PURCHASE AND SALE AGREEMENT

Exhibit 99.1

PURCHASE AND SALE AGREEMENT

     THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made between BRACEBRIDGE CORPORATION , a Delaware corporation (“Seller”), and ATHENAHEALTH, INC ., a Delaware corporation with an office at 311 Arsenal Street, Watertown, MA 02472 (“Purchaser”). BANK OF AMERICA, N.A. joins in this Agreement for the sole purpose of acknowledging its agreement to enter into a Lease Agreement as provided in Section 1.2 of this Agreement.

     In consideration of the mutual covenants and representations herein contained, Seller and Purchaser agree as follows:

1. PURCHASE AND SALE

     1.1 Purchase and Sale . Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell and convey to Purchaser, and Purchaser hereby agrees to purchase from Seller, the following described property (herein collectively called the “Property”):

     (a) Land . That certain tract of land (the “Land”) located at 1 Hatley Road, Belfast, Maine, being 53 acres, more or less, as generally depicted on a plan marked Exhibit A attached hereto and incorporated herein by reference. A boundary survey of such land, and a surveyor’s description consistent with such survey, shall be prepared at Seller’s expense by a surveyor licensed in the State of Maine conforming to the approximate lines depicted on Exhibit A, and copies of such survey and description shall be delivered to both Seller and Purchaser within thirty (30) days after the effective date of this Agreement;

     (b) Improvements . All improvements, consisting of all of the buildings located on the Land (185,954 square feet), including Buildings 1,2, 3 and 4 and a connecting atrium (132,918 square feet), a facilities office building (5,441 square feet), a utility building (3,206 square feet), a warehouse building (32,464 square feet), a shed (800 square feet) and a daycare facility (11,125 square feet), all mechanical, heating, air conditioning, ventilation and plumbing fixtures and systems (excluding, with respect to the security systems, the cameras and the related computers, but including all cabling, proxy readers and other infrastructure) located within such buildings, a ball field, drainage ponds #1 and #2, and all roads, parking lots and landscaping, and all utility lines that are owned by Seller (the “Improvements”) in, on or under the Land;

     (c) Miscellaneous Items . To the extent they are transferable and in Seller’s possession, all of Seller’s right, title and interest in all utility contracts, warranties, plans and specifications, engineering plans and studies, floor plans and landscape plans;

     (d) Easements . All easements, if any, benefiting the Land or the

Improvements shall be conveyed to Purchaser. Seller shall retain easement rights for motor vehicular and pedestrian access over the existing roads leading through the Land connecting between Route 52, Route 3 and the property retained by Seller along the westerly side of the Land. Seller and Purchaser shall enter into a separate access easement agreement on the Date of Closing (as defined in Section 6.1) that sets forth the terms and conditions of such easement (including, without limitation, Seller’s obligations to reimburse Purchaser for Seller’s agreed upon share of all costs and expenses relating to the maintenance, repair, and replacement of such existing roads, Seller’s obligation to maintain commercial general liability insurance on which Purchaser is named as an additional insured or, so long as Seller is the owner in fee simple of the property benefited by said easement, to cause such risks to be covered by the self-insurance program maintained by the Bank of America, N.A., and Seller’s obligation to indemnify and hold harmless Purchaser from liability arising from Seller’s use of said roads). To the extent that the survey work described in Section 1.1(a) reveals that water drainage occurs from the property retained by Seller into the Land, or from the Land into the property retained by Seller, Seller and Purchaser shall enter into a separate drainage easement agreement on the Date of Closing that sets forth the terms and conditions of the easement retained and/or granted accordingly; provided, however, such easement shall not unreasonably restrict future development of the encumbered property. To the extent that the survey work described in Section 1.1(a) reveals that utility lines of any kind cross the Land to serve the property retained by Seller, or cross the property retained by Seller to serve the Land, and such easement are not otherwise of record, Seller and Purchaser shall enter into a separate utility easement agreement on the Date of Closing that sets forth the terms and conditions of the easement retained and/or granted accordingly;

     (e) Rights and Appurtenances . All rights and appurtenances pertaining to the foregoing, including any right, title and interest of Seller in and to adjacent streets, alleys or rights-of-way; and

     (f) Keys . All keys to locks on the Property.

     (g) Personal Property. All furniture, fixtures and equipment located in the buildings located on the Land, excluding any art and antiquities designated by Seller. Within thirty (30) days after the effective date of this Agreement, an inventory list of such personal property shall be prepared by Seller and delivered to Purchaser for its verification.

     (h) Assignment of Leases. In the event that Seller enters into any leases of the Property prior to Closing as described in Section 2.2(a), Seller shall assign its rights in such leases to Purchaser at time of Closing, including all security deposits held by Seller from such tenants.

     (i) Licenses. If and to the extent transferable, all right, title and interest of the Seller in and to any and all licenses and permits owned or held by the Seller in any way related to or arising out of or used in connection with ownership or operation of the Property, including, without limitation, any permits issued by

the Maine Department of Environmental Protection or the City of Belfast.

     1.2 Lease. At the time of Closing (as defined in Section 6.1), Bank of America, N.A., as Tenant, and Purchaser, as Landlord, shall enter into, execute and deliver a Lease of the daycare facility upon the terms and conditions and in the form of Exhibit D attached hereto and incorporated by reference herein (hereinafter called the “Lease”).

     1.3 Subdivision. Seller hereby advises Purchaser that the Land is part of a larger parcel of land. If it is determined that Seller is required to obtain subdivision approval from any state, regional, local or other governmental, administrative or quasi-governmental body or agency before it can convey the Land to Purchaser, then this Agreement shall be contingent upon Seller’s receipt of said subdivision approval. In such event, Seller shall submit the necessary application and other documents required for the subdivision approval promptly following such determination, and Seller shall diligently prosecute said application; all costs and expense shall be borne by Seller. Said contingency shall be deemed satisfied on the date on which (i) the subdivision approval has been granted to Seller on terms and conditions reasonably satisfactory to Seller and Purchaser and (ii) all applicable appeal periods have expired without the filing of an appeal; if such subdivision approval imposes obligations or conditions that affect either Purchaser’s proposed use of the Property or Purchaser’s ability to construct additional buildings on the Land, said obligations or conditions shall be deemed unsatisfactory. The Date of Closing shall be postponed to the fifteenth (15 ^th ) day after said contingency is deemed satisfied; provided, however, if such contingency is not deemed satisfied on or before the one hundred eightieth (180 ^th ) day after the effective date of this Agreement, then Purchaser shall have the right, at any time thereafter, to cancel this Agreement, in which case the Earnest Money (as defined in Section 3.1) and the accrued interest (less the Independent Consideration, as defined in Section 3.2) shall be returned to Purchaser and the parties shall be released from all liability hereunder. The Independent Consideration shall be paid to Seller.

