FIFTH AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS
Exhibit 99.3
THIS
FIFTH AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW
INSTRUCTIONS (this “Amendment”) is made as of
the 20th day of January, 2009, between XXXX DANBURY LLC, a Delaware limited liability company
(“Seller”), and MATRIX CONNECTICUT, LLC, a
Delaware limited liability company (“Buyer”).
WHEREAS, Seller and Buyer entered into that certain Agreement for Purchase and Sale of Real
Property and Escrow Instructions dated as of October 31, 2008, as amended by that certain First
Amendment to Agreement for Purchase and Sale of Real Property and Escrow Instructions dated as of
January 8, 2009, Second Amendment to Agreement for Purchase and Sale of Real Property and Escrow
Instructions dated January 12, 2009, Third Amendment to Agreement for Purchase and Sale of Real
Property and Escrow Instructions dated January 14, 2009, and Fourth Amendment to Agreement for
Purchase and Sale of Real Property and Escrow Instructions dated
January 16, 2009 (collectively, the
“Agreement”);
WHEREAS, Buyer and Seller previously agreed to extend the Inspection Period until January
20, 2009;
WHEREAS, Buyer has requested, and Seller has agreed, to further extend the date on which the
Inspection Period expires from January 20, 2009 to January 21, 2009; and
WHEREAS, the Seller and Buyer desire to further amend the Agreement on the terms and
conditions set forth herein.
NOW THEREFORE, in consideration of the mutual covenants set forth herein and other good and
valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged,
the parties hereto agree as follows:
1. Defined Terms. Except as provided to the contrary herein, all capitalized terms
used in this Amendment shall have the same meaning assigned thereto in the Agreement.
2. Extension of Inspection Period. Seller and Buyer hereby agree that the date on
which the Inspection Period expires shall be further extended up to
and including January 21, 2009.
3. Deposits. In the event that Buyer does not exercise its right to terminate the
Agreement pursuant to Section 6.1 of the Agreement, Buyer shall deliver the Additional Deposit of
$5,000,000.00 to Escrow Holder in accordance with Section 2.1 of the Agreement on or prior to
January 21, 2009.
4. Ratification. Except as provided to the contrary herein, the parties hereto hereby
ratify and reaffirm all of the terms and conditions of the Agreement, which, as modified by the
Amendment, shall continue in full force and effect.
5. Facsimile. The parties contemplate that they may be executing counterparts of the
Amendment transmitted by facsimile and agree and intend that a signature by facsimile machine shall
bind the party so signing with the same effect as though the signature were an original signature.
6. Counterparts.
This Amendment may be executed in counterparts, and all such
executed counterparts shall constitute the same agreement. It shall be necessary to account for only
one such counterpart in proving this Amendment.
IN WITNESS WHEREOF, each of the parties hereto has signed this Amendment as of the date first
written above.
| SELLER: XXXX DANBURY LLC, a Delaware limited liability company |
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| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Chief Investment Officer | |||
| BUYER: MATRIX CONNECTICUT, LLC, a Delaware limited liability company |
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| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Manager | |||
