholders, partners, members, directors, officers, employees, attorneys and representatives, and the heirs, legal representatives, successors and assigns of each of the foregoing.

“Seller’s Knowledge” or “to the Knowledge of Seller” shall mean the actual knowledge of ▇▇▇▇▇ ▇▇▇▇▇▇▇-Poosh and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.

“Seller’s Occupancy” shall have the meaning set forth in Section 10(D).

“Seller’s Share of the Consent Fee” shall mean Seller’s share of the Consent Fee payable to NJRCEV on the Closing Date pursuant to the Consent.

“Settlement Statement” shall have the meaning set forth in Section 3(D)(1)(e).

“Solar Agreements” shall mean, collectively, the Power Purchase Agreement and the Solar Lease.

“Solar Lease” shall mean that certain Solar Land Lease Agreement, dated as of June 9, 2011, between Seller, as landlord, and NJRCEV, as tenant, as amended.

“Threat of Release” shall mean a substantial likelihood of a Release which requires action to prevent or mitigate damage to the soil, surface waters, groundwater, land, stream sediments, surface or subsurface strata, ambient air and any environmental medium comprising or surrounding the Real Property which may result from such Release.

“Title Affidavit” shall have the meaning set forth in Section 3(D)(1)(f).

“Title Company” shall mean First American Title Insurance Company (Kansas City, Missouri office).

“Title Policy” shall have the meaning set forth in Section 5(A)(2).

“Township” shall mean the East Windsor Township.

“Transfer Tax Returns” shall mean an affidavit of consideration, and either a Nonresident Seller’s Tax Declaration (GIT/REP-1) or a Seller’s Residency Certificate/Exemption (GIT/REP-3), as applicable, and such other documents required in connection with any tax payable by reason of delivery and/or recording of the Deed.

“Transition Agreement” means that certain agreement dated as of the date hereof by and between Seller and Purchaser.

“Treasury Department” shall have the meaning set forth in Section 4(A)(14)(a).

“Violations” shall mean any and all notices of violations of law, or municipal ordinances, orders, designations or requirements whatsoever noted in or issued by any federal, state, municipal or other governmental department, agency or bureau or any other governmental authority having jurisdiction over the Property Assets.

B. Other Definitional Provisions. The terms “hereof,” “hereto,” “hereunder” and similar terms when used in this Agreement shall refer to this Agreement generally, rather than to the section in which such term is used, unless otherwise specifically provided. Unless the context otherwise requires, any defined term used in the plural shall refer to all members of the relevant class, and any defined term used in the singular shall refer to any one or more of the members of the relevant class. Any reference to an Exhibit or a Schedule shall be deemed a reference to the Exhibits and Schedules to this Agreement, unless otherwise specifically provided. All Exhibits and Schedules to this Agreement are hereby incorporated into, and form a part of, this Agreement.

SECTION 2

PURCHASE AND SALE OF PROPERTY; PURCHASE PRICE; PAYMENT

A. Purchase and Sale of Property Assets. On the Closing Date, Seller shall sell and convey the Property Assets to Purchaser, and Purchaser shall purchase the Property Assets from Seller on the terms, and subject to the conditions, of this Agreement and all Permitted Exceptions.

B. Purchase Price. The purchase price for the Property Assets to be paid by Purchaser at the Closing shall be the Purchase Price. The Purchase Price (and all other capitalized costs) shall be allocated among the Property Assets for all purposes (including financial accounting, and income tax, sales and use tax and Transfer Tax Return purposes) in accordance with the allocation schedule attached as Schedule 11.

C. Payment. The Purchase Price, plus the Purchaser’s Share of the Consent Fee payable to NJRCEV, and plus or minus the prorations pursuant to Section 3 of this Agreement shall be payable on the Closing Date by wire transfer of immediately available federal funds to the account or accounts designated by Seller.

SECTION 3

CLOSING AND DELIVERY OF CLOSING DOCUMENTS

A. Purchaser’s Conditions to Closing. The following shall be conditions precedent to Purchaser’s obligation to purchase the Property Assets (provided that the Purchaser may elect to waive any of the foregoing and proceed to Closing):

(1) Delivery by Seller of all items required to be delivered by Seller under Sections 3(D) and (F) below;

(2) Subject to the Title Company’s receipt of the Premium on the Closing Date, the Title Company shall be unconditionally committed at Closing to issue the Title Policy substantially in the form of the Pro Forma Title Policy;

(3) Payment by Seller to the applicable recorder’s office of all transfer taxes to be paid by Seller pursuant to Section 3(H)(1)(b);

(4) Performance by Seller of all other pre-Closing obligations of Seller under this Agreement, including the delivery of all of Seller’s Closing Documents;

(5) There shall exist no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against Seller with respect to the Property Assets, the Solar Agreements, the Development Agreement, the Developer’s Agreement, the EWMUA Developer’s Agreement, the EWMUA Resolution, the Interconnection Agreement, or the Forest Plan or that would materially and adversely affect Seller’s ability to perform its obligations under this Agreement;

(6) There shall exist no pending or threatened action, suit or proceeding with respect to Seller before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the consummation of the transactions contemplated hereby;

(7) Seller shall join with Purchaser to unconditionally instruct the Title Company, as escrow agent to release from escrow all the documents and funds held in escrow pursuant to the Consent Escrow (including dating such documents as specified in the Consent Escrow and delivering such funds as specified in the Consent Escrow);

(8) Intentionally deleted;

(9) NJRCEV shall have executed and delivered the Consent and each of the Assignment of Solar Agreements and the Assignment of Development Agreement;

(10) Payment by Seller to NJRCEV of Seller’s Share of the Consent Fee; and

(11) Seller shall have removed all items reasonably identified by Purchaser in writing to Seller as hazardous waste materials and/or off-specification or out-of-date materials at the Real Property in a pre-Closing joint walk through of the Real Property on June 16, 2014 or at such other time as mutually agreed upon by the parties (the “Pre-Close Inspection”).

B. Seller’s Conditions to Closing. The following shall be conditions precedent to Seller’s obligation to sell the Property Assets (provided that Seller may elect to waive any of the foregoing, other than Purchaser’s payment of the Purchase Price and proceed to Closing):

(1) Payment by Purchaser of the Purchase Price to Seller;

(2) Payment by Purchaser to NJRCEV of Purchaser’s Share of the Consent Fee;

(3) Payment by Purchaser to the applicable recorder’s office of all transfer taxes to be paid by Purchaser pursuant to Section 3(H)(1)(a);

(4) Delivery by Purchaser of all items required to be delivered by Purchaser under Section 3(E) below;

(5) There shall exist no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against Purchaser with respect to the Solar Agreements, the Developer’s Agreements, Development Agreement, the EWMUA Resolution, the Interconnection Agreement or the Forest Plan or that would materially and adversely affect Purchaser’s ability to perform its obligations under this Agreement;

(7) There shall exist no pending or threatened action, suit or proceeding with respect to Purchaser before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the consummation of the transactions contemplated hereby;

(8) A copy of the Atos Lease (the effectiveness of which is subject only to the Closing hereunder) has been provided to Seller, and Seller has confirmed to its satisfaction that the Atos Lease: (a) is for an initial term of not less than ten (10) years, (b) enables Atos to provide Seller (and its Affiliates) with the data center services required by Seller (and its Affiliates) and (c) is superior to any mortgage secured by the Real Property or otherwise requires that any mortgagee of the Real Property deliver to Atos a standard, commercially reasonable subordination, nondisturbance and attornment agreement;

(9) Intentionally deleted;

(10) NJRCEV shall have executed and delivered the Consent and each of the Assignment of Solar Agreements and the Assignment of Development Agreement;

(11) Purchaser shall join with Seller to unconditionally instruct the Title Company, as escrow agent to release from escrow all the documents and funds held in escrow pursuant to the Consent Escrow (including dating such documents as specified in the Consent Escrow and delivering such funds as specified in the Consent Escrow); and

(12) Performance by Purchaser of all other pre-Closing obligations of Purchaser under this Agreement, including the delivery of all of Purchaser’s Closing Documents.

C. Closing.

(1) The term “Closing” shall mean the consummation of each of the actions enumerated in this Section 3 of this Agreement, or the waiver of such action by the party in whose favor such action is intended.

(2) Closing shall take place on the date hereof (the “Closing Date”) and shall take place by exchanging documents via electronic mail, facsimile or overnight courier. The Closing shall take place by means of a so called “New York style” closing, pursuant to which (i)

the Purchase Price to be paid by Purchaser shall be deposited with Escrow Agent, (ii) all of the documents required to be delivered by Seller and Purchaser at Closing pursuant to this Agreement shall be delivered by the parties to Escrow Agent in accordance with this Section 3, and (iii) at Closing, the Purchase Price shall be disbursed by Escrow Agent to Seller and the documents shall be delivered by Escrow Agent to Seller and Purchaser (as the case may be).

D. Delivery of Seller’s Closing Documents.

(1) Seller’s Closing Documents. At the Closing, Seller shall deliver to Purchaser the following items, each executed and, where applicable, notarized (“Seller’s Closing Documents”):

(a) Deed. A Bargain and Sale Deed with covenants against grantor’s acts with respect to the Real Property, in the form of Exhibit C (the “Deed”);

(b) NJRCEV Consent. An executed counterpart to the Consent, signed by Seller;

(c) Non-Foreign Person Certificate. A Non-Foreign Person Certificate in the form of Exhibit E (the “Non-Foreign Person Certificate”);

(d) Transfer Tax Returns. The Transfer Tax Returns required to be filed in connection with the transfer of Real Property;

(e) Settlement Statement. A settlement statement setting forth the components of the Purchase Price, Purchaser’s Share of the Consent Fee, Seller’s Share of the Consent Fee, the Closing Costs pursuant to Section 3(H) and all other items of credit to Seller or Purchaser (the “Settlement Statement”);

(f) Title Affidavit. A Common Exception Affidavit in the form of Exhibit F (the “Title Affidavit”) and such other customary affidavits reasonably required by title companies in the State of New Jersey in connection with transfers of real property within the State of New Jersey for purposes of removing standard exceptions to the Title Policy;

(g) Intentionally Deleted;

(h) Recognition Agreement. A Recognition Agreement in the form of Exhibit H (the “Recognition Agreement”);

(i) Sales Tax Clearance. In the event Seller shall not have received the Clearance Letter on the Closing Date, Seller shall deliver the indemnity in the form of mutually acceptable to Seller and Purchaser (the “Tax Indemnity”);

(j) Assignment of Solar Agreements. An assignment and assumption of the Solar Agreements in the form of Exhibit B-1 and B-2, respectively, to the NJRCEV Consent (collectively, the “Assignment of Solar Agreements”);

(k) Assignment of Development Agreement. An assignment of the Development Agreement in the form of Exhibit B-3 to the Consent (the “Assignment of the Development Agreement”);

(l) Assignment and Assumption of Interconnection Agreement. An Assignment of Interconnection Agreement in the form of Exhibit O (the “Assignment of Interconnection Agreement”).

(m) ▇▇▇▇ of Sale. A ▇▇▇▇ of sale and assignment in the form of Exhibit J (the “▇▇▇▇ of Sale”);

(n) Assignment of Forest Plan. An Assignment of the Forest Plan in the form of Exhibit P (the “Assignment of Forest Plan”);

(o) Transition Agreement. A Transition Agreement in the form of Exhibit L; and

(p) Other. Such other instruments or documents which by the terms of this Agreement are to be delivered by Seller at Closing.

E. Delivery of Purchaser’s Closing Documents.

(1) Purchaser’s Closing Deliveries. At the Closing, Purchaser shall deliver to Seller the following items (“Purchaser’s Closing Documents”):

(a) Purchase Price. The Purchase Price;

(b) NJRCEV Consent. An executed counterpart to the Consent, signed by Purchaser;

(d) Settlement Statement. An executed counterpart to the Settlement Statement;

(e) Intentionally Deleted;

(f) Recognition Agreement. An executed counterpart to the Recognition Agreement;

(g) Intentionally Deleted;

(h) Assignment of Solar Agreements. Executed counterparts to each of the Assignment of Solar Agreements;

(i) Assignment of Development Agreement. An executed counterpart to the Assignment of Development Agreement;

(j) Assignment and Assumption of Interconnection Agreement. An executed counterpart to the Assignment of Interconnection Agreement;

(k) Assignment of Forest Plan. An executed counterpart to the Assignment of Forest Plan;

(l) Transition Agreement. An executed counterpart to the Transition Agreement; and

(m) Other. Such other instruments or documents which by the terms of this Agreement are to be delivered by Purchaser at Closing.

F. Seller’s Deliveries to Purchaser. At or prior to the Closing, Seller shall deliver to Purchaser the following:

(1) Licenses and Permits. Copies of the Licenses and Permits to the extent transferable and in Seller’s possession, located at the Real Property or otherwise in Seller’s control; provided however that if any Licenses and Permits apply to both the Property Assets and any part of the North Campus or if the Licenses and Permits related to the Real Property cannot be assigned to Purchaser until after Closing, the Licenses and Permits shall remain in Seller’s name, subject to the Transition Agreement;

(2) Records. Copies of the Records to the extent in Seller’s possession or located at the Real Property or otherwise in Seller’s control;

(3) Executed Agreements. Copies of fully executed copies of each of the Solar Agreements, the Development Agreement, the Developer’s Agreement, the EWMUA Resolution and the EWMUA Developer’s Agreement;

(4) Bulk Sales Clearance. A copy of the bulk sales tax clearance letter issued by the New Jersey Commission of Taxation, Bulk Sales Tax Division with respect to the sale of the Property Assets hereunder (the “Clearance Letter”); provided that in the event the Clearance Letter has not been obtained by Closing, Seller may satisfy this requirement by delivering the Tax Indemnity; and

(5) Possession of Property Assets. Possession of the Property Assets to Purchaser on the Closing Date free and clear of all leases (except the Atos Lease and the Solar Lease), tenancies and occupancies (but subject to the Permitted Exceptions).