     1.4 Easements. Within forty-five (45) days after the effective date of this Agreement, Seller shall deliver to Purchaser, for its review and approval, a draft of each of the easements described in Section 1.1(d). The parties agree to negotiate such easements in good faith. If the parties have not agreed upon the terms and conditions of all such easements on or before the Inspection Completion Date for any reason, then Purchaser shall have the right, at its sole discretion, to terminate this Agreement pursuant to the provisions of Section 4.6.

2. PURCHASE PRICE

     2.1 Purchase Price . Unless adjusted as provided in Section 2.2, the purchase price (the “Purchase Price”) for the Property shall be SIX MILLION ONE HUNDRED THOUSAND DOLLARS ($6,100,000.00) U.S Dollars and shall be paid by wire transfer by Purchaser to Seller at the closing (as defined in Section 6.1 ).

     2.2 Price Adjustments.

     (a) Prior to the tenth (10 ^th ) day preceding the Date of Closing, Seller shall seek

to obtain tenants for only the following buildings: the facilities office building; and the warehouse building. As and when Seller identifies a prospective tenant for said buildings, Seller agrees to promptly notify Purchaser of the prospect’s name and the prospect’s proposed use. Before consummating any lease with a prospective tenant, Seller shall disclose to Purchaser the identity of the tenant (to the extent not previously disclosed), the area proposed for leasing, the terms and conditions of the proposed lease, and such other information as Purchaser may reasonable request (including, without limitation, financial information). Seller shall not grant and execute any such lease without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Seller hereby agrees that Purchaser may withhold its consent, and such action shall be deemed reasonable, if (i) the proposed tenant does not have sufficient financial worth (taking into consideration its obligations under the proposed lease), or (ii) the rent under the proposed lease is below the current fair market rent for comparable space, or (iii) the term of the proposed lease is for more than five (5) years, or (iv) the proposed tenant is a competitor; or (v) the proposed tenant intents to use the space for manufacturing, light manufacturing, distribution facility, or any other use or purpose incompatible with the anticipated uses of the Property by Purchaser, or any use that is not then permitted by the applicable zoning ordinances; provided, however, Seller acknowledges that the foregoing list is not intended to be a complete list and that there are other reasons why Purchaser may withhold its consent that are reasonable. In the event that any leases are granted by Seller prior to the tenth (10 ^th ) day preceding the Date of Closing, with prior approval of Purchaser, the Purchase Price shall be increased to reflect the increased value of the Property represented by such rental income; in calculating the increase in said value, the parties shall take into account the expenses related to such approved leases (including, without limitation, leasing commissions, tenant improvement expenses, free rent, and relocation expenses) and the party (Seller or Purchaser) financially responsible for such expenses. The parties shall negotiate in good faith to determine such price adjustments by mutual agreement.

     (b) From and after the tenth (10 ^th ) day preceding the Date of Closing, Seller shall have no right to seek tenants for any building on the Land.

3. EARNEST MONEY

     3.1 Earnest Money . Purchaser shall deliver to the PARAGON COMMERCIAL REAL ESTATE (“Escrow Agent”) within two (2) business days after the effective date of this Agreement, the sum of TWENTY FIVE THOUSAND AND NO ONE-HUNDREDTHS DOLLARS ($25,000.00) in cash to be held by the Escrow Agent in an interest-bearing escrow account as Purchaser and Seller shall direct in accordance with the provisions of this Agreement, including, without limitation the supplemental escrow instructions set forth on Schedule 1 attached hereto and incorporated herein by reference. In the event there is a conflict between the provisions of this Agreement and the provisions of the supplemental escrow instructions, the provisions of this Agreement shall govern. If Purchaser does not terminate this Agreement pursuant to Section 4.6, the Purchaser shall deliver to Escrow Agent within two (2) business days after the expiration of the Inspection Completion Date an additional sum of ONE HUNDRED SEVENTY FIVE THOUSAND DOLLARS ($175,000.00) to be held by Escrow Agent in an interest bearing account as Purchaser and Seller shall direct in accordance with the terms set forth above. Said payments are individually and collectively referred to herein as the “Earnest Money”.

Seller shall have the option of terminating this Agreement if the Earnest Money is not delivered to the Escrow Agent within either such times. If the sale of the Property is consummated pursuant to the terms of this Agreement, the Earnest Money and any accrued interest (less the Independent Consideration as defined in Section 3.2) shall be paid to Seller and applied to the payment of the Purchase Price. If Purchaser terminates this Agreement in accordance with any right to terminate granted by this Agreement, the Earnest Money and any accrued interest (less the Independent Consideration) shall be promptly returned to Purchaser, and no party hereto shall have any further obligations under this Agreement. If Purchaser breaches this Agreement after Purchaser has approved the matters set forth in Section 4 of this Agreement, and the sale of the Property is not consummated as a result of such breach, all Earnest Money deposited hereunder, together with all accrued interest, shall be delivered by the Escrow Agent to Seller, and no party shall have any further obligations under this Agreement.

     3.2 Independent Consideration . The sum of ONE HUNDRED AND NO ONE-HUNDREDTHS DOLLARS ($100.00) shall be retained from the Earnest Money by Seller as consideration for Purchaser’s right to inspect the Property and for Seller’s execution, delivery, and performance of this Agreement, the sufficiency of which is acknowledged by Seller (the “Independent Consideration”). The Independent Consideration is in addition to and independent of any consideration or payment provided in this Agreement, is nonrefundable, and shall be retained by Seller notwithstanding any other provision of this Agreement.

4. CONDITIONS TO CLOSING

     4.1 Title Commitment . Purchaser may obtain a title examination or title commitment (the “Title Commitment”) for the Property, at Purchaser’s expense, issued by an attorney or title company selected by Purchaser, reflecting the status of title to the Property. Such attorney or title company shall deliver to Purchaser and Seller together with the Title Commitment, legible copies of all instruments shown as exceptions thereon, together with copies of tax statements for the prior year reflecting amounts owed by Seller for such year to each taxing authority located within the county in which the Property is located. At Closing, the Purchaser’s Closing Statement shall reflect the amount owed to each such taxing authority as a separate line item.

