PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT is made as of the 1st day of June, 2007, by and between 180
LINDEN AVENUE CORP., a New York Corporation ("Seller"), and 180 LINDEN REALTY, LLC, a New
York limited liability company ("Purchaser").
WHEREAS, the Seller is the owner of the Premises (this and other capitalized terms used and not otherwise
defined herein having the meaning as described to such terms in Section 1); and
WHEREAS, the Purchaser desires to acquire the Premises from the Seller and the Seller wishes to sell the
Premises to the Purchaser, subject to and upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable
consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the
Purchaser hereby agree as follows:
SECTION 1 DEFINITIONS. Capitalized terms used in this Agreement shall have the meanings set forth below
or in the Section of this Agreement referred to below:
1.1 "Agreement" shall mean this Purchase and Sale Agreement, together with Schedules A through F attached
hereto, as it and they may be amended from time to time as herein provided.
1.2 "Business Day" shall mean any day other than a Saturday, Sunday or any other day on which banking
institutions in the State of New York are authorized by law or executive action to close.
1.3 "Closing" shall have the meaning given such terms in Section 2.2.
1.4 "Closing Date" shall mean a day which is on or before thirty (30) days after the expiration of the Review
1.5 "Deposit" shall have the meaning given such term in Section 2.3.
1.6 "Escrow Agent" shall mean Seller's attorneys, a Title Company, or such other person as shall be reasonably
acceptable to the Purchaser and the Seller.
1.7 "Lease" shall mean the lease, dated as of the Closing Date, by and between Purchaser and Vasomedical, Inc.
("Vaso") in substantially the form an