G. Evidence of Authorization. On the Closing Date, each party shall deliver to the other party evidence in form and content reasonably satisfactory to the other party and the Title Company that (1) the party is duly organized and validly existing under the laws of the state of its organization, is qualified to do business in the State of New Jersey and has the power and authority to enter into this Agreement (including, without limitation, the delivery of a certificate issued by the Department of Treasury of the State of New Jersey evidencing the Seller’s and Purchaser’s authority to do business in the State of New Jersey or evidence that each of Seller and Purchaser’s has filed all required applications to obtain authority to do business in the State of New Jersey and good standing certificate evidencing good standings in the state of its organization), (2) this Agreement and all documents delivered pursuant hereto have been duly executed and delivered by the party, and (3) the performance by the party of its obligations under this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or other action.

H. Closing Costs; Adjustments and Prorations; Reporting Requirements.

(1) Closing Costs. Each party shall pay its own accounting, legal and consulting fees and expenses and in addition thereto:

(a) Purchaser shall pay at Closing the following costs and expenses: (i) one-half of the New Jersey Mansion Tax, if any, (ii) one-half (1/2) of all recording charges and fees in connection with the Deed and one-half (1/2) of the recording charges and fees in connection with any other Closing documents and instruments in connection with the sale contemplated hereunder (provided that Purchaser shall pay all of the recording costs in connection with any Purchaser financing), (iii) one-half (1/2) of any New Jersey real property transfer, sales or other fees or taxes, including, without limitation, any realty transfer fees payable under or pursuant to N.J. Rev. Stat. § 46:15-7, 7.1 and 7.2 or any successor provision thereto (provided that Purchaser shall pay all of the tax and fees in connection with any Purchaser financing), (iv) all title insurance charges, search fees, and premiums for the Title Policy, including any additional premiums for any endorsements or lender’s title insurance policies (collectively the “Premium”), (v) all survey fees for any survey obtained by Purchaser, (vi) any mortgage recording taxes related to Purchaser’s mortgage, if any, (vi) all other incidental costs and fees customarily paid by purchasers of commercial real property in ▇▇▇▇▇▇ County, New Jersey, and (vii) Purchaser’s attorneys’ fees and disbursements.

(b) Seller shall pay at Closing the following costs and expenses: (i) one-half (1/2) of the New Jersey Mansion Tax, if any, (ii) one-half (1/2) of all recording charges and fees in connection with the Deed and one-half of filing fees, recording charges or taxes associated with other Closing documents and instruments in connection with the sale contemplated hereunder, (iii) one-half (1/2) of any New Jersey real property transfer, sales or other fees or taxes including, without limitation, any realty transfer fees payable under or pursuant to N. J. Rev. Stat. § 46:15-7,-7.1 and -7.2, or any successive provision thereto (iv) all other incidental costs and fees customarily paid by sellers of commercial real property in ▇▇▇▇▇▇ County, New Jersey, and (v) Seller’s attorneys’ fees and disbursements.

(2) Adjustments and Prorations.

(a) Utility charges with respect to the Real Property levied against Seller or the Real Property shall be apportioned as of the Closing Date. With respect to utilities (including, without limitation, electricity, solar power, telephone, gas, oil and water services) which are metered and other utilities, Seller shall use reasonable efforts to have the respective companies providing such utilities read the meters on or immediately prior to the Closing Date. Seller shall be responsible for all charges based on such final meter readings as of the Closing Date, and Purchaser shall be responsible for all charges thereafter. To the extent such meters are not read and final bills rendered as of the Closing Date, such charges with respect to the Real Property shall be prorated effective as of the Closing Date utilizing an estimate of such charges reasonably approved by both Seller and Purchaser based on prior utility bills, and any deposits or credits with respect to the foregoing services will be promptly returned to Seller.

(b) Apportionment of real property taxes and assessments, water rates and charges, sewer taxes and rents and vault charges shall be made on the basis of the fiscal year for which assessed. If the Closing Date shall occur before the real property tax rate, water rates or charges, sewer taxes or rents or vault charges are fixed, apportionment for any item not yet fixed shall be made on the basis of the real property tax rate, water rates and charges, sewer taxes and rents or vault charges, as applicable, for the preceding year applied to the latest assessed valuation. After the real property taxes, water rates and charges, sewer taxes and rents and vault charges are finally fixed, Seller and Purchaser shall make a recalculation of the apportionment of same, and Seller or Purchaser, as the case may be, shall make an appropriate payment to the other based upon such recalculation within thirty (30) days of receipt of the recalculation.

(i) The amount of any unpaid taxes, assessments, water charges, sewer rents and vault charges that Seller is obligated to pay and discharge, with interest and penalties thereon (if any) to the Closing Date may, at Seller’s option, be deemed satisfied by Seller as required hereunder by providing to Purchaser a credit against the balance of the Purchase Price, provided that official bills therefor with interest and penalties thereon are furnished by Seller when available.

(ii) If any refund of real property taxes, assessments, water rates or charges, sewer taxes or rents or vault charges is made after the Closing Date for a period prior to the Closing Date, the same shall be applied first to the reasonable out-of-pocket costs incurred in obtaining same and the balance, if any, of such refund shall, to the extent received by Purchaser, be paid to Seller (for the period prior to the Closing Date) and to the extent received by Seller, be paid to Purchaser (for the period commencing with the Closing Date).

(c) All amounts owed by NJRCEV to Seller under the Solar Agreements as additional rent as of the Closing Date, shall be apportioned as of the Closing Date.

(d) The Settlement Statement shall contain the prorations and adjustments required under this Section 3(H)(2). This Section 3(H)(2) shall survive the Closing for the applicable statute of limitations.

I. Reporting Requirements. Pursuant to §6045 of the Internal Revenue and Taxation Code, the Title Company shall be designated the “Reporting Broker” hereunder and shall be solely responsible for complying with the Tax Reform Act of 1986 with regard to the reporting of all settlement information to the Internal Revenue Service, and the Title Company shall provide to Seller at Closing copies of any documents or reporting statements filed in compliance therewith.

SECTION 4

REPRESENTATIONS AND WARRANTIES;

INDEMNIFICATION

A. Seller’s Representations and Warranties. Seller represents and warrants to Purchaser as follows as of the date hereof (collectively, the “Section 4(A) Representations”):

(1) Regarding Seller’s Authority.

(a) Organization of Seller. Seller is a corporation duly organized and validly existing and in good standing under the laws of the State of New York. Seller has the power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement.

(b) Authority. Seller has all requisite power and authority to enter into this Agreement and to perform all of the obligations to be performed by it hereunder. The individual(s) executing this Agreement have the legal power, right and actual authority to bind Seller to the terms and conditions hereof. This Agreement is a valid and binding obligation of Seller, enforceable in accordance with its terms, subject to general principles of equity and to bankruptcy, insolvency, reorganization, moratorium or other similar laws presently or hereafter in effect affecting the rights of creditors or debtors generally; does not conflict with any provision of any law or regulation to which Seller is subject; does not conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of any agreement or instrument to which Seller is a party or by which Seller is bound or any order or decree applicable to Seller; or result in the creation or imposition of any lien on any of Seller’s assets or property; and Seller has obtained all consents, approvals, authorizations or orders of any court or governmental agency or body, or other entity or Person if any, required for the execution, delivery and performance by Seller of this Agreement.

(2) Intellectual Property. To the Seller’s Knowledge, Seller’s conduct of its business at the Real Property does not infringe, misappropriate or otherwise violate the Intellectual Property of any Person.

(3) EWMUA Payment and EWMUA Resolution. Seller has previously paid to the EWMUA the EWMUA Payment in its entirety and as of the Closing Date, the EWMUA Resolution is effective and in full force and effect.

(4) Regarding the Real Property.

(a) Except as set forth on the Title Policy and Survey and subject to the Permitted Exceptions, the Developer’s Agreement, the EWMUA Developer’s Agreement, the EWMUA Resolution (including the easements required by the EWMUA in connection therewith), the Development Agreement and the Solar Agreements, Seller has valid title to the Real Property, free and clear of any and all liens, claims, security interests and encumbrances, and the Real Property will be transferred to Purchaser at the Closing free and clear of any and all liens, claims, security interests and encumbrances. To Seller’s Knowledge, except as required by the EWMUA Resolution, there are no unrecorded easements, encumbrances, restrictions, claims of encroachment or prescriptive easements affecting any parcel of the Real Property (the “Easement Rep”); it being agreed that neither the disclosure in item 25 of the Permitted Exceptions attached hereto as Schedule 1 and as Exhibit B to the Deed, nor the delivery and recordation of the Deed with inclusion of item 25 as a Permitted Exception shall nullify the Easement Rep, and such Easement Rep shall survive as herein provided).

(b) Seller has not received any written notice that, and has no Seller’s Knowledge that, the Real Property, or the improvements thereon, or the use of the Real Property by Seller in connection with the conduct of its business (including the operation of a data center facility or solar power generation facility) violates any statutes, rules, regulations (including any zoning regulation), ordinances (including land-use ordinances), codes, orders, licenses, permits or authorizations or requirement of a governmental authority applicable to the Real Property or use thereof (individually, each a “Violation” and collectively, “Violations”) which Violation has not been cured as of the date of this Agreement. Set forth on Schedule 7 is a list of Violations of which Seller either had received written notice or of which Seller had Knowledge during the period commencing June 25, 2009 and ending Closing Date.

(c) Except with respect to the easements required by the EWMUA Resolution, Seller has not received any written notice of, and has no Seller’s Knowledge of, any condemnation, eminent domain or other enforcement proceedings instituted, existing, asserted or, or to Seller’s Knowledge, threatened against the Real Property that would materially adversely affect the operation of the Real Property as a data center facility.

(d) To Seller’s Knowledge, Seller is in compliance with all restrictive covenants and deed restrictions, if any, affecting the Real Property or the use thereof.

(e) Except as provided in Purchaser’s Property Condition Report, the Environmental Reports or as otherwise disclosed by Seller to Purchaser in writing by making information available to Purchaser in Sections 2.24.9, 3.2, 3.3, 3.4, and 3.6 of the Data Room, to Seller’s Knowledge, all buildings located on the Real Property are structurally sound, free of material defects, friable asbestos and deficiencies and otherwise in good condition and repair,

consistent with each such building’s age; Seller makes no representation with respect to any improvements located on the property demised by the Solar Lease. Seller hereby discloses to Purchaser that, to Seller’s Knowledge, there is no non-friable asbestos or lead paint within the interior of the portion of the Real Property currently used as a data center.

(f) Copies of all Licenses and Permits necessary to operate the Real Property as currently operated by Seller, including but not limited to as a data center facility (but excluding any permits required to be held by NJRCEV for the solar power generation facility) have been made available to Purchaser and all are listed in Sections 1.11, 2.20, 4.10.1, 4.10.2, 8.1, 8.2, 8.5, 8.6, 9.38, 11.6, and 11.7.2 of the Data Room.

(g) Except as set forth in the Title Affidavit in Exhibit F, within the last ninety (90) days (a) no labor, service or materials have been furnished to improve the Premises, or to rehabilitate, repair, refurbish, or remodel the building(s) situated on the Premises; (b) nor have any goods, chattels, machinery, apparatus or equipment been attached to the building(s) situated on the Premises, as fixtures; (c) nor have any contracts been let for the furnishing of labor, service, materials, machinery, apparatus or equipment with respect to the Premises which are to be completed subsequent to the date hereof; or (d) nor have any notices of lien been received with respect to the Premises. The above does not apply to work commenced or materials furnished during such period by NJRCEV which was not specifically authorized by Seller or any work done by or materials furnished by or on behalf of Purchaser and its Affiliates. If any mechanic’s lien arises out of work performed or materials furnished to the Real Property, or any portion thereof, by or on behalf of Seller or Property Manager, on or prior to Closing, Seller shall promptly cause such mechanics’ or materialmen’ s lien to be promptly removed.

(5) Property Management.

(a) Seller represents that except for the contracts set forth in Schedule 5, CBRE, Inc. or an Affiliate thereof (“Property Manager”) manages the Real Property on behalf of Seller pursuant to a written agreement and all service contracts with respect to the Real Property have been entered into by Property Manager and not by Seller. Seller has made available to Purchaser complete, executed copies of each of the contracts set forth in Schedule 5 in Sections 2.4.2, 2.4.2.1 through 2.4.2.72, 2.27.2, and 9.38 of the Data Room.

(b) Seller represents that Seller does not have any ownership and/or financial control relating to Property Manager or its Affiliate(s), does not have any common management with Property Manager or its Affiliate(s), does not have any interrelation of operations with Property Manager or its Affiliate(s), and does not have any control over the labor relations of Property Manager or its Affiliate(s).

(6) Litigation. Other than as set forth on Schedule 4 attached hereto (and as more fully described in Sections 6.4.1 and 6.4.2 of the Data Room) (the “Pending Litigation”), there are no litigation or other proceedings pending or, to Seller’s Knowledge, threatened, against or involving the Property Assets (provided such representation excludes any NJRCEV Litigation). Seller has no Knowledge of any NJRCEV Litigation.

(7) Collective Bargaining Agreement and Benefit Plans.

(a) Seller represents that (i) it is not a party to any outstanding employment or consulting agreement or change in control contract with any Person employed at and/or affecting the Real Property; and (ii) it is not party to any collective bargaining agreement, memoranda of understanding, appendices or other agreements or understandings governing the terms or conditions of employment of any Person working at and/or affecting the Real Property.

(b) Notwithstanding Section 4(A)(7)(a) above, Purchaser acknowledges and agrees that Property Manager is a party to a certain Collective Bargaining Agreement with the International Union of Operating Engineers, Local 68-68A-68B (the “CBA”), a copy of which has previously been provided to Purchaser in Section 5.1 of the Data Room, with respect to certain employees of Property Manager at the Real Property (the “CBA Employees”). In the event Purchaser enters into a new property management agreement (in its sole discretion) with Property Manager for Property Manager’s services at the Real Property, it is likely that on site Property Manager employees who would perform duties substantially similar to duties performed by such CBA Employees will be subject to such CBA.