     4.2 Survey . Apart from the survey to be obtained by Seller as provided in Section 1.1(a), Purchaser may obtain, at Purchaser’s expense, a current survey (the “Survey”) of the Property prepared by a surveyor licensed in the State of Maine. The Survey shall show such information and include such certifications as Purchaser may reasonably require. If Purchaser obtains a Survey, Purchaser shall cause a copy of the Survey to be delivered to Seller and the Closing Attorney / Title Company within three (3) days of Purchaser’s receipt of the Survey. Notwithstanding anything to the contrary contained in this Agreement, Purchaser may elect to use the same surveyor retained by Seller under Section 1.1(a); in such event, Purchaser shall be responsible for those costs incurred by said surveyor to show the information and certifications requested by Purchaser.

     4.3 Title Defects .

     (a) Except as provided in Section 4.3(c), Purchaser shall have until the Inspection Completion Date to notify Seller in writing of any objection that Purchaser may have to any exceptions reported in the Title Commitment or any matter shown on the Survey. Seller shall have no obligation to cure any objection or matter, except as set forth in the next succeeding sentence. Notwithstanding the foregoing, Seller shall be obligated to cure (i) all mortgages affecting the Property, (ii) all past due ad valorem taxes and assessments of any kind constituting a lien against the Property, and (iii) all mechanics’, materialmen’s, or similar liens arising out of any work or service provided to Seller; and Seller shall be obligated to use commercially reasonable efforts to cure all judgments and attachments that have become a lien against the Property, provided, however, Seller shall not be obligated to spend more than $50,000.00 in connection therewith.

     (b) If Purchaser timely notifies Seller of any objections to any exceptions reported in the Title Commitment or any matter shown on the Survey, then Seller shall notify Purchaser, within ten (10) business days after receipt of Purchaser’s notice, whether Seller will attempt to cure such objection or matter. If Seller does not agree to attempt to cure such objection or matter by notice given to Purchaser within the aforesaid ten (10) business day period, then Purchaser shall have the right, by notice given to Seller within ten (10) business days after the earlier to occur of the expiration of said ten (10) business day period or Purchaser’s receipt of Seller’s notice, either to (i) waive the objection or matter and close title without abatement or reduction of the Purchase Price, or (ii) terminate this Agreement. If Seller agrees to attempt to cure such objection or matter, then Seller shall have thirty (30) days after Seller’s receipt of Purchaser’s notice to cure the same; in such event, Seller agrees to use commercially reasonable efforts to remove such objection or matter within said thirty (30) day period. In the event Seller has not removed such objection or matter within said thirty (30) day period, then Purchaser shall have the right, by notice given to Seller within five (5) business days after the expiration of said thirty (30) day period, either to (i) waive the objection or matter and close title without abatement or reduction of the Purchase Price, or (ii) terminate this Agreement.

     (c) In the event any defect in title of any nature arises after the Inspection Completion Date, Purchaser shall notify Seller of such defect on or before the Date of Closing. If Purchaser notifies Seller of any such defect on or before the Date of Closing, then Seller shall notify Purchaser, within ten (10) business days after receipt of Purchaser’s notice of such defects, whether Seller will attempt to cure such defects. The parties agree that the procedures set forth in Section 4.3(b) shall apply to such defects.

     (d) If Purchaser does not terminate this Agreement pursuant to the provisions of this Section 4.3, any such uncured title objections or matters shown on the Survey, as well as any title exception listed in the Title Commitment which are not objected to by Purchaser, shall be “Permitted Exceptions” in the deed to be granted by Seller to Purchaser. If Purchaser does terminate this Agreement pursuant to the provisions of this Section 4.3, then the Earnest Money Deposit and accrued interest (less the Independent

Consideration) shall be returned to Purchaser and the parties shall be released from all liability hereunder. The Independent Consideration shall be paid to Seller.

     (e) The parties acknowledge and agree that the Date of Closing shall be postponed by the number of days required to allow the parties to respond within the aforesaid time periods and, if applicable, to allow Seller to attempt to cure such objections or matters.

     4.4 Permits and Zone Programs.

     (a)  Pine Tree Zone. Purchaser shall have the right, by notice given in writing at any time prior to the expiration of the Inspection Completion Date, as the same may be extended pursuant to Section 4.7, to cancel this Agreement if Purchaser concludes, in its sole and absolute discretion, that Purchaser may not receive the full tax benefits of the Pine Tree Development Zone Program of the State of Maine notwithstanding the issuance of a Certificate of Qualification by the Commissioner of the Department of Economic and Community Development that business to be conducted by Purchaser on the Property is a qualified Pine Tree Development Zone business; in such event, the Earnest Money Deposit and accrued interest (less the Independent Consideration) shall be returned to Purchaser and the parties shall be released from all liability hereunder. The Independent Consideration shall be paid to Seller. Purchaser agrees to act in good faith to submit all information requested by the Department of Economic and Community Department or by any other agency or department of the State of Maine in a timely manner to seek approval of its application.

     (b)  Permit Amendments. Purchaser, at its expense, shall apply to seek approval effective on the Date of Closing to amend and/or transfer existing licenses, permits and other governmental approvals so as to permit the Property to be owned and operated by Purchaser separate from the remaining land, buildings and improvements to be retained by Seller, including, without limitation, the Maine DEP permits issued under the Maine Site Location of Development Law and the Site Plan approvals issued by the City of Belfast under its zoning ordinances. Seller agrees to cooperate and join in any such applications by Purchaser to the extent required. Purchaser shall have the right, by notice given in writing at any time prior to expiration of the Inspection Completion Date, as the same may be extended pursuant to Section 4.7, to cancel this Agreement if all of such approvals are not granted, in which case the Earnest Money Deposit and accrued interest (less the Independent Consideration) shall be returned to Purchaser and the parties shall be released from all liability hereunder. The Independent Consideration shall be paid to Seller. Purchaser agrees to act in good faith to submit all information requested the Maine DEP and the Belfast Planning Board in a timely manner to seek approval of its applications.

