PURCHASE AND SALE AGREEMENT
(275 DAN ROAD, CANTON, MASSACHUSETTS)
THIS PURCHASE AND SALE AGREEMENT (the Agreement) is made this 11th day of August, 2021 (the Effective Date), by and between ORGANOGENESIS INC., a Delaware corporation (Buyer), and 275 DAN ROAD SPE, LLC, a Delaware limited liability company (Seller).
WHEREAS, Seller is the owner of the land located at 275 Dan Road, Canton, Norfolk County, Massachusetts, as more particularly described on Exhibit A attached hereto and incorporated herein by reference, together with the buildings and other improvements thereon (collectively, the Property);
WHEREAS, Seller, as landlord, and Buyer, as tenant, are parties to that certain Lease dated as of January 1, 2013 (the Lease), as evidenced by a notice of lease filed with the Norfolk County Registry District of the Land Court as Document No. 1290001, with respect to the Property; and
WHEREAS, Buyer desires to buy and Seller desires to sell the Property, on the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants of the parties hereinafter expressed, it is hereby agreed as follows:
1. Agreement to Sell and Purchase. In accordance with and subject to the terms and conditions hereof, on the date of Closing, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property.
2. Purchase Price. The purchase price to be paid to Seller at Closing for the sale of the Property to Buyer as provided for herein shall be Six Million and 00/100 Dollars ($6,000,000.00) (the Purchase Price), subject to credit, debit and adjustment as provided in Paragraph 8 below, which sum shall be payable to Seller in cash, cashiers check or wire transfer of current funds.
3. Closing. The closing (the Closing) of the transactions contemplated hereby shall be on August 11, 2021, subject to extension as set forth in Paragraph 6, below. The Closing shall be completed by escrow closing through the Law Office of Joel A. Stein, as agent for Fidelity National Title Insurance Company (the Title Company). The Closing shall not be deemed to be completed until all documents described in Paragraph 4, below and payments described above have been properly delivered (and recorded where appropriate) to the reasonable satisfaction of all parties.
4. Delivery of Deed; Documents at Closing. On the date of Closing,
(a) Seller shall execute and deliver to Buyer,