(c) With respect to any employee of Seller working at the Real Property (whether classified as an employee or independent contractor), neither Seller nor any Affiliate of Seller within the meaning of Section 414(b), (c), (m) or (o) of the Code (“ERISA Affiliate”) has ever sponsored, maintained, administered, participated in, contributed to, or had any obligation to contribute to, or liability relating to (i) any “multiemployer plan” (as defined in Section 3(37) of ERISA), or (ii) any other plan or arrangement (written or oral) that provides for retiree medical, health or life insurance or other retire welfare benefits to any Person, except as may be required under Section 4980B of the Code or similar law, for which Purchaser could be liable as a transferee, successor or otherwise with respect to the Property Assets.

(8) Taxes Liens. Except for statutory liens of real estate taxes not yet due and payable, there are no security interests on any Property Assets that may arise in connection with any failure (or alleged failure) of Seller to pay any Tax.

(9) Consents and Permits. Seller is not and will not be required to make any filing with or give any notice to, or to obtain any consent from, any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated by this Agreement (provided this representation does not include any filings that will be needed to be made by Purchaser in connection with the transfer of any licenses and permits from Seller to Purchaser). Sections 1.11.1, 2.20, 4.10, 8, 9.38, 11.5, 11.6 and 11.7.2 of the Data Room include all material governmental licenses and permits required for Seller’s ownership and use of the Property Assets but do not include any licenses and permits required to be maintained by NJRCEV in connection with the solar field.

(10) Compliance With Laws.

(a) Except as disclosed in the Environmental Report or Purchaser’s Property Condition Report, Seller is in compliance with all Legal Requirements applicable to Seller’s ownership and use of the Property Assets other than any non-compliance that would not materially adversely affect Seller’s ownership or use of the Property Assets as a data facility. To Seller’s Knowledge, no event has occurred, and no condition or circumstance exists, that (with or without notice or lapse of time) could reasonably constitute or result directly or indirectly in a violation by Seller of, or a failure on the part of Seller to comply with, any Legal Requirement other than any non-compliance that would not materially adversely affect Seller’s ownership or use of the Property Assets as a data facility.

(b) Seller has not received any written notice from any governmental entity or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement that has not been corrected.

(c) Seller is not subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule, regulation or other provision that has or is expected in the future to have a material adverse effect on the Property Assets.

(11) No Undisclosed Liabilities. Seller does not have any liability or obligation, whether absolute, accrued, contingent or otherwise, relating to the Property Assets for which Purchaser would be liable after Closing, other than (i) liabilities or obligations that Purchaser is expressly assuming through Seller’s assignment to Purchaser of its right, title and interest in the Solar Agreements, the Interconnection Agreement and the Forest Plan, (ii) as disclosed in the Survey and Title Commitment, and (iii) as set forth in the Transition Agreement. For the avoidance of doubt, this representation is not intended to address Seller’s Knowledge of liabilities or obligations which are Environmental Events, which are covered in Section 6 of this Agreement.

(12) Agreements.

(a) With respect to the ongoing operation of the Property Assets by Purchaser, except (i) for the maintenance and/or service contracts relating to the Property Assets posted in Sections 2.4.2.1 through 2.4.2.74 of the Data Room, substantially all of which were reflected in the 18 months of operating expense data provided by Seller to Purchaser, (ii) for the Interconnection Agreement posted in Section 9.41 of the Data Room, (iii) for the Forest Plan posted in Sections 8.1.1, 8.1.4 and 8.1.5 of the Data Room, or (iv) for other agreements listed on Schedule 5, there are no agreements necessary to operate the Property Assets in the manner operated by Seller during the 18 months prior to Closing. Seller has posted true and correct copies of the Solar Agreements in Section 9 of the Data Room. Seller has posted true and correct copies of contracts relating to the design, build, repair and maintenance of the Property Assets in Section 2.4.2.74, 2.6.2, 2.82, 2.4.2.73 and 11.7.1 through 11.7.8 of the Data Room. Seller represents that all design, build, repair and maintenance contracts, books and Records that affect or pertain to the Property Assets are located on site at the Property in the Engineers Room—room 167, the Critical Systems Managers office—room 158 or the historical storage—room 150, and that Seller has posted a true and correct copy of the Structuretone contract in Section 2.4.2.74 of the Data Room and true and correct copy of the JB&B design plans in Section 2.6.2 of the Data Room.

(b) Seller has made available to Purchaser true and complete copies of each of the Solar Agreements, the Development Agreement, the Developer’s Agreements, the EWMUA Resolution, the Forest Plan, the Second EWMUA Resolution, the Interconnection Agreement and any and all amendments thereto, as set forth in Sections 9.1, 9.2, 9.3, 9.4, 9.6 and 9.43 of the Data Room. Each of the Solar Agreements, the Developer’s Agreements, the Interconnection Agreement, the Forest Plan and the Second EWMUA Resolution is in full force and effect, and is enforceable by the Seller in accordance with its terms. Seller is not in default under the Solar Agreements, the Developer’s Agreements, the Interconnection Agreement, the Forest Plan, the EWMUA Resolution or the Second EWMUA Resolution and to Seller’s Knowledge, no event has occurred, and no circumstance or condition exists that reasonably could (with or without notice or lapse of time) (1) result in a violation or breach of any of the provisions of the Solar Agreements, the Developer’s Agreements, the EWMUA Resolution, the Forest Plan, the Second EWMUA Resolution or the Interconnection Agreement, (2) give any Person the right to declare a default or exercise any remedy or hinder the Solar Agreements, the Developer’s Agreements, the EWMUA Resolution, the Second EWMUA Resolution, the Interconnection Agreement or the Forest Plan, (3) give any Person the right to accelerate the maturity or performance of the Solar Agreements, the Developer’s Agreements, the EWMUA Resolution, the Second EWMUA Resolution, the Interconnection Agreement or the Forest Plan, or (4) give any Person the right to cancel, terminate or modify the Solar Agreements, the Developer’s Agreements (provided that per the Second EWMUA Resolution, Seller has satisfied the EWMUA Developer’s Agreement and paragraph 25 of the Developer’s Agreement), the Interconnection Agreement or the Forest Plan.

(c) All of the obligations of Seller and NJRCEV under the Development Agreement have been satisfied and the Development Agreement has been terminated in accordance with its terms except for those provisions that specifically survive the termination of the Development Agreement. Seller is not in default under the surviving provisions of the Development Agreement and to Seller’s Knowledge, no event has occurred, and no circumstance or condition exists that reasonably could (with or without notice or lapse of time) (1) result in a violation or breach of any of the surviving provisions of the Development Agreement, or (2) give any Person the right to declare a default or exercise any remedy under the surviving provisions of the Development Agreement.

(13) Title to the FF&E and the Intangible Property. Seller owns good and marketable title to the FF&E and the Intangible Property, free and clear of any encumbrances.

(14) OFAC. Seller:

(a) is not a Person or entity on the list of “Specially Designated Nationals and Blocked Persons” administered by the United States Department of Treasury’s (“Treasury Department”) Office of Foreign Assets Control (“OFAC”), or a Person or entity named a terrorist by the Treasury Department or the United States Department of State, and is not otherwise the subject of any sanctions imposed by the United States;

(b) is not owned or controlled by any such Person or entity describe above in clause (a) above;

(c) with respect to this transaction, is not acting and will not act, directly or indirectly, for or on behalf of any Person, group, entity, or nation named by any Executive Order or the Treasury Department as a terrorist, “Specially Designated National and Blocked Person”, or other banned or blocked Person, entity, nation or transaction pursuant to any law, order, rule, or regulation that is enforced or administered by OFAC; and

(d) is not instigating or facilitating this transaction, directly or indirectly on behalf of, any such Person, group, entity or nation described above in clause (c).

B. Seller Indemnification.

(1) Obligations of Seller. Subject to the limitations contained in this Section 4(B), Seller shall indemnify, defend and hold harmless Purchaser and any Purchaser’s Indemnitee from and against any Losses (and, if applicable, reimburse Purchaser and any Purchaser’s Indemnitee for any Losses) incurred by Purchaser or any Purchaser’s Indemnitee as a result of or in connection with (collectively, “Section 4(B) Claims” and such indemnification pursuant to this Section 4(B), the “Section 4(B) Indemnification”):

(a) an inaccuracy or breach of any Section 4(A) Representation made by Seller (“Seller’s 4(A) Obligations”); provided that with respect to any Section 4(B) Indemnification for Losses incurred by Purchaser and any Purchaser Indemnitee as the result of a breach of Section 4(A)(4)(g), Purchaser shall first pursue against the Title Company, subject to the Seller’s obligation to pay or bond all amounts as set forth in Section 4(A)(4)(g);

(b) a breach or non-fulfillment of any covenant of Seller set forth in this Agreement (“Seller’s Obligations”); and

(c) any liability or obligation, including to a contract counterparty, arising out of the Solar Agreements, the Development Agreement, the Interconnection Agreement, the Developer’s Agreements, the EWMUA Resolution, the Second EWMUA Resolution or the Forest Plan arising out of the period prior to the Closing Date (the “Pre-Closing Contract Obligations”) or any post-closing obligations or liabilities, including to a contract counterparty, of the Developer’s Agreements, the EWMUA Resolution or the Second EWMUA Resolution (“Post-Closing Contract Obligations”).

(2) Survival. Section 4(B) Claims and Seller’s Section 4(B) Indemnification shall survive the Closing and shall continue in full force and effect after the Closing except as provided below:

(a) any claim for Losses made by Purchaser (or any Purchaser’s Indemnitee) relating to Seller’s 4(A) Obligations (other than (i) Section 4(A)(1) (Regarding Seller’s Authority), (ii) Section 4(A)(3) (EWMUA Payment), (iii) Section 4(A)(7) (Collective Bargaining Agreement/ERISA), (iv) Section 4(A)(11) (No Undisclosed Liabilities), (v) Section 4(A)(13) (Title to FF&E and Intangible Property), and (vi) Section 4(A)(14) (OFAC) which are addressed elsewhere in the subsection 4(B)(2)) shall expire if notice of such claim has not been asserted by Purchaser (or any Purchaser’s Indemnitee) to Seller on or before eighteen (18) months after the Closing Date (notwithstanding the foregoing, with respect to any Section 4(B) Claims for Losses incurred as the result of Seller’s breach of Section 4(A)(4)(g), Purchaser shall first pursue against the Title Company, subject to the Seller’s obligation to pay or bond all amounts as set forth in Section 4(A)(4)(g));

(b) any claim for Losses arising out of Seller’s fraud or intentional misrepresentation with respect to this Agreement and the exhibits and schedules hereto shall survive for the applicable statute of limitations with respect thereto;

(c) any claim for Losses by the Purchaser (or any Purchaser’s Indemnitee) relating to any inaccuracy in or breach of any of the representations and warranties made by the Seller under Section 4(A)(1) (Regarding Seller’s Authority), Section 4(A)(3) (EWMUA Payment), Section 4(A)(7) (Collective Bargaining Agreement/ERISA), Section 4(A)(13) (Title to FF&E and Intangible Property), Section 4(A)(14) (OFAC), shall survive for the applicable statute of limitations with respect thereto;

(d) any claim for Losses by Purchaser (or any Purchaser Indemnitee) relating to any inaccuracy or breach of any of the representations and warranties made by the Seller under Section 4(A)(11) (No Undisclosed Liabilities) shall expire if notice of such claim has not been asserted by Purchaser (or any Purchaser’s Indemnitee) to Seller on or before six (6) months after the Closing Date; and

(e) any claim for Losses by Purchaser (or any Purchaser Indemnitee) arising out of the Pre-Closing Contract Obligations, the Post-Closing Contract Obligations and the Seller’s Obligations shall survive for the applicable statute of limitations with respect thereto.

(3) Indemnity Payments. If it is finally determined by a court of competent jurisdiction or by means of alternative dispute resolution mutually agreed to by Seller and Purchaser, or Seller otherwise agrees, that Seller is obligated to Purchaser or any Purchaser’s Indemnitee for a Section 4(B) Claim timely asserted before the expiration of the applicable survival period set forth in Section 4(B)(2)(a) through Section 4(B)(2)(e) above, then subject to the limitations set forth in Section 4(B)(4) and Section 4(B)(5) below, Seller shall promptly pay the amount owed to Purchaser or any Purchaser’s Indemnitee by wire transfer of immediately available funds to the bank and account specified by Purchaser or any Purchaser’s Indemnitee in writing.

(4) Limitations on Seller’s Indemnification Obligations.

(a) Except as provided below, Purchaser (and any Purchaser’s Indemnitee) may not assert any Section 4(B) Claim for a Section 4(B) Indemnification unless and until the aggregate amount of all such Losses for Purchaser’s Section 4(B) Indemnification claims exceeds Three Hundred Fifty Thousand and No/100 Dollars ($350,000) (the “Basket Amount”); it being acknowledged that upon the Basket Amount being exceeded, Seller shall be responsible for payment of all Losses (for which Purchaser is entitled to Section 4(B) Indemnification) from the first dollar of such Losses (including the Basket Amount) of Purchaser or any Purchaser’s Indemnitee, subject to the conditions set forth herein and the limitations set forth in Section 4(B)(2) above and Section 4(B)(4)(b), Section 4(B)(4)(c) and Section 4(B)(5) below. Notwithstanding the foregoing, Purchaser shall not be required to exceed the Basket Amount to obtain a Section 4(B) Indemnification for Losses with respect to the Pending Litigation, Section 4(A)(1) (Regarding Seller’s Authority), Section 4(A)(3) (EWMUA Payment), Section 4(A)(7) (Collective Bargaining Agreement/ERISA), Section 4(A)(11) (No Undisclosed Liabilities), Section 4(A)(13) (Title to FF&E and Intangible Property), Section 4(A)(14) (OFAC), Pre-Closing Contract Obligations, the Post-Closing Contract Obligations, Seller’s Obligations or for Section 4(B) Claims for which Purchaser is entitled to indemnification pursuant to Section 4(B)(2)(b) (fraud claims).