     4.5 Seller’s Documents; Inspection .

     (a) Attached hereto as Schedule “2” is a preliminary list of documents requested by Purchaser in connection with its due diligence. Within five (5) business days after the effective date of this Agreement, Seller shall notify Purchaser, in writing, of the existence or non-existence of said documents after reasonable investigation and/or

inquiry. With respect to those documents that do exist (“Seller’s Documents”), Seller shall cause the same to be available for Purchaser’s inspection at the Facilities Building located on the Land within seven (7) business days after the effective date of this Agreement; upon Purchaser’s request, Seller agrees, at no charge, to provide Purchaser with a true and complete photocopy of any of Seller’s Documents. Seller does not represent or warrant to Purchaser the accuracy or completeness of any of Seller’s Documents. Seller’s Documents are being made available to Purchaser as an accommodation only and without recourse to Seller.

     (b) In consideration of the Independent Consideration, Purchaser shall have until sixty (60) days after the effective date of this Agreement (the “Inspection Completion Date”) to review the Survey and the Title Commitment, if any, to obtain all licenses, permits and other governmental approvals (including, without limitation, those set forth in Section 4.4(a) and 4.4(b)), and to perform such other inspections and investigations of the Property as Purchaser may choose, including, but not limited to, general building inspections, soil tests and environmental studies, wetland studies, appraisals, engineering studies, underwriting analyses, determinations of compliance with zoning, permitting, subdivision, environmental and other land use laws and regulations and confirmation of the square footage of the buildings. Purchaser shall conduct its inspections and investigations in a manner that will not result in any damage to the Property or any liability to the Seller, and Purchaser shall indemnify, defend and hold Seller harmless from any and all claims, damages, liabilities and costs incurred by Seller as a result of Purchaser’s access to the Property for the purpose of conducting any such inspections and investigations, provided that Purchaser shall have no liability for any loss in value to the Property resulting from the discovery of any existing condition at the Property. Any information so obtained by Purchaser with respect to the Property, and any information provided by Seller to Purchaser, shall be considered confidential and not disclosed to outside third parties, unless otherwise required by law. In the event Purchaser does not consummate the Closing contemplated by this Agreement, Purchaser shall, within fourteen (14) days of the termination hereof, return all of Seller’s Documents and all other items given to Purchaser by Seller.

     (c) As set forth in Section 4.5(b) above, Purchaser shall have the right, at its option, to cause a reputable, licensed architect or engineer to measure the square footage of the buildings identified in Section 1.1(b) prior to the Inspection Completion Date. If it is determined that the aggregate square footage of such buildings is 167,358 square feet or less or 204,549 square feet or more, then Purchaser shall deliver to Seller a true and complete photocopy of the measurement, and the Purchase Price shall be reduced (if the square footage is 167,358 or less) or increased (if the square footage is 204,549 or more) by an amount equal to the product of $32.80 multiplied by difference between 185,954 and the actual square footage. If Seller disputes said determination, then Seller shall cause a reputable, licensed architect or engineer to re-measure said buildings within ten (10) days after Seller’s receipt of Purchaser’s determination and to deliver Purchaser a true and complete photocopy of such re-measurement within five (5) days after said ten (10) day period. In the event Seller fails to timely exercise such re-measurement right or to timely notify Purchaser of such re-measurement, then, in either case, the square footage determined by Purchaser’s architect or engineer shall be deemed to be the square footage of the buildings. In the event Seller timely exercises such re-measurement right

and timely notifies Purchaser of such re-measurement, the parties agree to promptly meet to negotiate in good faith their differences.

     (d) Supplementing the foregoing, upon receipt of Purchaser’s written request, Seller agrees to make available to Purchaser, and its agents and representatives, for inspection during normal business hours, copies of all other documents and records in its possession, as determined after reasonable investigation and/or inquiry, relating to the operation, maintenance and capital improvements of the Property, its permits and licenses, and any other reports, studies or investigations that are not identified on Schedule “2” .

     (e) All requests from Purchaser for information and documents relating to the Property shall be sent to either Mark Blair or Stephen Christie of CB Richard Ellis, and all responses from Seller to such requests shall come from either Mark Blair or Stephen Christie of CB Richard Ellis. Seller hereby represents to Purchaser that Mark Blair and Stephen Christie of CB Richard Ellis are duly authorized to act for and on behalf of Seller in connection with all due diligence requests, and Purchaser may rely on said responses. Seller agrees to cause the foregoing individuals to promptly response to Purchaser’s requests and to otherwise cooperate in a commercially reasonable manner.

     4.6 Termination . Purchaser shall have the right, by notice in writing given at any time prior to the expiration of the Inspection Completion Date, to cancel this Agreement for any reason, in which case the Earnest Money Deposit and accrued interest (less the Independent Consideration) shall be returned to Purchaser and the parties shall be released from all liability hereunder. The Independent Consideration shall be paid to Seller.

     4.7 Extension . In the event any of the conditions set forth in Sections 4.4 and 4.5 have not been completed on or before the Inspection Completion Date, then Purchaser shall have the right, in lieu of termination, by notice in writing given at any time prior to the expiration of the Inspection Completion Date, to extend the Inspection Completion Date for a period of fifteen (15) days. For the purposes of this Agreement, such fifteenth (15 ^th ) day shall be hereinafter referred to as the “Extension Date.”

5. AS IS; REPRESENTATIONS OR WARRANTIES BY SELLER

     5.1 As Is . PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT AND IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO: (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY; (B) THE INCOME TO BE DERIVED FROM THE PROPERTY; (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANYONE

ELSE MAY CONDUCT THEREON; (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OF MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY; (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY; OR (H) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, HAZARDOUS MATERIALS, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDER OR EQUIPMENTS, INCLUDING SOLID WASTE, AS DEFINED BY THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., PART 261, OR THE DISPOSAL OR EXISTENCE, IN OR ON THE PROPERTY, OF ANY HAZARDOUS SUBSTANCE AS DEFINED BY THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, AND REGULATIONS PROMULGATED THERE UNDER. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN “AS-IS”, “WHERE-IS” CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.1 SHALL BE DEEMED TO SURVIVE THE CLOSING.

     5.2. Seller’s Representations .

     Seller hereby represents and warrants to Purchaser, as of the effective date of this Agreement and as of the Date of Closing, that the following are and will be true in all material respects:

     (a) The execution, delivery and performance of this Agreement by Seller are within Seller’s powers and have been duly authorized by all necessary corporate action. The person whose signature appears below for Seller is duly authorized to execute and deliver this Agreement.

     (b) To the current actual knowledge of Seller, except for permits, applications and filings required by governmental authorities in connection with Seller’s operation of the Property, (i) Seller has not made any commitments or representations to any federal, state, regional, local or other governmental, administrative or quasi-governmental body or agency that may affect or bind the Property, the use or operation thereof, or any subsequent owner of the Property, and (ii) there are no outstanding contracts, agreements, options, or obligations of any nature between Seller and any federal, state, regional, local or other governmental, administrative or quasi-governmental body or agency, which do or may affect or bind the Property, the use or operation thereof, or any subsequent owner of the Property.

     (c) To the current actual knowledge of Seller, except for matters evidenced in the public records of the governmental authorities (such as the real property records) or matters which would be evidenced by a survey or inspection of the Property, there are no outstanding contracts, agreements, commitments, options, or obligations of any nature between Seller and any other person or entity, which do or may affect or bind the Property, the use or operation thereof, or any subsequent owner of the Property.

     (d) To the current actual knowledge of Seller, Seller has not received any notice of any outstanding violation of any law, ordinance, rule, regulation or order affecting the Property or any outstanding violation of any matters of record.

     (e) To the current actual knowledge of Seller, Seller has not received any notice of a pending or threatened condemnation, eminent domain, sale in lieu thereof or similar proceeding affecting the Property or any portion thereof, and there are no other actions, suits or proceedings (including proceedings involving insurance claims or losses or potential insurance claims or losses), at law or in equity, pending, threatened or contemplated against the Property or against Seller that affects any portion of the Property.

     (f) To the current actual knowledge of Seller, there has been no reportable surface or sub-surface contamination due to the use, storing, spill, release, disposal or treatment of any hazardous substances or hazardous wastes, as defined by any federal, state or local health or environmental laws, regulations or ordinances, during Seller’s ownership of the Property, and Seller has not received any notice of any violation of said federal, state or local health or environmental laws, regulations or ordinances in connection with Seller’s use or ownership of the Property that remains uncured.

     (g) There are no attachments, executions, assignments for the benefit of creditors or voluntary or involuntary proceedings in bankruptcy pending against Seller which would prevent Seller from transferring the Property.

     (h) To the current actual knowledge of Seller, there are no oral or written

leases, subleases, licenses or occupancy agreements existing or pending with any person or entity relating to the Property or any portion thereof other than those contemplated by Section 1.2 and Section 2.2(a), and there are no existing or pending contracts of sale, options to purchase, rights of first refusal or other such rights with respect to the Property or any part thereof.

     (i) To the current actual knowledge of Seller, Seller has not received any notice of, and has no knowledge of, any pending improvements, liens or special assessments to be made against the Property by any governmental authority.

     (j) There are no judgments outstanding against Seller in Maine or in any other jurisdiction which would prevent Seller from transferring the Property.

     (k) Seller owns simple fee title to the Land and the Improvements, and Seller owns the personal property included in the Property free and clear, and no such Personal Property is rented or leased.

     (l) All service contracts, supply contracts, maintenance agreements, management agreements, brokerage agreements and other contracts currently existing with respect to all or any part of the Property (collectively, “Service Contracts,” and individually, a “Service Contract”) shall be terminated as of the Date of Closing.

     (m) Seller will not knowingly cause or permit any action to be taken which would cause any of the foregoing representations or warranties to be untrue in any material respect as of the Closing.

Seller agrees to immediately notify Purchaser in writing of any event or condition which occurs prior to the Date of Closing, which causes a material change in the facts related to, or the truth of, any of the above representations.

All references in this Agreement to the “knowledge” of Seller shall refer only to the current actual knowledge of Mark Blair or Stephen Christie of CB Richard Ellis, agent of Seller, and shall not be construed to refer to the knowledge of any other officer, agent or employee of Seller or any affiliate thereof or to impose upon Seller any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains, including the contents of the files, documents and materials made available to or disclosed to Buyer. Seller affirmatively states that it has not reviewed such files, documents or materials and that Seller’s representations and warranties hereunder that are qualified by “knowledge” are not based on the contents of any such files, documents or materials.

6. CLOSING

     6.1 Closing . The Closing shall take place on the twentieth (20 ^th ) day after the later to occur of (i) Inspection Completion Date and (ii) the Extension Date, or at such earlier date and time as may be mutually agreed upon in writing by Seller and Purchaser (“Date of Closing”), subject, however, to the provisions of Section 4.3(e). Not less than ten (10) business days prior to the Date of Closing, Purchaser shall designate an attorney or title company to conduct the closing (the “Closing Attorney / Title Company”) and a

location for the closing in the State of Maine. No representative of Seller shall be required to attend the Closing in person, provided that Seller delivers in escrow to the Closing Attorney / Title Company on or before the Date of Closing the Deed for the Property and all other documents required hereunder, which have been duly executed and, if required, acknowledged, and which, if applicable, are in form for recording. Seller shall execute such other documents in connection with the Closing as may be reasonably requested by Purchaser’s lender, provided such documents shall be delivered to Seller no later than two (2) business days prior to the Date of Closing.

     6.2 Seller’s Obligations at Closing . At Closing, Seller shall deliver to Purchaser the following documents:

     (a) Deed . Short Form Quitclaim Deed with Covenant (the “Deed”) executed by Seller, in the form attached to this Agreement as Exhibit “B “ , conveying marketable and insurable fee simple title to the Land to Purchaser in accordance with the provisions of Section 4 of this Agreement, subject to no exceptions other than those described in Exhibit B and the Permitted Exceptions;

     (b) Evidence of Authority . Evidence of the corporate authority of the persons signing the Deed and other documents to be executed by Seller at Closing and the power and authority of Seller to convey the Property to Purchaser in accordance with this Agreement and evidence that Seller is a corporation in good standing in filings with the Maine Secretary of State; and

     (c) Foreign Person . An affidavit of Seller certifying that Seller is not a “foreign person” as defined in the federal Foreign Investment in Real Property Tax Act of 1980.

     (d) Tax Letter . A notification letter to the taxing district in the form of Exhibit “C” .

     (e) Transfer Tax Declaration. A Maine Revenue Services Real Estate Transfer Tax Declaration.

     (f) Form REW-3. A Form REW-3 Residency Affidavit confirming that Seller is a “resident corporation” by maintaining a permanent place of business in Maine as of the date of transfer.

     (g) Title Insurance Documents. Seller will sign customary title insurance affidavits produced by Purchaser at closing in a form reasonably satisfactory to Seller and Purchaser to confirm that Seller has granted no leasehold rights other than those permitted under Section 2.2(a) and as contemplated by Section 1.2 and that Seller is not liable for any mechanic liens for labor or materials at the Property.