(b) Seller shall have no liability for any Losses of Purchaser or any Purchaser’s Indemnitee for any Section 4(B) Claims to the extent the aggregate amount of all such Losses exceeds Ten Million and no/100 Dollars ($10,000,000) (the “Liability Cap”); provided that (i) Seller shall have no liability for Losses of Purchaser or any Purchaser Indemnitee for any Section 4(B) Claims with respect to a breach of Section 4(A)(11) (No Undisclosed Liabilities) to the extent the aggregate amount of all such Losses exceed $1,000,000 (the “4(A)(11) Liability Cap”) and (ii) the Liability Cap shall not apply to Losses with respect to the Pending Litigation, Section 4(B) Claims for which Purchaser is entitled to Section 4(B) Indemnification pursuant to Section 4(B)(2)(b) (fraud claims), Pre-Closing Contract Obligations, the Post-Closing Contract Obligations and Seller’s Obligations.

(c) Notwithstanding anything to the contrary set forth herein, the amount of any Losses for which Purchaser (or any Purchaser’s Indemnitee) shall be entitled to Section 4(B) Indemnification shall be reduced and offset by the amount of any insurance proceeds or title insurance proceeds received by Purchaser (or any Purchaser’s Indemnitee) or amounts received by Purchaser (or any Purchaser’s Indemnitee) in connection with indemnification by third parties from the incurrence of, or payment of amounts relating to, such Losses.

(5) Sole Remedy. The right of Purchaser and Purchaser Indemnities pursuant to a Section 4(B) Indemnification, a Section 6 Indemnification or a Section 7 Indemnification shall be Purchaser’s and the Purchaser Indemnities’ sole and exclusive remedy for any breach of the representations and warranties made by Seller in this Agreement. In no event shall this Section 4(B)(5) limit Purchaser’s remedies set forth in the Transition Agreement, the Tax Indemnity or other ancillary transaction agreements.

C. Purchaser’s Representations and Warranties; Indemnification. Purchaser hereby represents and warrants to Seller as of the date hereof (collectively, the “Section 4(C) Representations”):

(1) Regarding Purchaser’s Authority.

(a) Organization. Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser has the power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement.

(b) Authority. Purchaser has all requisite power and authority to enter into this Agreement and to perform all of the obligations to be performed by it hereunder. The individual executing this Agreement has the legal power, right and actual authority to bind Purchaser to the terms and conditions hereof. This Agreement is a valid and binding obligation of Purchaser, enforceable in accordance with its terms, subject to general principles of equity and to bankruptcy, insolvency, reorganization, moratorium or other similar laws presently or hereafter in effect affecting the rights of creditors or debtors generally; does not conflict with any provision of any law or regulation to which Purchaser is subject, conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of any agreement or instrument to which Purchaser is a party or by which Purchaser is bound or any order or decree applicable to Purchaser, or result in the creation or imposition of any lien on any of Purchaser’s assets or property; and Purchaser has obtained all consents, approvals, authorizations or orders of any court or governmental agency or body, and any other entity or Person if any, required for the execution, delivery and performance by Purchaser of this Agreement.

(2) Regarding Purchaser’s Independent Investigation.

(a) Purchaser has conducted examinations, inspections, testing, studies and investigations, engaged in one discussion with officials of the EWMUA, and has examined certain facts, circumstances, and matters relating to the Property Assets (including the physical condition and use, availability and adequacy of utilities, access, zoning, compliance with applicable laws, environmental conditions, engineering and structural matters), title and survey matters, and certain other matters it deems necessary or appropriate for purposes of consummating this transaction (collectively, “Due Diligence”); provided, however, that Purchaser’s right to indemnification, reimbursement or other remedy based on Seller’s representations, warranties, covenants or obligations in this Agreement shall not be affected by the Due Diligence. Purchaser acknowledges that Purchaser has been given a full access to the materials posted in the Data Room and the opportunity to inspect and investigate each and every aspect of the Property Assets, either independently or through agents of Purchaser’s choosing.

(b) PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING, SELLER WILL SELL AND CONVEY TO PURCHASER, AND PURCHASER WILL ACCEPT THE PROPERTY ASSETS, “AS IS, WHERE IS,” WITH ALL FAULTS AS OF THE CLOSING DATE, EXCEPT FOR AND SUBJECT TO SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH HEREIN.

(3) OFAC. Purchaser:

(a) is not a Person or entity on the list of “Specially Designated Nationals and Blocked Persons” administered by the Treasury Department of OFAC or a Person or entity named a terrorist by the Treasury Department or the United States Department of State, and is not otherwise the subject of any sanctions imposed by the United States;

(b) is not owned or controlled by any such Person or entity describe above in clause (a) above;

(d) is not instigating or facilitating this transaction, directly or indirectly on behalf of, any such Person, group, entity or nation described above in clause (c).

D. Purchaser Indemnification.

(1) Obligations of Purchaser. Subject to the limitations contained in this Section 4(D), Purchaser shall indemnify, defend and hold harmless Seller and any Seller’s Indemnitee from and against any Losses (and, if applicable, reimburse Seller and any Seller’s Indemnitee for any Losses) incurred by Seller or any Seller’s Indemnitee as a result of (a) a breach of Section 4(C) Representations (“Purchaser’s 4(C) Obligations”), (b) a breach of Purchaser’s obligation to Seller pursuant to Section 10 and Section 11 hereof (“Purchaser’s Section 10 and Section 11 Obligations”) and (c) any claim by a third-party arising out of the Purchaser’s ownership, use, leasing or operation of the Property Assets, including without limitation, the Solar Agreements, on or after the Closing Date (“Purchaser’s Post Closing Obligations” and together, with the Purchaser’s 4(C) Obligations, Purchaser’s Section 10 and Section 11 Obligations, collectively, the “Section 4(D) Claims” and such indemnification, the “Section 4(D) Indemnification”).

(2) Survival. Section 4(D) Claims and the Section 4(D) Indemnification shall survive the Closing and shall continue in full force and effect after the Closing for the applicable statute of limitations with respect thereto.

(3) Indemnity Payments. If it is finally determined by a court of competent jurisdiction or by means of alternative dispute resolution mutually agreed to by Purchaser and Seller, or Purchaser otherwise agrees, that Purchaser is obligated to Seller (or any Seller’s Indemnitee) for Section 4(D) Indemnification then subject to the limitations set forth in Section 4(D)(4) below, Purchaser shall promptly pay the amount owed to Seller (or any Seller’s Indemnitee) by wire transfer of immediately available funds to the bank and account specified by Seller (or any Seller’s Indemnitee) in writing.

(4) Limitations on Purchaser’s Indemnification Obligations.

(a) Purchaser shall have no liability for any Losses of Seller or any Seller’s Indemnitee for any Section 4(D) Claims to the extent the aggregate amount of all Losses exceeds the Liability Cap provided that the Liability Cap shall not apply to Purchaser’s Section 10 and Section 11 Obligations or Purchaser’s Post Closing Obligations.

(b) Notwithstanding anything to the contrary set forth herein, the amount of any Losses for which Seller (or any Seller’s Indemnitee) shall be entitled to Section 4(D) Indemnification shall be reduced and offset by the amount of any insurance proceeds or title insurance proceeds received by Seller (or any Seller’s Indemnitee) or amounts received by Seller (or any Seller’s Indemnitee) in connection with indemnification by third parties from the incurrence of, or payment of amounts relating to, such Losses.

E. Claims. (1) In the event that either the Purchaser, Purchaser’s Indemnitees, Seller or the Seller’s Indemnitees (a “Claimant”) seeks to exercise its rights to obtain indemnification for a Section 4(B) Claim or Section 4(D) Claim hereof (an “Indemnified Loss”), Claimant shall deliver a notice (the “Indemnification Demand”) to the indemnifying party (“Respondent”): (x) stating, if known, the amount of Indemnified Losses and (y) specifying in reasonable detail, to the extent known, the individual items included in the claimed Indemnified Losses.

(2) Respondent shall, within thirty (30) days after its receipt of the Indemnification Demand deliver a written notice to Claimant stating either that (a) Respondent agrees it is liable for the claimed Indemnified Losses, or (b) objecting in reasonable detail to such claim. If Respondent shall agree to be liable for the Indemnified Losses, Respondent shall promptly pay Claimant the amount of the claimed Indemnified Losses in accordance with Section 4(B) or 4(D), as applicable. If Respondent shall fail to respond within such thirty (30) day period, Respondent shall be deemed to have objected to such claim.

(3) In case Respondent shall object (or be deemed to have objected) to any claim or claims by Claimant in an Indemnification Demand, Respondent and Claimant shall attempt in good faith for a period of thirty (30) days commencing on the date of such objection (or deemed objection) to agree upon the rights of the respective parties with respect to each of such claims. If the parties should so agree, the claims set forth in the Indemnification Demand shall be modified as necessary to reflect such agreement, and the Respondent shall pay to Claimant the amount reflected in such agreement.

(4) If no such agreement can be reached after good faith negotiation, either party may, by written notice to the other, demand arbitration of the matter (a “Dispute”). Any Dispute shall be determined by final and binding, confidential arbitration by the American

Arbitration Association (the “AAA”) before a panel of three arbitrators, unless the parties otherwise agree to the use of a single arbitrator, in accordance with its then-existing Commercial Arbitration Rules, and the arbitrators shall be selected in accordance with such AAA rules. Any arbitration hereunder shall be governed by the United States Arbitration Act, 9 U.S.C. 1-16 (or any successor legislation thereto), and judgment upon the award rendered by the arbitrator may be entered by any state or federal court having jurisdiction thereof. Unless otherwise agreed by the parties, any arbitration hereunder shall be held at a neutral location selected by the arbitrator in New York, New York. The parties agree that the arbitrators shall have the power to award damages and preliminary or permanent injunctive relief. The arbitrator shall specifically have the power to award to the prevailing party such party’s costs and expenses incurred in such arbitration, including fees and costs paid to the arbitrator. The arbitrators shall be governed by and shall apply the substantive law of the State of New Jersey in making their award.

(5) Subject to the arbitrators’ award of costs to the prevailing party, Claimant shall pay the compensation and expenses of the arbitrator named by or for it, Respondent shall pay the compensation and expenses of the arbitrator named by or for it, and Claimant and Respondent shall each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must be neutral parties who have never been officers, directors or employees of, or otherwise affiliated in any material respect with, the parties or any of their Affiliates. Each of the three arbitrators must have not less than ten (10) years’ experience with respect to real estate transactions.

(6) Notwithstanding anything to the contrary herein, if the parties cannot mutually agree upon the settlement of a claim, each of parties shall be deemed to have waived such claim (and any right to collect from the other party with respect to such claim), unless the Claimant initiates an arbitration proceeding or brings a court action with respect to such claim on or prior to the date that is twelve (12) months after the Indemnification Demand.

F. Tax Treatment. The parties hereto hereby agree that any indemnification payments made pursuant to this Agreement shall be treated for tax purposes as adjustments to the Purchase Price unless otherwise required by applicable Legal Requirement.

SECTION 5

TITLE TO THE REAL PROPERTY:

CONDITIONS OF TITLE; TITLE INSURANCE;

PERMITTED EXCEPTIONS

A. Condition of Title.

(1) Permitted Exceptions. Seller shall cause the Property Assets to be sold, and title to the Real Property conveyed, subject only to the matters set forth on Schedule 1 (the matters listed on Schedule 1 are sometimes referred to hereinafter as the “Permitted Exceptions”).

(2) Title. It shall be a condition to Closing that title to the Real Property shall be good and marketable and that the Title Company shall be prepared to issue an owner’s policy of title insurance in the form of the Pro Forma Title Policy in the amount of the Base Purchase Price (the “Title Policy”), subject only to the Permitted Exceptions and the payment by Purchaser of the Premium to the Title Company.

B. Title Insurance.

(1) Title Policy. Nothing herein shall require Purchaser to purchase the Title Policy from the Title Company.

(2) Title Exceptions. Purchaser shall be deemed to have accepted the state of title to the Real Property set forth in the Pro Forma Title Policy and Survey (or any updates thereto received by Purchaser) or which should have been included in the Pro Forma Title Policy and to have waived any claims or defects which it might otherwise have raised with respect to the matters reflected therein and the same shall be deemed to be Permitted Exceptions for all purposes of this Agreement.

(3) Purchaser’s Costs. Purchaser shall pay the costs of examination of title, as well as all other title charges (including the Premium), survey fees for any surveys obtained by Purchaser and, except as set forth herein, any and all other costs or expenses incident to the Closing and the recordation of the Deed. The cost of title insurance shall be paid as provided in Section 3(H)(1).

SECTION 6

ENVIRONMENTAL

A. Indemnification. Subject to the limitations set forth in this Section 6, Seller shall indemnify, reimburse and hold harmless Purchaser from and against any liability, obligation, investigation costs, remediation costs and expenses or Losses, including reasonable legal fees and expenses (collectively, “Environmental Losses” and such indemnification and reimbursement obligations, the “Section 6 Indemnification”) to which such Purchaser may become subject as a result of, or based upon or arising out of, (i) any Environmental Claim relating to the Real Property, (ii) a breach of Seller’s Section 6(B) Representations or (iii) the Release of Hazardous Substances or the Threat of Release of Hazardous Substances at, on, under, or migrating from the Real Property or at any other property that may have received Hazardous Substances from the operation of Seller’s business at the Real Property, in each case, the events referenced in clauses (i) through (iii) are limited to Environmental Claims, Release of Hazardous Substances, Threat of Release of Hazardous Substances relating to facts, conditions or circumstances occurring prior to the Closing Date (collectively, an “Environmental Event”). In no event shall (x) “Environmental Losses” include diminution in value of the Property Assets or (y) “Environmental Event” include any event described in clauses (i) through (iii) of this Section 6(A) that (AA) is caused or created by NJRCEV in connection with the operation of the solar field located on the portion of the Real Property demised to NJRCEV pursuant to the Solar Lease (the “Solar Field”) or (BB) is related to lead paint or asbestos.