     (h) Lease. A Lease executed by Bank of America, N.A. in the form attached to this Agreement as Exhibit “D” .

     (i) Settlement Statement. Seller shall execute a Settlement Statement at Closing with an itemized list of all closing costs to be charged and paid at closing.

     (j) UST Disclosure. Seller shall execute a State of Maine Underground Storage Tank Disclosure in the form attached to this Agreement as Exhibit “E” .

     (k) Lease Assignments In the event that Seller enters into any leases prior to closing as described in Section 2.2(a), Seller shall execute assignments to assign to Purchaser Seller’s rights and obligations as Landlord in such leases.

     (l) Bill of Sale Seller shall execute and deliver a bill of sale in the form attached to this Agreement as Exhibit “G” .

     (m) Service Contracts. Seller shall deliver a true and complete photocopy of the termination notice sent in connection with each Service Contract.

     (n) Easements. Seller shall execute and deliver the easements approved by the parties pursuant to Section 1.4.

     (o) Miscellaneous. Seller shall execute and deliver such other customary documents or instruments reasonably required to carry out the intent of this Agreement, including a fully executed, recordable release of lien from the Broker (as defined in Section 11.2).

     6.3 Purchaser’s Obligations at Closing . At Closing, Purchaser shall deliver to Seller the following:

     (a) Purchase Price . The Purchase Price by wire transfer of immediately available funds; and

     (b) Evidence of Authority . Evidence of the corporate authority of the persons signing documents to be executed by Purchaser at Closing and the power and authority of Purchaser to purchase the Property from Seller in accordance with this Agreement and evidence that Purchaser is a corporation in good standing in filings with the Maine Secretary of State;

     (c) Lease. A Lease executed by Purchaser in the form attached to this Agreement as Exhibit “D” .

     (d) Settlement Statement. Purchaser shall execute a settlement statement at closing with an itemized list of all closing costs to be charged and paid at closing.

     (e) Miscellaneous. Purchaser shall execute and deliver such other customary documents or instruments reasonably required to carry out the intent of this Agreement.

     (f) UST Change of Ownership Notice Purchaser shall deliver to Seller copies of fully executed and completed Change of Ownership Notification Forms in the form attached to this Agreement as Exhibit “F” in connection with the registered underground storage tanks located on the Property as disclosed in Exhibit “E” .

     (g) W-9. Purchaser shall execute and deliver an IRS Form W-9.

     (h) Easements . Purchaser shall execute, acknowledge and deliver the easements approved by the parties pursuant to Section 1.4.

     6.4 INTENTIONALLY DELETED

     6.5 Proration . All rents, if any, with respect to the Property for the month in which the Closing occurs, real estate taxes and personal property taxes, if any, and other assessments with respect to the Property for the year in which the Closing occurs, shall be prorated to the Date of Closing.

     (a) Charges for electricity, natural gas, water, sewer and other utilities shall not be adjusted. Seller shall cause the meters for such utilities to be read and shall pay for such utilities up to the Date of Closing.

     (b) If the Closing shall occur before the tax rate or the assessed valuation of the Property is fixed for the then current year, the apportionment of taxes for the year in which the Closing occurs shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If the Property consists of a portion of any tax lot parcel, a fair and equitable division of the tax payment attributable to such tax lot and its buildings and improvements shall be determined by Seller and Purchaser. The portion of such tax determined to be attributable to the Property shall be prorated to the Closing Date and paid proportionately at Closing by both Seller and Purchaser. The portion of such tax determined to be attributable to any land, buildings and improvements retained by Seller shall be paid at closing by Seller.

          If there are any assessments against the Property on Date of Closing, Seller shall pay same if the work giving rise to the assessment was completed prior to the effective date of this Agreement; provided, however, if the work giving rise to the assessment was or is to be completed on or after the effective date of this Agreement, then such assessment shall be paid by Purchaser.

          In the event the Property has been assessed at rates that would result in “roll back” taxes upon the transfer of ownership or use, Seller agrees to pay all such taxes and to indemnify and save Purchaser harmless from and against any claims and liabilities arising out of or attributable thereto.

     (c) Purchaser shall pay Seller at Closing for all fuels located in tanks on the Property as of the Date of Closing at the market price per gallon paid by Seller to the company that delivered such fuel, as evidenced by a statement or receipt from such company relating to its most recent delivery.

     (d) Rents, if any, collected by Seller prior to Closing covering a rental period that extends beyond the Date of Closing shall be prorated to the Date of Closing and the portion attributable to any days subsequent to the Date of Closing shall be paid by Seller to Purchaser at Closing, together with any unapplied security deposits paid to and held by Seller from such tenants. If any rents, other amounts or other income to which Seller is entitled are collected by Purchaser subsequent to Closing, such amounts shall immediately be paid by Purchaser to Seller. Purchaser shall make a good faith effort and attempt to collect any such rents, other amounts and other income not apportioned at the Closing for the benefit of Seller.

     This agreement of Seller and Purchaser set forth in this Section 6.5 shall survive the Closing.

     6.6 Possession . Possession of the Property shall be delivered to Purchaser at Closing, subject to the Permitted Exceptions, in a “broom-clean” condition, free all occupants, licensees, and tenants with the exception of (i) those tenants granted leases prior to closing as described in Section 2.2(a) and (ii) Bank of America, N.A., which shall be a tenant granted possession of the daycare facility pursuant to the Lease Agreement attached to this Agreement as Exhibit “D” , and free of all personal property of Seller that is not included in this sale, and substantially in the same condition as at the effective date of this Agreement, excepting reasonable wear and tear. During the forty-eight hour period preceding the Date of Closing, Purchaser shall have the right to inspect the Property to confirm the foregoing.

     6.7 Closing Costs . Notwithstanding any local custom or practice, closing costs shall be allocated and paid as follows: Purchaser shall pay all of Purchaser’s costs and expenses, including but not limited to, its attorney’s fees, survey costs, fees for title examination and preparation of title abstract or certificate of title, the costs, if any, for title insurance in connection with the purchase of the Property by Purchaser, the cost for all due diligence inspections and investigations and the cost of preparation of the settlement statement. Seller shall pay all of its costs and expenses in connection with the sale of the Property to Purchaser, including but not limited to, the survey expense described in Section 1.1(a) and its attorney’s fees. Transfer taxes shall be allocated and paid one-half by Seller and one-half by Purchaser in accordance with Maine law. Fees, if any, charged by the Closing Attorney/Title Company shall be allocated and paid one-half by Seller and one-half by Purchaser.

7. RISK OF LOSS

     7.1 Casualty . All risk of loss to the Property prior to the Date of Closing shall be borne by Seller. In the event of any damage to or destruction to the Property or any part thereof due to fire or any other cause or hazard, Seller shall promptly give notice thereof to Purchaser describing such damage and setting forth the estimated cost of restoring the Property to the condition that existed prior to such occurrence (“Restoration”), as determined by a reputable, independent architect licensed in the State of Maine that is reasonably satisfactory to both parties. If the estimated cost of Restoration is equal to or

less than $100,000.00, then this Agreement shall remain in full force and effect, Purchaser shall close title on the Date of Closing and shall pay the entire Purchase Price, but Purchaser shall be entitled to a credit against the Purchase Price equal to the estimated cost of Restoration. If the estimated cost of Restoration is more than $100,000.00, then Purchaser may either (a) terminate this Agreement or (b) consummate the Closing, in which latter event Purchaser shall be entitled to a credit against the Purchase Price equal to the estimated cost of Restoration. If Purchaser exercises its termination right, then the Earnest Money Deposit and accrued interest (less the Independent Consideration) shall be returned to Purchaser and the parties shall be released from all liability hereunder. The Independent Consideration shall be paid to Seller.

     7.2 Condemnation . If, prior to Closing, the Property or any part thereof is taken, or any action is initiated or threatened to take any of the Property, by eminent domain proceedings or by deed in lieu thereof, Purchaser shall have ten (10) business days from receipt of written notice of such event from Seller to advise Seller that it intends to (a) terminate this Agreement or (b) consummate the Closing, in which latter event the award of the condemning authority shall be assigned to Purchaser at the Closing. If Seller does not receive any such notice from Purchaser within such ten (10) day period, then Purchaser shall be deemed to have elected option (b) of this Section 7.2 . If Purchaser exercises its termination right, then the Earnest Money Deposit and accrued interest (less the Independent Consideration) shall be returned to Purchaser and the parties shall be released from all liability hereunder. The Independent Consideration shall be paid to Seller.

8. DEFAULT

     8.1 Breach by Seller . If Seller breaches this Agreement, Purchaser may terminate this Agreement and thereupon shall be entitled to the immediate return of the Earnest Money, together with all accrued interest thereon (less the Independent Consideration) or seek specific performance of this Agreement as its sole and exclusive remedy and relief hereunder. In no event shall Seller be liable to Purchaser for any actual, punitive, speculative, consequential or other damages.

     8.2 Breach by Purchaser . If Purchaser breaches this Agreement, Seller shall be entitled to terminate this Agreement and retain the Earnest Money and all interest accrued thereon, if any, as liquidated damages (and not as a penalty) as Seller’s sole remedy and relief hereunder. Seller and Purchaser have made this provision for liquidated damages because it would be difficult to calculate on the date hereof the amount of actual damages for such breach, and these sums represent reasonable compensation to Seller for such breach. . In no event shall Purchaser be liable to Seller for any actual, punitive, speculative, consequential or other damages.

9. OPERATING COVENANT

     From the effective date of this Agreement to the Date of Closing, Seller covenants and agrees to (i) continue to operate, manage and maintain the Property in a manner consistent with its current management practices, (ii) perform when due all of Seller’s obligations under any service contracts, agreements, permits, and the like relating to the

Property, (iii) not enter into any extension or modification of any Service Contract that will extend the term thereof beyond the Date of Closing or enter into any new service contract, supply contract, maintenance agreement, management agreement, brokerage agreement or other such contract with respect to the Property, (iv) continue to cause Bank of America to self-insure the Improvements in the same manner as done on the effective date of this Agreement, and (v) deliver to Purchaser, within a reasonable period of time after receipt thereof, a true and complete photocopy of any and all notices, claims, demands, citations, lawsuits, correspondence and other communications relating to the Property received by Seller from any federal, state, regional, local or other governmental, administrative or quasi-governmental body or agency, or from any person or entity, if such document relates to a violation of any law, ordinance, rule, regulation or order affecting the Property or of any matters of record, or if such document alters any of the representations contained in this Section 5.2. On the Date of Closing, the roof of each building on the Land shall be water tight and otherwise free from all water leaks, and all heating, ventilation and air conditioning fixtures and equipment located in each building on the Land shall be in good working order.

10. CONFIDENTIALITY

     10.1 Non-Disclosure . From and after the Effective Date of this Agreement, unless with the prior written consent of the other party or otherwise required by law, neither Purchaser nor Seller shall prior to the Closing (i) make or permit to be made any announcements or press releases concerning the existence of this Agreement, the terms of the purchase of the Property or any other information concerning this Agreement or the transaction contemplated herein or (ii) disclose or permit to be disclosed, directly or indirectly, to any person or entity any information in respect of the Property which is obtained pursuant to this Agreement or through any inspection of the Property or records concerning the Property, except as provided in Section 10.2.

     10.2 Limited Disclosure to Advisors . Each party shall have the right to disclose information in respect of the Property to its attorneys, accountants, consultants, prospective lenders, directors, officers, and shareholders so long as they agree to be bound by the terms of this Section 10.

11. MISCELLANEOUS

     11.1 Notice . Whenever this Agreement requires or permits any delivery, consent, approval, notice, request, or demand from one party to the other (collectively “Notice”), such Notice must be in writing to be effective and shall be effective on the date of actual receipt of such Notice by the addressee or when the attempted initial delivery is refused or when it cannot be made because of a change of address of which the sending party has not been notified. The following shall, without limitation, be prima facie evidence of actual receipt of Notice by the addressee: (a) if mailed, by a United States certified mail return receipt, signed by the addressee or the addressee’s agent; (b) if by overnight courier, by a courier receipt signed by the addressee or the addressee’s agent; or (c) if hand-delivered, by a delivery receipt, signed by the addressee or the addressee’s agent. The parties’ respective addresses for delivery of any Notice are set forth below unless another address is designated in writing by any party to the other.