B. Environmental Representations. Except as set forth in the Environmental Reports:

(1) To Seller’s Knowledge, for the period commencing ten (10) years prior to the Closing Date, Seller has been in material compliance with all applicable Environmental Laws with respect to Seller’s ownership and operation of the Property Assets, including holding all material Licenses and Permits required under Environmental Laws for the operation of the Property Assets, and has been in material compliance with the terms and conditions of any of such Licenses and Permits; provided that Seller’s representation in this clause (1) does not include NJRCEV’s construction or operation of the Solar Field.

(2) Seller has not received any Environmental Claim or any threatened Environmental Claim that alleges that Seller is not in compliance with any Environmental Law with respect to the Property Assets or that alleges that Seller is responsible for environmental cleanup or remediation with respect to the Property Assets or any other property that may have received waste from Seller’s operation of the Property Assets.

(3) There has not been a Release or to Seller’s Knowledge, there has not been a Threat of Release of any Hazardous Substance (whether lawfully or unlawfully) at the Real Property during Seller’s ownership or any prior ownership which has or will require reporting to any governmental authority or which has or is reasonably likely to require investigation or remediation pursuant to applicable Environmental Law, excluding any such Releases that have been fully resolved with no further liability or obligation on the part of Seller or which are not reasonably expected to be material.

(4) To Seller’s Knowledge, no activity has been undertaken at the Real Property by Seller or any other Person which would require Seller or Purchaser to obtain a hazardous waste treatment, storage or disposal permit pursuant to the federal Resource Conservation or Recovery Act, 42 U.S.C. §§ 6901, et seq., or analogous New Jersey law, provided, that for purpose of clarification, such a permit does not include an identification number that is required by Persons who generate and dispose of hazardous waste at off-site facilities.

(5) To Seller’s Knowledge, no hazardous waste is being stored at the Real Property other than as scheduled in Schedule 12 (provided that no representation is made with respect to the land underlying the Solar Lease).

(6) Seller is not subject to any order, judgment or decree pursuant to applicable Environmental Law or with respect to Hazardous Substances with respect to the Real Property.

(7) The sale of the Real Property pursuant to this Agreement is not subject to ISRA.

(8) The representations and warranties set forth in this Section 6(B) (collectively, the “Section 6(B) Representations”) are Seller’s sole and exclusive representations and warranties with respect to environmental matters concerning the Real Property.

C. Limitation on Indemnification.

(1) Purchaser shall take all reasonable commercial actions to mitigate its Environmental Losses with respect to any claims for a Section 6 Indemnification.

(2) Purchaser shall give Seller prompt written notice of any possible Environmental Event and the basis for Purchaser reasonably believing the same occurred prior to the Closing Date and if it occurred prior to the Closing Date, was not caused by NJRCEV (“Section 6 Notice”). Purchaser’s Section 6 Notice shall include copies of all environmental reports and studies with respect to the specific Environmental Event. Seller shall, within twenty (20) days of the receipt of such Section 6 Notice, notify Purchaser whether Seller elects to control and perform the remediation of such Environmental Event (a “Section 6 Response”); provided that Seller shall be given such access to the Real Property as Seller deems reasonably necessary to confirm the validity of the Section 6 Notice and the possible Environmental Event. In the event that in such Section 6 Response Seller declines to control the remediation activities or fails to timely deliver a Section 6 Response, Purchaser shall retain control and responsibility for performing the recommended remediation, subject to Seller’s obligations under this Section 6. If Seller elects to control and perform the remediation activities in a timely delivered Section 6 Response, Purchaser shall allow Seller and Seller’s contractors and employees such access to the Real Property to undertake and complete such remediation, as Seller’s cost. Notwithstanding the foregoing, if during the course of the remediation, it is reasonably determined that such Environmental Event occurred on or after the Closing Date or was caused by NJRCEV, Purchaser shall reimburse Seller for the reasonable out of pocket costs and expenses incurred to such date by Seller and substantiated by Seller as reasonably necessary to meet the requirements of applicable Environmental Laws, agency directive or order or judicial order or decree and Seller shall transition such remediation work to Purchaser.

(3) Any remediation of an Environmental Event (whether undertaken by Seller or Purchaser) shall implement the lowest cost remedial action that (i) is consistent with the use of the Real Property as a commercial business, including, if necessary, accepting institutional or engineering controls and (ii) does not unreasonably interfere with Purchaser’s or any tenant’s operations at the Real Property.

(4) (a) Notwithstanding anything to the contrary contained herein,

(i) Except as provided below, Purchaser (and any Purchaser’s Indemnitee) may not make any claim for a Section 6 Indemnification unless and until the aggregate amount of all such Environmental Losses for which Purchaser is entitled to Section 6 Indemnification from Seller exceed Five Hundred Thousand and No/100 Dollars ($500,000) (the “Environmental Basket Amount”); it being acknowledged that upon the Environmental Basket Amount

being exceeded, Seller shall be responsible for payment of all Environmental Losses (for which Purchaser is entitled to Section 6 Indemnification from Seller) from the first dollar of such Environmental Losses (including the Environmental Basket Amount) of Purchaser or any Purchaser’s Indemnitee, subject to the limitations set forth in this Section 6 (including without limitation, the Environmental Cap and the survival period set forth in Section 6(D);

(ii) Seller shall not be responsible Environmental Losses (including remediation) to the extent that such Environmental Losses (i) result from a change in Environmental Law after the Closing Date, including a revision to remediation or cleanup standards with respect to individual Hazardous Substances that occurs after the Closing Date, (ii) are acerbated as the result of the negligence, gross negligence or willful misconduct of Purchaser, its successors or assigns or any tenants, licensees, invitees, employees, contractors or agents of any of the foregoing, or (iii) Purchaser fails to satisfy Sections 6(C)(1) and (2) hereof;

(iii) Seller shall have no liability for any Environmental Losses (including, without limitation Section 6 Indemnification) under this Section 6 to the extent the aggregate amount of all such indemnification costs and Environmental Losses exceeds Twenty Million and no/100 Dollars ($20,000,000) (the “Environmental Cap”); and

(iv) the amount of any Environmental Losses for which Purchaser shall be entitled to indemnification pursuant to this Section 6 and the Environmental Cap shall be reduced and offset by the amounts paid by Seller in connection with any remediation work actually performed by Seller (and its contractors and consultants), by the amount of any insurance proceeds received by Purchaser or by amounts received by Purchaser in connection with indemnification by third parties from the incurrence of, or payment of amounts relating to, such Environmental Losses.

(b) The parties hereto hereby agree that any indemnification payments made pursuant to this Agreement shall be treated for tax purposes as adjustments to the Purchase Price unless otherwise required by applicable Legal Requirement.

(5) Subject to the limitations set forth in this Section 6, Seller shall perform any remediation of an Environmental Event and defend any Environmental Event with respect to the period prior to the Closing Date by attorneys and other professionals selected by Seller and reasonably approved by the Purchaser; provided that Seller shall control the resolution of any claim or proceeding; provided further however, Seller shall not be responsible for the expense of additional separate counsel of Purchaser unless a conflict or potential conflict exists between such any Purchaser and Seller, and, provided further, that no compromise or settlement shall be entered without Purchaser’s consent, which consent shall not be unreasonably withheld, conditioned or delayed.

D. Survival. The provisions of this Section 6 shall expire if a Section 6 Notice has not been provided by Purchaser to Seller on the earlier of (i) the sale or transfer of the Real Property by Purchaser or (ii) sixty (60) months after the Closing Date.

SECTION 7

BROKER

Purchaser and Seller each represent and warrant to the other that it has not dealt with any broker, finder or other middleman or Person other than CBRE, Inc. (“Seller’s Broker”) and ▇▇▇▇▇ ▇▇▇▇ LaSalle (“JLL Broker”) with respect to this Agreement, the Atos Lease and the transactions contemplated hereby and thereby, and that no broker, finder, middleman or Person other than Seller’s Broker and JLL Broker, has the right to claim a commission, finder’s fee or other brokerage fee in connection with this Agreement or the transactions contemplated hereby. Seller shall pay Seller’s Broker in connection with the consummation of the transactions contemplated by this Agreement pursuant to a separate agreement between Seller and Seller’s Broker. Each party shall indemnify, protect, defend and hold the other party harmless from and against any costs, claims or expenses (including actual attorneys’ fees and expenses) arising out of the breach by the indemnifying party of any of its representations, warranties or agreements contained in this Section 7; provided that Purchaser shall indemnify Seller for any costs, claims or expenses (including actual attorneys’ fees and expenses) of JLL Broker owed by Purchaser with respect to this Agreement, the Atos Lease and the transactions contemplated hereby and thereby, and provided further that in no event shall Seller be obligated to indemnify Purchaser or Atos for costs, claims or expenses (including attorneys’ fees and expenses) of JLL Broker (such cross indemnifications made by Seller and Purchaser in this Section 7, subject to the exclusions therefrom, being the “Section 7 Indemnification”). The provisions of this Section 7 shall survive the Closing.

SECTION 8

COOPERATION

A. Cooperation. Each party agrees to reasonably cooperate with the other party hereto, its respective Affiliates and their respective representatives to carry out the reasonable purpose of this Agreement in connection with any litigation or proceedings with respect to the Property Assets, any tax audit, examination or challenge or similar proceeding; provided that the party requesting such cooperating shall reimburse the cooperating party for its reasonable third party costs and expenses in connection with such cooperation. Seller shall reasonably cooperate with Purchaser in connection with the assignment of all legally assignable and transferable Licenses and Permits to Purchaser and the application for a procurement of replacements of any non-transferable Licenses and Permits, provided that Purchaser reimburses Seller for its reasonable third party costs and expenses arising from such cooperation.

B. Survival. The provisions of this Section 8 shall survive the Closing.

SECTION 9

NOTICES

A. Addresses. Whenever any notice, demand or request is required or permitted hereunder, such notice, demand or request shall be made in writing and shall be sent by either (i) hand delivery, or (ii) a nationally recognized overnight courier service fully prepaid for next Business Day delivery addressed to the addressees (and individuals) set forth below with receipt acknowledged in writing:

As to Purchaser:

QTS Investment Properties East Windsor, LLC

▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇

Attention: Legal Department

With a copy to Purchaser’s Counsel:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Street LLP

▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq.

As to Seller:

McGraw Hill Financial, Inc.

▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

▇▇▇▇▇▇ ▇▇▇▇ Financial, Inc.

▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇-Poosh

With a copy to Seller’s Counsel:

Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP

▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Attn: ▇▇▇▇ ▇. Rock, Esq.

B. Receipt of Notices. Any notice, demand or request that shall be delivered to a party and its alternate addressee in the manner aforesaid shall be deemed sufficiently given to and received by such party for all purposes hereunder on the day of such hand delivery, or in the case of delivery by nationally recognized overnight courier service, the Business Day such notice, demand or request is delivered by such nationally recognized overnight courier service fully prepaid, to such party and its alternate addressee.

C. Refusal of Delivery. The inability to deliver any notice, demand or request because the party to whom it is properly addressed in accordance with this Section 9 refused delivery thereof or no longer can be located at that address shall constitute delivery thereof to such party.

D. Change of Address. Each party shall have the right from time to time to designate by written notice to the other parties hereto such other Person or Persons and such other place or places as said party may desire written notices to be delivered or sent in accordance herewith.

E. Attorney’s Signature. Notices and consents signed and given by an attorney for a party shall be effective and binding upon that party.

F. Survival. This Section 9 shall survive the Closing.

SECTION 10

EWMUA WORK

A. EWMUA Obligations. Notwithstanding anything to the contrary contained herein, Seller has disclosed to Purchaser in Sections 8.1.3, 8.1.6, and 8.1.7 of the Data Room that the Developer’s Agreements imposed certain continuing obligations upon Seller and the owner of the Real Property with respect to the required transfer of the Real Property from well water and wastewater disposal to municipal water and sewer (the “Transfer Work”). As part of the process of satisfying Seller’s obligations under the Developer’s Agreements, Seller obtained the EWMUA Resolution from the EWMUA which resolution set forth Seller’s obligations to satisfy the EWMUA Developer’s Agreement and certain provisions of the Developer’s Agreement. Purchaser has received and reviewed the Developer’s Agreements and the EWMUA Resolution and a copy of each (which with respect to the EWMUA Resolution is redacted with respect to the amount of EWMUA Payment) is in Section 11.7.3 of the Data Room. Purchaser is not assuming the Developer’s Agreements pursuant to this Agreement but will acquire the Real Property subject to the Developer’s Agreements as Permitted Exceptions.

B. Pre-Closing Work. In connection the EWMUA Resolution, the EWMUA, as applicant, obtained from the New Jersey Department of Environmental Protection (“NJDEP”) the permit referenced in the EWMUA Resolution (the “NJDEP Permit”) to connect the Property (including, without limitation, the cooling tower) to municipal water. A copy of the NJDEP Permit has been provided to Purchaser. Also in connection with the EWMUA Resolution, Seller paid the EWMUA Payment and performed the Transfer Work such that the Real Property was transferred from well water to municipal water and Seller received the Second EWMUA Resolution confirming Seller’s satisfaction of the obligations under the EWMUA Developer’s Agreement and paragraph 25 of the Developer’s Agreement. A copy of the Second EWMUA Resolution has been provided to Purchaser.

C. Easements.

(1) Purchaser acknowledges that the EWMUA Resolution requires four (4) easements be recorded against the Property in connection with the Transfer Work (the “EWMUA Easements”). A copy of three of such EWMUA Easements, each prepared by the EWMUA, has been provided to and approved by Purchaser (the missing EWMUA Easement being referred to as the “Undelivered Easement”). As of the date hereof, the EWMUA has not delivered the Undelivered Easement but it is intended to give the EWMUA the right to install additional drainage lines across such portion of the Real Property identified (approximately) in Exhibit D which location is acceptable to Purchaser. Upon the delivery by the EWMUA of the Undelivered Easement to Purchaser, Purchaser shall use commercially reasonable efforts to negotiate the Undelivered Easement with the EWMUA in good faith. Purchaser shall keep Seller reasonably informed of the status of the Undelivered Easement.