IF TO SELLER:		Bracebridge Corporation
		One Federal Street (MA5-503-06-03)
		Boston, MA 02110
		Attention : Terence J. Farrell
WITH COPIES TO:		Don Hawkes, Esq.
		Bank of America, N.A.
		Legal Department
		Mail Code: TX1-492-15-03
		901 Main Street, 15 th Floor
		Dallas, Texas 75202-3714
		Fax: 704-409-0906
		Phone: 214-209-0828
		Peter G. Warren, Esq.
		McKittrick & Warren P.A.
		P.O. Box 780
		36 Chestnut Street
		Camden, ME 04843
		Fax: 207-236-6247
		Phone: 207-236-4333
IF TO PURCHASER:		Athenahealth, Inc.
		311 Arsenal Street
		Watertown, MA 02472
WITH COPIES TO:		Richard D. Prentice, Esq.
		Pierce Atwood, LLP
		One Monument Square
		Portland, Maine 04101
		Fax: 207-791-1350
		Phone: 207-791-1356

For the purposes of this Section, the parties hereto acknowledge and agree that the copy of any Notice given to Seller by Purchaser or to Purchaser by Seller, whichever the case may be, may be sent by telecopy to the person to whom copies are to be sent at the number set forth above, or to such other person and/or number designated by Seller or Purchaser by Notice given to the other party pursuant to this Section 11.1.

     11.2 Real Estate Commissions . Except for Paragon Commercial Real Estate / Grubb & Ellis and CB Richard Ellis / The Boulos Company (the “Broker”) who are being paid by the Seller, pursuant to a separate agreement, neither Seller nor Purchaser has contacted any real estate broker, finder or similar person in connection with the transaction contemplated hereby. To the actual knowledge of Seller and Purchaser, no Acquisition Fees (as hereafter defined) have been paid or are due and owing to any other person or entity. As used herein, “Acquisition Fees” shall mean all fees paid to any person or entity in connection with the selection and purchase of the Property, including real estate

commissions, selection fees, and non-recurring management and start-up fees, development fees or any other fee of similar nature. Seller and Purchaser each hereby agree to indemnify and hold harmless the other from and against any and all claims for Acquisition Fees or similar charges with respect to this transaction arising by, through or under the indemnifying party and each further agrees to indemnify and hold harmless the other from any loss or damage resulting from an inaccuracy in the representations contained in this Section 11.2 . This indemnification agreement of the parties shall survive the Closing.

     11.3 Entire Agreement . This Agreement embodies the entire agreement between the parties relative to the subject matter hereof, and there are no oral or written agreements between the parties nor any representations made by either party relative to the subject matter hereof which are not expressly set forth herein.

     11.4 Amendment . This Agreement may be amended only by a written instrument executed by the party or parties to be bound thereby.

     11.5 Headings . The captions and headings used in this Agreement are for convenience only and do not in any way limit, amplify, or otherwise modify the provisions of this Agreement.

     11.6 Time of Essence . Time is of the essence of this Agreement. However, if the final date of any period which is not set out in any provision of this Agreement falls on a Saturday, Sunday or legal holiday under the laws of the United States or the State of Maine, then in such event, the time of such period shall be extended to the next day which is not a Saturday, Sunday or legal holiday.

     11.7 Governing Law . This Agreement shall be governed by the laws of the State of Maine and the applicable federal laws of the United States.

     11.8. Assignment. Purchaser shall not assign Purchaser’s rights under this Agreement without the prior written consent of Seller (which consent shall not be unreasonably withheld, delayed or conditioned), provided, however, that Purchaser may assign its rights under this Agreement without Seller’s consent to Purchaser’s subsidiaries, its parent or any entity in which Purchaser owns a controlling interest. Any assignee must expressly assume all the terms, conditions and obligations of this Agreement in writing and in form and substance reasonably acceptable to Seller, and provided further, upon such assumption, Purchaser shall not be released from the provisions hereof. No assignment of this Agreement by Purchaser shall be made less than ten (10) business days prior to the Date of Closing. Seller may assign this Agreement without the written consent of Purchaser to any entity with whom Seller may merge or consolidate; otherwise, Seller may not assign its rights and obligations hereunder without the prior written consent of Purchaser, such consent not to be unreasonably withheld, delayed or conditioned.

     11.9 Invalid Provision . If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provisions had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected

by the illegal, invalid, or unenforceable provision or by its severance from this Agreement.

     11.10 Attorneys’ Fees . In the event it becomes necessary for either party hereto to file suit to enforce this Agreement or any provision contained herein, the party prevailing in such suit shall be entitled to recover, in addition to all other remedies or damages as herein provided, reasonable attorneys’ fees incurred in such suit.

     11.11 Multiple Counterparts . This Agreement may be executed in a number of identical counterparts, each of which for all purposes is deemed an original, and all of which constitute collectively one (1) agreement.

     11.12 Date of This Agreement . As used in this Agreement, the terms “Effective Date”, “date of this Agreement”, or “date hereof” shall mean and refer to the date that this Agreement has been accepted and signed by all parties hereto and a fully signed copy has been delivered to both Seller and Purchaser by mail, fax, email or any other means of delivery.

     11.13 Exhibits . The following exhibits are attached to this Agreement and are incorporated into this Agreement and made a part hereof:

		(a)		Exhibit “A” , the Plan;
		(b)		Exhibit “B” , Short Form Quitclaim Deed With Covenant;
		(c)		Exhibit “C” , Tax Letter
		(d)		Exhibit “D” , Lease
		(e)		Exhibit “E” , UST Disclosure
		(f)		Exhibit “F” , UST Change of Ownership Notification
		(g)		Exhibit “G” , Bill of Sale
		(h)		Schedule “1 ”, Supplemental Escrow Instructions
		(i)		Schedule “2” , Seller’s Documents

SELLER:

DATE OF EXECUTION BY SELLER:		November 28, 2007

PURCHASER:

DATE OF EXECUTION BY PURCHASER:		November 28, 2007

BANK OF AMERICA, N.A. joins in this Agreement for the sole purpose of acknowledging its agreement to enter into a Lease Agreement as provided in Section 1.2 of this Agreement.

DATE OF EXECUTION BY BANK OF AMERICA, N.A.: November 28, 2007

		BANK OF AMERICA, N.A.
		By:		/s/ Terence J. Farrell
		Name:		Terence J. Farrell
		Title:		Senior Vice President

Paragon Commercial Real Estate executes this Agreement to acknowledge its agreement to act as the Escrow Agent in accordance with the terms and conditions described herein.

Date of Execution by Paragon Commercial Real Estate: November 28, 2007

		PARAGON COMMERCIAL REAL ESTATE
		By:		/s/ Debra R. Napolitano
		Name:		Debra R. Napolitano
		Title:		President

EXHIBIT “A” TO PURCHASE AND SALE AGREEMENT

PLAN