(2) To the extent any of the EWMUA Easements (including the Undelivered Easement) are not yet recorded against the Real Property, Purchaser shall cooperate to record such EWMUA Easements at Seller’s reasonable cost and expense. In the event Purchaser does not reasonably cooperate (as determined by the EWMUA), Purchaser shall indemnity Seller in connection with the Losses incurred by Seller in connection with such failure to cooperate.

D. Post Closing.

(1) Seller, in good faith, believes that at least one or more inspections of the Transfer Work will be required by the NJDEP and/or the EWMUA to close out the NJDEP Permit. Purchaser shall allow Seller and such inspectors access to the Real Property to complete such inspections and to perform such work with respect to the Transfer Work to comply with such inspections; provided that Seller shall use, and cause its inspectors to use, commercially reasonable efforts to not interfere with Purchaser’s operations on the Real Property and Seller shall give 3 days’ advance notice of the desire to make such inspections. Seller and Purchaser shall reasonably cooperate, at Seller’s cost, and at Purchaser’s written request, Seller shall use commercially reasonable efforts to obtain the Township’s acknowledgement that Seller’s obligations under the Developer’s Agreement have been satisfied (including petitioning the Township to adopt a resolution to such effect as set forth in the Developer’s Agreement).

(2) Upon close out of the NJDEP Permit and sign off of the above referenced inspections by the EWMUA (“Completion”), Seller, to the extent the same are assignable or can cause such warranties or guarantees to be assigned, shall assign or cause to be assigned to Purchaser on a non-exclusive basis, all warranties and guarantees and contracts relating to the improvements and the Property; provided, however, that Seller shall have the right to pursue any and all claims, demands, actions, losses and causes of action against the contractor, subcontractors and suppliers involved in or responsible for the Transfer, provided that Seller shall give prior written notice to Purchaser thereof, and Purchaser shall be permitted to join in any such actions. In addition, upon Completion, Seller shall deliver to Purchaser a complete set of drawings for the Transfer Work.

E. Survival. This Section 10 shall survive the Closing.

SECTION 11

ADDITIONAL REQUIREMENTS

A. Infrastructure Connections. From and after the Closing Date, Purchaser shall continue to dedicate the Infrastructure Connections and the Dedicated Conduit located on the Real Property to Seller for Seller’s exclusive use, subject to the terms of the Atos Lease. The Infrastructure Connections and the Dedicated Conduit (and any replacements thereto) shall continue to remain in their current location on the Real Property from and after the Closing Date at no additional cost to Seller or Atos for so long as Seller occupies the data center at the Real Property (either directly or indirectly through the Atos Lease, “Seller’s Occupancy”). The Atos Lease shall provide that Purchaser shall bear the sole cost and expenses of maintaining, repairing and replacing such Infrastructure Connections and the Dedicated Conduit (pursuant to Seller’s specifications) throughout Seller’s Occupancy and Purchaser shall not modify or waive the Atos Lease in an manner that would adversely affect Seller’s rights pursuant to this Section 11(A). If requested by Seller, Purchaser and Seller shall jointly execute a recordable memorandum evidencing such agreement, which either party may record in the real estate records against the Real Property.

B. Property Manager. Pursuant to the Transition Agreement, Seller shall maintain its written agreement with Property Manager with respect to the Property and at the end of the transition term under the Transition Agreement with respect the “CBRE services,” Seller shall modify its written agreement with Property Manager so as to (a) remove the Real Property from being subject to such written agreement and (b) cause Property Manager to no longer act as a property manager with respect to the Real Property and, to the extent that Purchaser in its sole discretion desires Property Manager to manage the Real Property after the end of such transition term, Purchaser may enter into a separate written agreement with Property Manager for the management therefor.

▇. ▇▇▇▇▇▇ County Easements. The proposed easements listed on Schedule 10 (the “County Easements”) were previously delivered by Seller to the ▇▇▇▇▇▇ County Attorney’s office (the “County Attorney”) for approval by the Board of Freeholders of ▇▇▇▇▇▇ County (the “BOF”); however as of the Closing, the BOF has not approved the County Easements. After the Closing Date, Seller will withdraw the County Easements from consideration by the BOF and Seller and Purchaser will reasonably cooperate to revise the County Easements to reflect the appropriate “grantee” or “grantees” as between Purchaser and Seller as the result of the Closing and resubmit the revised County Easements to the County Attorney for resubmittal to the BOF in accordance with the County’s Attorney’s and BOF’s standard procedures. In that regard, Seller and Purchaser shall utilize the services of Seller’s attorney, at Seller’s sole cost and expense.

D. Further Assurances. Each party agrees to reasonably cooperate with the other party hereto, its respective Affiliates and their respective representatives to (i) obtain the consent of JCP&L for the Assignment of Interconnection Agreement, and (ii) obtain the consents needed, if any, for the Assignment of Forest Plan. In addition, at Purchaser’s request, Seller shall reasonably cooperate and use commercially reasonable efforts to help Purchaser locate copies of plans, books, Records, files and reports pertaining to the maintenance, design and operations of the Property Assets.

E. Survival. The rights and obligations of Seller and Purchaser contained in this Section 11 shall survive the Closing Date for the period referenced in such section.

SECTION 12

GENERAL PROVISIONS

A. Amendment. No provision of this Agreement or of any documents or instrument entered into, given or made pursuant to this Agreement may be amended, changed, waived, discharged or terminated except by an instrument in writing, signed by the party against whom enforcement of the amendment, change, waiver, discharge or termination is sought.

B. Entire Agreement. This Agreement and the other documents delivered at the Closing as set forth in Section 3(D) and Section 3(E) hereof set forth the entire agreement and understanding of the parties in respect of the transactions contemplated by this Agreement, and supersede all prior agreements, arrangements and understandings relating to the subject matter hereof and thereof. No representation, promise, inducement or statement of intention has been made by Seller or Purchaser which is not embodied in this Agreement, or in the attached Exhibits or the written certificates, schedules or instruments of assignment or conveyance delivered pursuant to this Agreement, and neither Purchaser nor Seller shall be bound by or liable for any alleged representations, promise, inducement or statement of intention not therein so set forth.

C. No Waiver. No failure of any party to exercise any power given such party hereunder or to insist upon strict compliance by the other party with its obligations hereunder shall constitute a waiver of any party’s right to demand strict compliance with the terms of this Agreement.

D. Counterparts. This Agreement, any document or instrument entered into, given or made pursuant to this Agreement or authorized hereby, and any amendment or supplement thereto may be executed in two or more counterparts, and, when so executed, will have the same force and effect as though all signatures appeared on a single document. Any signature page of this Agreement or of such an amendment, supplement, document or instrument may be detached from any counterpart without impairing the legal effect of any signatures thereon, and may be attached to another counterpart identical in form thereto but having attached to it one or more additional signature pages. Any counterpart transmitted via email in format in portable document format (.pdf) shall be treated as originals for all purposes as to the parties so transmitting.

E. Costs and Attorneys’ Fees. If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement or any document or instrument entered into, given or made pursuant to this Agreement or authorized hereby or thereby (including, without limitation, the enforcement of any obligation to indemnify, defend or hold harmless provided for herein or therein), or because of an alleged dispute, default, or misrepresentation in connection with any of the provisions of this Agreement or of such document or instrument, the successful or prevailing party shall be entitled to recover actual attorneys’ fees, charges and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled.

F. Payments. Except as otherwise provided herein, payment of all amounts required by the terms of this Agreement shall be made in the United States and in immediately available funds of the United States of America which, at the time of payment, is accepted for the payment of all public and private obligations and debts.

G. Successors and Assigns. This Agreement shall be binding upon and insure to the benefit of the successors and permitted assigns of the respective parties hereto. No assignment of this Agreement, in whole or in part, shall be made without the prior written consent of the non-assigning parties (and shall not relieve the assigning party from liability hereunder) and any purposed assignment of this Agreement in contravention of the foregoing shall be null and void ab initio.

H. Applicable Law; Venue. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New Jersey without giving effect to the conflict of law rules and principles of that state. To the fullest extent permitted by law, the parties hereby unconditionally and irrevocably waive and release any claim that the law of any other jurisdiction governs this Agreement and this Agreement shall be governed and construed in accordance with the laws of the State of New Jersey. Except as provided in Section 4(E) hereof, to the maximum extent permitted by applicable law, any legal suit, action or proceeding against any of the parties hereto arising out of or relating to this Agreement shall be instituted in any federal or state court in New Jersey, and Purchaser and Seller hereby irrevocably submits to the exclusive jurisdiction of any such court in any such suit, action or proceeding. Purchaser and Seller hereby agree to venue in such courts and hereby waive, to the fullest extent permitted by law, any claim that any such action or proceeding was brought in an inconvenient forum. Each of the parties hereto irrevocably waives any trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.

I. Construction of Agreement. The language in all parts of this Agreement shall be in all cases construed simply according to its fair meaning and not strictly for or against any of the parties hereto. Headings at the beginning of sections of this Agreement are solely for the convenience of the parties and are not a part of this Agreement. When required by the context, whenever the singular number is used in this Agreement, the same shall include the plural, and the plural shall include the singular, the masculine gender shall include the feminine and neuter genders, and vice versa. As used in this Agreement, the term “Seller” shall include the respective permitted successors and assigns of Seller, and the term “Purchaser” shall include the permitted successors and assigns of Purchaser, if any. All times refer to the time in Trenton, New Jersey.

J. Severability. If any term or provision of this Agreement is determined to be illegal, unconscionable or unenforceable, all of the other terms, provisions and sections hereof will nevertheless remain effective and be in force to the fullest extent permitted by law.

K. Submission of Agreement. No agreement with respect to the purchase and sale of the Property Assets shall exist, and this writing shall have no binding force or effect, until this Agreement shall have been executed and delivered by Purchaser and by Seller.

L. Further Assurances. Purchaser and Seller agree to execute such instruments and take such further actions either before or after the Closing as may be reasonably necessary to carry out the provisions of this Agreement provided that no material additional cost or liability shall be created thereby.

M. Confidentiality. The parties each hereby agree that the provisions of this Agreement, all understandings, agreements and other arrangements between and among the parties, and all other non-public information received from or otherwise relating to, the Property Assets and this Agreement shall be confidential, and shall not be disclosed or otherwise released to any other Person (other than another party hereto, such party’s Affiliates or Atos, provided Atos shall agree to be bound by the confidentiality provisions of this Agreement), without the written consent of the other parties, as applicable. The obligations of the parties hereunder shall not apply to: (a) the extent that the disclosure of information otherwise determined to be confidential is required by applicable law, or by any regulations or securities exchange listing rules applicable to such party or its Affiliates, (b) the disclosure of confidential information to any financial advisors, other professional advisors, shareholders, investors and lenders (both actual and potential) of a party who agree to hold confidential such information substantially in accordance with this Section 11(M) or who are otherwise bound by a duty of confidentiality to such party; and (c) such disclosures as may be contained in Section 11(N) hereof.

N. Public Announcements. If the Purchaser determines that a public announcement with respect to this Agreement and the Property Assets (collectively, the “Subject Matter”) is necessary, the parties agree the Purchaser will draft the announcement for review and reasonable pre-approval by the Seller. Upon the reasonable approval by Seller the release of the public announcement regarding the Subject Matter, no further public announcement regarding the Subject Matter shall be made by the parties at any time without mutual approval, except to the extent required by law or the regulations of the United States Securities and Exchange Commission.

O. Memorandum of Contract. The parties hereto agree that this Agreement shall not be recorded.

P. No Third Party Beneficiary. It is specifically understood and agreed that no Person shall be a third party beneficiary under this Agreement, and that none of the provisions of this Agreement shall be for the benefit of or be enforceable by anyone other than the parties hereto and their assignees, and that only the parties hereto and their permitted assignees shall have rights hereunder.

Q. Binding Agreement. Subject to the foregoing limitations, this Agreement shall extend to, and shall bind, the respective heirs, executors, personal representatives, successors and assigns of Seller and Purchaser.

R. Survival. The rights and obligations of Seller and Purchaser contained in this Section 12 shall survive the Closing.

[Signatures Appear on the Following Page.]

IN WITNESS WHEREOF, Purchaser and Seller have caused this Agreement to be executed as of the day and year first above written.


SELLER:

MCGRAW HILL FINANCIAL, INC. a New York corporation

By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇-Poosh
		Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇-Poosh
		Title: Director

PURCHASER:

QTS INVESTMENT PROPERTIES EAST WINDSOR, LLC, a Delaware limited liability company

By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
		Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
		Title: Vice President, General
		Counsel and Secretary

Contract Of Sale – McGraw Hill South Campus

EXHIBIT A

LEGAL DESCRIPTION

[SEE ATTACHED]

EXHIBIT ‘‘A”

LEGAL DESCRIPTION

Real property in the Township of East Windsor, County of ▇▇▇▇▇▇, State of New Jersey, described as follows:

As to ▇▇▇▇ ▇ & ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇:

BEGINNING at a concrete monument in the Southerly line of Hightstown-Princeton Road, (60 feet wide), bearing South thirty-five degrees one minutes fifty-six seconds West (35 degrees 01 minutes 56 second West) thirty and five hundredths (30.05) feet from a point in the centerline thereof; said last mentioned point bears along said centerline the following two (2) courses from the intersection of said center line with the Southerly projection of the center line of One Mile Road (A) North fifty-seven degrees fifty-nine minutes nineteen seconds West (North 57 degrees 59 minutes 19 seconds West) seventy-six and twenty-one hundredths (76.21) feet to a point; thence (B) North fifty-eight degrees eighteen minutes fifty-nine seconds West (North 58 degrees 18 minutes 59 seconds West) eight hundred eighty-three end seventy-one hundredth (883.71) feet to the center lien point in Hightstown-Princeton Road, said beginning point having coordinates of Y 526, 054.70 and X 2,033,003.90, based on the New Jersey Plan Coordinate System and running thence;

(1) Along the Westerly line of lands now or formerly of the McGraw Hill Publishing Company South thirty-five degrees one minutes fifty-six seconds West (South 35 degrees 01 minutes 56 seconds West) one thousand twelve and forty-eight hundredths (1012.48) feet to a concrete monument having coordinates of Y 525,225.72 and X 2,032,422.75, thence;

(2) Along the Northerly lines of lands now or formerly of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Et Ux and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Et Ux North eighty-one degrees twenty minutes forty-seven seconds West (North 81 degrees 20 minutes 4 seconds West) seven hundred thirty-one and forty-two hundredths (731.42) feet to on iron pipe having coordinates of Y 525,335.77 and X 2,031,699.65, thence;

(3) Along the Westerly line of lands of said ▇▇▇▇▇▇▇▇ South four degrees thirty-six minutes twenty-seven seconds East (South 4 degrees 36 minutes 27 seconds East) six hundred seventy-three and eleven hundredths (673.11) feet to a point having coordinates of Y 524,664.83 and X 2,031.753.72, thence;

(4) Along the Northerly line of lots fronting on ▇▇▇▇▇▇▇ Drive North eighty-seven degrees forty minutes sixteen seconds West (North 87 degrees 40 minutes 16 seconds West) one thousand five and ten hundredths (1005.10) feet to a point being the Northwest corner of lands now or formerly of ▇.▇. ▇▇▇▇▇▇▇ Et Ux, having coordinates of Y 524,705.68 and X 2,030,749.45, thence;

(5) Along the Westerly line of lands of said ▇▇▇▇▇▇▇ South eight degrees forty-five minutes and fifty-four seconds West (South 8 degrees 45 minutes 54 seconds West) one hundred fifty-one and twenty-seven hundredths (151.27) feet to a point, having coordinates of Y 524, 556.17 and X 2,030,726.40, thence;

(6) Along the Northerly terminus of ▇▇▇▇▇ Road North eighty-one degrees fourteen minutes six seconds West (North 81 degrees 14 minutes 06 seconds West) fifty and no hundredths (50.00) feet to a point, having coordinates of Y 524,563.79 and X 2,030,676.98, thence;

(7) Along the Westerly line of ▇▇▇▇▇ Road South eight degrees forty-five minutes fifty-four seconds West (South 8 degrees 45 minutes 54 seconds West) four hundred ninety-two and five hundredths (492.05) feet to a point in the Northerly line of a (16.5) feet wide strip of land now or formerly of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, having coordinates of Y 524,077.49 and X 2,030,602.00, thence;

(8) Along the Northerly line of said (16.5) feet wide strip of land North fifty-two degrees fifty-nine minutes twenty-nine seconds West (North 52 degrees 59 minutes 29 seconds West) one thousand one hundred seventy and sixty-six hundredths (1170.66) feet to a point, having coordinates of Y 524,782.15 and X 2,029,667.18, thence;

(9) Along the Easterly line of lands of ▇▇▇▇▇▇ ▇. Mount Jr., Et Ux and ▇▇▇▇▇▇ ▇. Kushnerwich, Et Ux North seventeen degrees twenty minutes fifty-eight seconds East (North 17 degrees 20 minutes 58 seconds East) two thousand nine hundred eighty-six and seventy-nine hundredths (2986.79) feet to a point in the Southerly line of the aforesaid Hightstown-Princeton Road, having coordinates of Y 527,633.06 and X 2,030,557.84, thence; Along the Southerly line of the aforesaid Hightstown-Princeton Road, having coordinate of Y 527,633.06 and X 2,030,577.84, thence; Along the Southerly line of Hightstown-Princeton Road and following four(4) courses;

(10) South fifty-five degrees thirty-four minutes two seconds East (South 55 degrees 34 minutes 02 seconds East) two hundred eighty-three and and forty-four hundredths (283.44) feet to a point of curve having coordinates of Y 527,472.80 and X 2,030,791.61, thence;

(11) Along said curve bearing to the left having a radius of (34,407.47) feet a distance of one thousand three hundred one and fourteen hundredths (1301.14) feet to a point of tangency, having coordinates Y 526,757.55 and X 2,031,878.43, thence;

(12) South fifty-seven degrees forty-four minutes, two seconds East (South 57 degrees 44 minutes 02 seconds East) six hundred seventy-seven and eighty-four hundredths (677.84) feet to a point, having coordinates of Y 526,395.68 and X 2,032,451.60, thence;

(13) South fifty-eight degrees eighteen minutes fifty-nine seconds East (South 58 degrees 18 minutes 59 seconds East) six hundred forty-nine and nine hundredths (649.09) feet to the point and place of BEGINNING.

Excepting thereout an therefrom lands conveyed by Deed Book 1752, Page 771 and Deed Book 3122, Page 62.

BEING ▇▇▇ ▇, ▇▇▇▇▇ ▇▇ on the Tax Map.

As to ▇▇▇ ▇, ▇▇▇▇▇ ▇▇:

BEGINNING at a point in the centerline of Princeton Road, leading from Princeton to Hightstown distant therein Northwesterly measure along the same 2076.61 feet from the Northwesterly line of U.S. New Jersey Highway Number 130, formerly New Jersey State Highway Number 25, which beginning point is also in the Northwesterly line of lands belonging to ▇▇▇▇▇▇▇ Instrument Corporation; and from thence running (1) along lands of ▇▇▇▇▇▇▇ Instrument Corporation South 38 degrees 24 minutes West 1012 feet, passing through an iron pipe 30 feet from said center line of Princeton Road to an old pipe; thence along lands now or formerly of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Mount, the following five courses and distance; (2) North 75 degrees West 318.78 feet thence (3) North 15 degrees 07 minutes East, 67.90 feet; thence (4) North 31 degrees 30 minutes East 330 feet; thence (5) North 40 degrees 15 minutes East 46.20 feet; thence (6) North 74 degrees 58 minutes West 870 feet; thence (7) along lands remaining to ▇▇▇▇▇ Scoot and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ North 41 degrees 30 minutes East 1043.43 feet, passing through an iron pipe 30.05 feet from the center line of Princeton Road to a point in the said center line; thence along said center line of Princeton Road the following two courses and distance; (8) South 51 degrees 56 minutes East 920.89 feet thence (9) South 51 degrees 36 minutes East 179.11 feet to the point and place of BEGINNING.

Excepting so much of the lands herein described conveyed to the County of ▇▇▇▇▇▇ by deed from ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ et als, for the widening of Princeton Road leading from Hightstown to Princeton, by deed dated October 23, 1951 and recorded October 25, 1951 in Deed Book 1169 page 496 and by deed from McGraw Hill, Inc. to Township of East Windsor recorded in Book 1752, Page 771 and to any part of the bed of Hightstown-Princeton Road, conveyed.

Being ▇▇▇ ▇, ▇▇▇▇▇ ▇▇ on the Tax Map.

As to ▇▇▇ ▇, ▇▇▇▇▇ ▇▇:

BEGINNING at an old iron pipe bearing South 38 degrees 24 minutes West 1012 feet, along the Northwest line of lands of ▇▇▇▇▇▇▇ Instrument Corporation from a point in the center line of Princeton Road, leading from Princeton to Hightstown, which point bears 2076.61 feet Northwesterly along said center line of Princeton Road from the Northwest line along said center line of Princeton Road, from the Northwest line of U.S. New Jersey Highway Number 130, formerly New Jersey State Highway Number 25; and running thence, from said old iron pipe at the point of beginning, (1) along lands of ▇▇▇▇▇▇▇ Instrument Corporation, South 75 degrees East 45.50 feet; thence (2) along lands reaming to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Mount, South 28 degrees 24 minutes West 575.15 feet to an old iron pipe; thence along lands of ▇▇▇▇▇▇ ▇▇▇▇▇▇ the following four courses and distance; (3) North 51 degrees 35 minutes West 218.66 feet to an old iron pipe; (4) North 28 degrees 24 minutes East 12 feet to a point in the middle of a ditch; (5) along said middle of ditch, South 88 degrees 02 minutes West 168 feet; thence (7) along and beyond the middle of ditch, along said lands of ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Mount and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, North 75 degrees 02 minutes West 553.98 feet to an iron pipe; thence (8) along land of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, crossing aforesaid ditch, North 28 degrees 24 minutes East, 138.40 feet to an old iron pipe; thence (9) still along lands of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, North 6 degrees 19 minutes East 503.08 feet; thence along lands now or formerly of ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ the following five courses and distance (10) South 74 degrees 58 minutes East 870 feet; (11) South 40 degrees 15 minutes West 46.20 feet; (12) South 31 degrees 30 minutes West 330 feet; (13) South 15 degrees 07 minutes West 57.90 feet; (14) South 75 degrees East 318.78 feet to the point and place of BEGINNING.

BEING ▇▇▇ ▇, ▇▇▇▇▇ ▇▇ on the Tax Map.

As to Lots 10.03 and 10.04 formerly known as ▇▇▇▇ ▇▇, ▇▇, ▇▇▇ ▇▇, ▇▇▇▇▇ 63:

DESCRIPTION OF PROPOSED LOT 10.03 IN ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.

All that parcel of land known as a Proposed Lot 10.03 in Block 63 in the Township of East Windsor, as shown on a map entitled “Township of East Windsor, Minor Subdivision and Lot Consolidation Plan, Lots 10, 10.01, 48 and ▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇” dated September 27, 2011, prepared by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, P.L.S. and P.E., T&M Associates, and being more particularly described as follows:

BEGINNING at a point on the westerly right-of-way (R.O.W.) line of One Mile Road Extension (variable R.O.W. width) where the same is intersected by the southerly line of Lot 9 in Block 63 and thence running:

a. In a general westerly direction, along the southerly line of ▇▇▇ ▇, ▇▇▇▇▇ ▇▇ degrees 36 minutes 45 seconds West a distance of 188.22 feet to the intersection of the easterly line of existing Lot 10 with northerly line of existing Lot 10.01. Which point is the TRUE POINT OF BEGINNING of that parcel of land known as a portion of Proposed ▇▇▇ ▇▇.▇▇, ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ and from said point of beginning, running:

1. Along the southerly line of existing ▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ 61 degrees 36 minutes 45 seconds West and a distance of 131.78 feet to a corner common to existing Lot 10.01 and existing Lot 10 in Block 63; thence

2. Along the westerly line of existing Lot 10.01 in Block 63, in part, South 28 degrees 23 minute 15 seconds West and distance of 174.37 feet to a point common to Proposed Lot 10.02 and Proposed Lot 10.03; thence

3. Passing over and through existing Lot 10, along the newly created northerly line of Lot 10.02, North 61 degrees 36 minutes 45 seconds West and a distance of 64.06 feet to a point; thence

4. Passing over and through existing Lot 10, still along the said northerly line of Lot 10.02, North 00 degrees 00 minute 00 seconds West and a distance of 74.70 feet to a point; thence

5. Passing over and through existing Lot 10, still along the said northerly line of Lot 10.02, South 89 degrees 59 minutes 59 seconds West and a distance of 144.00 feet to a point; thence

6. Passing over and through existing Lot 10, still along the said northerly line of Lot 10.02, North 00 degrees 00 minute 00 seconds West and a distance of 82.50 feet to a point; thence

7. Passing over and through existing Lot 10 and a portion of existing Lot 48, still along the said northerly line of Lot 10.02, South 89 degrees 59 minutes 59 seconds West and a distance of 138.71 feet to a point; thence

8. Passing over and through a part of existing Lot 48 and part of existing Lot 49, still along the said northerly line of Lot 10.02, North 87 degrees 06 minutes 54 seconds West and a distance of 66.15 feet to a point; thence

9. Passing over and through a part of existing Lot 49, still along the said northerly line of Lot 10.02, North 55 degrees 41 minutes 56 seconds West and a distance of 52.65 feet to a point; thence

10. Passing over and through a part of existing Lot 49, still along the said northerly line of Lot 10.02, South 89 degree 59 minutes 59 seconds West and a distance of 87.23 feet to a point on the newly created westerly line of Lot 10.02; thence

11. Passing over and through a part of existing Lot 49, along the newly created westerly line of Lot 10.02, South 00 degrees 00 minutes 00 seconds West and a distance of 142.07 feet to a point; thence

12. Passing over and through a part of existing Lot 10 and existing Lot 48 and part of existing Lot 49, along the newly created southerly line of Lot 10.02 which line is parallel to and 90.00 feet from the southerly line of existing ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇ degrees 36 minutes 45 seconds East and a distance of 508.78 feet to a point on the westerly line of existing Lot 10.01 in Block 63, thence

13. Passing, along the westerly line of existing Lot 10.01, in part, South 28 degrees 23 minutes 15 seconds West and a distance of 90.00 feet to a point on the Northerly line of Lot 44 in Block 63; thence

14. Along the northerly line of existing Lot 44, in part, and the northerly lines of Lots 45, 46, and 47, North 61 degrees 36 minutes 45 seconds West and a distance of 383.66 feet to a point which is the common corner of existing ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ 63; thence

15. Passing over and through existing Lot 48 and existing Lot 49, along the newly created northerly line of Proposed Lot 10.04, North 58 degrees 42 minutes 32 seconds West and a distance of 167.80 feet to a point which is the common corner of ▇▇▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ 63; thence

16. Along the northerly line of existing ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇ degrees 36 minutes 45 seconds West and a distance of 100.00 feet to a point which is the common corner of existing Lot 49, existing ▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇; thence

17. In an northerly direction, along the easterly line of existing ▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ 28 degrees 33 minutes 58 seconds East and a distance of 569.53 fact to a point which is the common corner of existing Lot 9, existing ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ 63; thence

18. In a general easterly direction, along the southerly line of existing ▇▇▇ ▇, ▇▇▇▇▇ ▇▇ degrees 02 minutes 00 seconds East and a distance of 553.98 feet to a point; thence

19. In an easterly direction, still along the southerly line of existing ▇▇▇ ▇, ▇▇▇▇▇ ▇▇ degrees 02 minutes 00 seconds East and a distance of 168.00 feet to a point, which point is the common corner of existing Lot 9 and existing Lot 10; thence

20. In a southerly direction along the westerly line of existing ▇▇▇ ▇, ▇▇▇▇▇ ▇▇ degrees 55 minutes 30 seconds West and a distance of 343.80 feet to a point; thence

21. In a southerly direction, still along the westerly line of existing ▇▇▇ ▇, ▇▇▇▇▇ ▇▇ degrees 24 minutes 00 seconds West and a distance of 11.80 feet to a point on the northerly line of existing ▇▇▇ ▇▇.▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇.

DESCRIPTION OF PROPOSED LOT 10.04 IN ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.

All that parcel of land known as a Proposed Lot 10.04 in Block 63 in the Township of East Windsor, as shown on a map entitled “Township of East Windsor, Minor Subdivision and Lot Consolidation Plan, Lots 10, 10.01, 48 and ▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇” dated September 27, 2011, prepared by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, P.L.S. and P.E., T&M Associates, and being more particularly described as follows:

BEGINNING at a point on the northerly right-of-way (R.O.W.) line of Dutch Neck Road (variable width R.0.W.) where the same is intersected by the easterly line of existing Lot 47 in Block 63 and thence running:

1. Along the existing R.O.W. line of Dutch Neck Road, parallel with and 20.00 feet from the title centerline of Dutch Neck Road (being the southerly deed line of existing ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇), ▇▇▇▇▇ ▇▇ degrees 36 minutes 45 seconds West and a distance of 167.58 feet to Southeast corner of existing Lot 50; thence

2. Along the easterly line of existing ▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ 28 degrees 23 minutes 15 seconds East and a distance of 205.00 feet to the Northeast corner of Lot 50; thence

3. Along the southerly line of proposed Lot 10.03 in Block 63, South 58 degrees 42 minutes 32 seconds East and a distance of 167.80 feet to the Northwest corner of existing Lot 47; thence

4. Along the westerly line of existing ▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ 28 degrees 23 minute 15 seconds West and a distance of 196.50 feet to the point and place of BEGINNING.

BEING ▇▇▇▇ ▇▇, ▇▇, ▇▇▇ ▇▇, ▇▇▇▇▇ 63 on the Tax Map.

As to ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇:

BEGINNING at a point at the corner of land now or formerly of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, et ux, in the Northeasterly line of Dutch Neck Road, said point being distant 20 feet measured at right angles from the center line of said Ditch Neck Road, and running thence (1) North 68 degrees 02 minutes 46 seconds West 200.72 feet to a point and corner in the said Northeasterly line of Dutch Neck Road, said point and corner being distant 5.10 feet Southwesterly on a course of South 10 degrees 20 minutes 14 seconds West from the Southeast corner of lands now or formerly of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, et ux; thence; (2) in a Northeasterly direction to said Southeast corner of lands of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, et ux and continuing along the line of said lands of beyond, passing along line of lands of now or formerly of ▇▇▇▇ ▇. ▇▇▇▇▇, et ux, and lands of ▇▇▇▇▇▇ ▇. ▇▇▇▇ et ux, North 10 degrees 20 minutes 14 seconds East a total distance of 374 feet to angle point in said line, thence (3) along lands of said ▇▇▇▇▇▇ ▇. ▇▇▇▇, et ux, and lands of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, et ux, North 00 degrees 07 minutes 46 seconds West a distance of 336.16 feet to a point corner to lands now or formerly ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, et ux, thence (4) in a Westerly direction along said lands of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; et ux, North 87 degrees 40 minutes 16 seconds West a distance of 208.55 feet to a point and corner common to lands of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, et ux, lands now or formerly of ▇▇▇▇▇▇ Geararm and ▇▇▇▇▇▇-▇▇▇▇ Publishing Company, Inc; thence (5) in a Northwesterly direction North 04 degrees 36 minutes 27 seconds West a distance of 673.11 feet to a point and corner to other lands of ▇▇▇▇▇▇-▇▇▇▇ Publish Company, Inc., thence (6) along line of said other lands of ▇▇▇▇▇▇-▇▇▇▇ Publishing Company, Inc, in a Southeasterly direction South 81 degrees 20 minutes 47 seconds East a distance of 731.42 feet to a point corner to other lands of ▇▇▇▇▇▇-▇▇▇▇ Publishing Company, Inc; thence (7) in a Southerly direction along line of lands of ▇▇▇▇▇▇-▇▇▇▇ Publishing Company, Inc. South 00 degrees 00 minutes 23 seconds West a distance of 503.05 feet to angles point in said line; thence (8) in a South Westerly direction continuing along said other lands of ▇▇▇▇▇▇-▇▇▇▇ Publishing Company, Inc. and beyond along lands of now or formerly ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ et ux South 21 degrees 57 minutes 14 seconds West a distance of 911.51 feet to the point and place of BEGINNING.

BEING ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇ on the Tax Map.

As to Lot 6.01, Block 63:

A 17 foot wide parcel of property known as Block 63, Lot 6.01 and running approximately 1170.66 feet along the common property line with ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇, by Order for Final Judgment Quieting Title to Block 63, ▇▇▇ ▇.▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ in Docket No: C-80-12 and recorded 09/12/2013 in Book 6178, Page 990, ▇▇▇▇▇▇ County, New Jersey.

BEING Lot 6.01, Block 63 on the Township of East Windsor Tax Map.

NOTE: FOR INFORMATION ONLY: Being Lot(s) 6, 6QFarm, 6.01, 8, 9, 10QFarm, 48QFarm, 49QFarm, 51, Block(s) 63; Tax Map of the Township of East Windsor, County of ▇▇▇▇▇▇, State of New Jersey.

NOTE: Lots 10QFarm, 48QFarm and 49QFarm were subdivided into Lots 10.03 and 10.04 but do not appear to have been broken out by the tax assessor.

EXHIBIT B

Reserved

EXHIBIT C

FORM OF DEED

[SEE ATTACHED]

EXHIBIT C

FORM OF DEED


RECORD AND RETURN TO:				PREPARED BY:


▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Street LLP				▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esquire
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇				▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇				One Centennial Square
Attn: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.				▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

DEED

THIS Deed is made on the day of , 2014.

BETWEEN:

MCGRAW HILL FINANCIAL, INC., a New York corporation, having an address at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,

▇▇▇ ▇▇▇▇ ▇▇▇▇▇

referred to as the Grantor.

AND:

QTS INVESTMENT PROPERTIES EAST WINDSOR, LLC, a Delaware limited liability company, having an address at ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇

referred to as the Grantee.

The words “Grantor” and “Grantee” shall mean all Grantors and all Grantees listed above.

Transfer of Ownership. The Grantor grants and conveys (transfers ownership of) the property described below to the Grantee. This transfer is made for the sum of Seventy Million Dollars ($70,000,000.00). The Grantor acknowledges receipt of this money.

Tax Map Reference. The Property is located in the Township of East Windsor, County of ▇▇▇▇▇▇, State of New Jersey, being (i) Lots 6, 8, 9 and 51 (being assessed as Lots 6 and 6Qfarm); (ii) Lot 6.01; and (iii) Lots 10.03 and 10.04 (f/k/a ▇▇▇▇ ▇▇, ▇▇ ▇▇▇ ▇▇) ▇▇ ▇▇▇▇▇ 63 of the Tax Map.

Property. The Property consists of the land and all the buildings and structures on the land in the Township of East Windsor, County of ▇▇▇▇▇▇, State of New Jersey. The legal description is:

See Schedule A attached hereto and made a part hereof, provided that the conveyance is subject to those items set forth on Schedule B attached hereto.

BEING THE SAME LAND AND PREMISES conveyed to the Grantor by the following:

AS TO ▇▇▇▇ ▇, ▇, ▇ & ▇▇ (▇▇▇▇▇ assessed as Lots 6 and 6Qfarm):

A. Deed from ▇▇▇▇▇▇-▇▇▇▇, Inc., dated December 10, 2013, recorded January 6, 2014, in the ▇▇▇▇▇▇ County Clerk’s Office in Deed Book 6185, Page 1463. (Lot 6).

Being the same premises conveyed to ▇▇▇▇▇▇-▇▇▇▇ Inc., by Deed from ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, his wife, dated August 13, 1965, recorded August 13, 1965, in the ▇▇▇▇▇▇ County Clerk’s Office in Deed Book 1739, Page 270. (Lot 6).

Excepting therefrom lands conveyed by Deed Book 1752, Page 771, and Deed Book 3122, Page 62.

B. Deed from ▇▇▇▇▇▇-▇▇▇▇ Publishing Company, Inc., dated December 10, 2013, recorded January 6, 2014, in the ▇▇▇▇▇▇ County Clerk’s Office in Deed Book 6185, Page 1482. (Lot 8).

Being the same premises conveyed to ▇▇▇▇▇▇-▇▇▇▇ Publishing Company, Inc., by Deed from ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, his wife, and ▇▇▇▇▇ ▇▇▇▇▇, single, dated November 15, 1957, recorded November 19, 1957, in the ▇▇▇▇▇▇ County Clerk’s Office in Deed Book 1430, Page 423. (Lot 8).

C. Deed from ▇▇▇▇▇▇-▇▇▇▇ Publishing Company, Inc., dated December 10, 2013, recorded January 6, 2014, in the ▇▇▇▇▇▇ County Clerk’s Office in Deed Book 6185, Page 1488. (Lot 9).

Being the same premises conveyed to ▇▇▇▇▇▇-▇▇▇▇ Publishing Company, Inc., by Deed from ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, his wife, and ▇▇▇▇▇▇▇ ▇. Mount and ▇▇▇▇▇▇▇ ▇. Mount, his wife, dated November 15, 1957, recorded November 19, 1957, in the ▇▇▇▇▇▇ County Clerk’s Office in Deed Book 1430, Page 419. (Lot 9).

D. Deed from ▇▇▇▇▇▇-▇▇▇▇, Inc., dated December 10, 2013, recorded January 6, 2014, in the ▇▇▇▇▇▇ County Clerk’s Office in Deed Book 6185, Page 1470. (Lot 51).

Being the same premises conveyed to ▇▇▇▇▇▇-▇▇▇▇ Inc., by Deed from ▇▇▇▇▇▇-▇▇▇▇ Inc., dated May 20, 1966, recorded July 8, 1966, in the ▇▇▇▇▇▇ County Clerk’s Office in Deed Book 1761, Page 916. (Lot 51).

The above being the same premises conveyed to ▇▇▇▇▇▇-▇▇▇▇ Inc., by Deed from ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇, husband and wife, dated February 1, 1966, recorded February 3, 1966, in the ▇▇▇▇▇▇ County Clerk’s Office in Deed Book 1751, Page 148, and by Deed from ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, husband and wife, dated May 18, 1966, recorded May 19, 1966, in the ▇▇▇▇▇▇ County Clerk’s Office in Deed Book 1758, Page 1.

AS TO LOTS 10.03 & 10.04 (F/K/A LOTS 10, 48 & 49):

Deed from ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., dated December 10, 2013, recorded January 6, 2014, in the ▇▇▇▇▇▇ County Clerk’s Office in Deed Book 6185, Page 1457.

Being the same premises conveyed to The McGraw Hill Companies, Inc., by Deed from ▇▇▇▇▇▇-▇▇▇▇ Inc., and ▇▇▇▇▇▇-▇▇▇▇ Publishing Company, Inc., dated March 15, 2013, recorded May 6, 2013, in the ▇▇▇▇▇▇ County Clerk’s Office in Deed Book 6169, Page 812.

The above being part of the same premises conveyed to:

▇▇▇▇▇▇-▇▇▇▇ Publishing Company, Inc., by Deed from ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, his wife, dated September 26, 1960, recorded October 5, 1960 in the ▇▇▇▇▇▇ County Clerk’s Office in Deed Book 1554 Page 130. Excepting therefrom lands conveyed by Deed Book 1986, Page 719. (f/k/a Lot 10).

▇▇▇▇▇▇-▇▇▇▇, Inc., by Deed from ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, widow, dated June 28, 1966, recorded June 30, 1966, in the ▇▇▇▇▇▇ County Clerk’s Office in Deed Book 1761 Page 361. (f/k/a Lot 48).

▇▇▇▇▇▇-▇▇▇▇, Inc., by Deed from ▇▇▇▇ ▇▇▇▇▇▇▇, widow, dated February 25, 1966, recorded February 28, 1966 in the ▇▇▇▇▇▇ County Clerk’s Office in Deed Book 1752 Page 578. (f/k/a Lot 49).

AS TO LOT 6.01:

▇▇▇▇▇▇-▇▇▇▇ Financial, Inc., as successor to ▇▇▇▇▇▇-▇▇▇▇, Inc. and ▇▇▇▇▇▇-▇▇▇▇ Publishing by Order for Final Judgment Quieting Title to Block 63, ▇▇▇ ▇.▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇-▇▇▇▇, Inc. and ▇▇▇▇▇▇-▇▇▇▇ Publishing, Plaintiffs, vs. Estate of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Defendant, Dated August 23, 2013, recorded September 12, 2013, in the ▇▇▇▇▇▇ County Clerk’s Office in Deed Book 6178, Page 990.

Promises by Grantor. Except as noted in Schedule B attached hereto, the Grantor promises that the Grantor has done no act to encumber the Property. This promise is called a “covenant as to Grantor’s acts” (N.J.S.A. 46:4-6). This promise means that the Grantor has not allowed anyone else to obtain any legal rights which affect the Property (such as by making a mortgage or allowing a judgment to be entered against the Grantor).

[Remainder of Page Intentionally Left Blank. Signature Page Follows.]

Signatures. This Deed is signed and attested to by the Grantor’s proper corporate officers as of the date at the top of the first page. Its corporate seal is affixed.


Attested by:	MCGRAW HILL FINANCIAL, INC., a New York corporation

	By:
Name:		Name:
		Title:


STATE OF NEW YORK		:
ss		:
COUNTY OF NEW YORK		:

I CERTIFY that on , 2014, personally came before me and acknowledged under oath, to my satisfaction, that this person:

(a)	was the maker of the attached Deed.

(b)	was authorized to and did execute this Deed as of McGraw Hill Financial, Inc., the entity named in this Deed;

(c)	made this Deed for $70,000,000.00 as the full and actual consideration paid or to be paid for the transfer of title (Such consideration is defined in N.J.S.A.46:15-5; and

(d)	executed this Deed as the act of the entity.

Notary Public

SCHEDULE A