12-Person Jury

Atty No. 31424

FILED
9/2/2020 5:22 PM
IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS DOROTHY BROWN
CIRCUIT CLERK
COUNTY DEPARTMENT - LAW DIVISION COOK COUNTY, IL
FILED DATE: 9/2/2020 5:22 PM 2020L009446

2020L009446
STEVE VOGEL,
10325758
Plaintiff,

v.

No.
MAGELLAN PARCEL C, LLC, an Illinois
Limited Liability Company, MAGELLAN
DEVELOPMENT GROUP, LLC, an Illinois
Limited Liability Company, MAGELLAN
MARKETING GROUP, LLC, an Illinois
Limited Liability Company, LEILA
ZAMMATTA, an Illinois resident, and DAVID
CARLINS, an Illinois resident, the latter two
individuals sued in their individual capacities,

Defendants.

COMPLAINT

NOW COMES the plaintiff, Steve Vogel, by and through his attorney, Christopher J.

Agrella, and complains against the defendants, MAGELLAN DEVELOPMENT GROUP,

LLC, an Illinois Limited Liability Company, MAGELLAN MARKETING GROUP, LLC,

an Illinois Limited Liability Company, MAGELLAN PARCEL C, LLC, an Illinois

Limited Liability Company, LEILA ZAMMATTA and DAVID CARLINS, the latter two

individuals sued in their individual capacities, for recission, common law fraud, violation of

the Illinois Consumer Fraud Act, 815 ILCS 505/1 et seq. and civil conspiracy, as follows:

FACTS COMMON TO ALL COUNTS

1. At all relevant times defendant Magellan Parcel C, LLC, an Illinois Limited Liability

Company [hereinafter “MPC”] was the title owner of a certain parcel of real property

and improvements at issue throughout this litigation, to-wit, a luxury tower

 condominium + hotel project with the common address of 363 East Wacker Drive,

Chicago, Illinois 60601, commonly known as Vista Towers [hereinafter “Vista

FILED DATE: 9/2/2020 5:22 PM 2020L009446

Towers”].

2. At all relevant times defendant MAGELLAN DEVELOPMENT GROUP, LLC, an

Illinois Limited Liability Company [hereinafter “MDG”] held itself out to the public

at large and plaintiff in particular as a designer, builder and developer of award-

winning condominium and hotel projects, and that MDG was acting in that capacity

in reference to the Vista Towers project.

3. At all relevant times defendant MDG, by and through its employees and officers, was

acting in its own name and as the duly authorized agent for MPC and all others with

an ownership interest in the Vista Towers project.

4. At all relevant times MAGELLAN MARKETING GROUP, LLC, an Illinois Limited

Liability Company [hereinafter “MMG”] was tasked by MGD with the marketing and

sales of the Vista Towers project to the public, including plaintiff, and performed all

said marketing and sales efforts as the duly authorized agent for MGD, MPC and all

others with an ownership interest in the Vista Towers project.

5. At all relevant times defendant, LEILA ZAMMATTA, was the senior vice president

of sales for MDG, and in that officer capacity, in relevant part, managed and

coordinated sales and promotional activities related to the Vista Towers project and

its various investment partners, gave press conferences and interviews to the public

press in relation to the Vista Towers project, engaged in direct contact with

prospective buyers in regards to the features of the Vista Towers project as part of the

sales efforts, and was in charge of the Vista Towers marketing and sales strategies

2
 that were presented to the public, including the plaintiff.

6. At all relevant times defendant DAVID CARLINS was an officer of MDG, first as
FILED DATE: 9/2/2020 5:22 PM 2020L009446

president then, starting on or around December, 2019, as CEO.

7. CARLINS, in those MDG officer capacities, in relevant part, managed and

coordinated sales, marketing and development activities related to the Vista Towers

project as between MDG, MMG and the Dalian Wanda Group [hereafter “Dalian”]

and performed all said efforts as the duly authorized agent for MGD, MPC and all

others with an ownership interest in the Vista Towers project.

8. The Dalian Wanda Group is a Chinese hotel investment group that had originally

invested in the Vista Towers project sometime on or prior to 2014 with the stated

intent of all defendants that Dalian would design and ultimately operate the hotel side

of the finished Vista Towers project through its luxury hotel operating subdivision,

Wanda Hotel Development Co., Ltd., [hereinafter “Wanda”].

9. In his official capacity CARLINS also gave press conferences and interviews to the

public press in relation to the Vista Towers project, engaged in direct sales contact

with prospective buyers in regards to the features of the Vista Towers project, and had

overall approval of the Vista Towers marketing strategies, sales strategies, and the

content of any official statement that might be released to the general public,

including plaintiff, regarding the status and viability of the Vista Tower project,

including the involvement of Dalian and Wanda in said project..

10. At all relevant times defendant CARLINS had the authority and duty to disclose

accurate, material information regarding the status of the Vista Towers project to

prospective buyers, including plaintiff. CARLINS also had the authority and duty to

3
 direct other MDG employees to do so in the course of their employment duties, as

well as to oversee such efforts.

FILED DATE: 9/2/2020 5:22 PM 2020L009446

11. At all relevant times defendant ZAMMATTA had the authority and duty to disclose

accurate, material information regarding the status of the Vista Towers project to the

public, and in particular to prospective buyers, including plaintiff. ZAMMATTA also

had the authority and duty to direct other MDG employees to do so in the course of

their employment duties, as well as to oversee such efforts.

12. At all relevant times, on information and belief, defendant CARLINS personally held

an ownership interest in the Vista Towers project either directly or through his

ownership in an entity.

13. At all relevant times, on information and belief, defendant MDG also held an

ownership interest in the Vista Towers project.

14. Wanda, in addition to being a hotel management company, also engaged in hotel

design, hotel construction management and other hotel related consulting and

subsidiary businesses.

15. From a point on or prior to 2014 through the end of 2018 and beyond, defendants, and

each of them, would actively promote Dalian and Wanda as an integral part of the

Vista Towers project to all potential buyers, including plaintiff, as the entity not only

invested in the Vista Towers project but also engaged in the hotel design and

management of the project, specifically including but not limited to promoting to all

prospective buyers, including plaintiff, that Wanda would be acting as the luxury

hotelier once the Vista Towers project completed.

16. Defendants’ promotion of Wanda as the Vista Towers hotelier to potential buyers,

4
 including plaintiff, was done in writing, verbally, in marketing materials, press

releases, as well as on defendant websites and social media platforms, emphasizing

FILED DATE: 9/2/2020 5:22 PM 2020L009446

Wanda as a one of a kind unique luxury hotel experience that would elevate the hotel

side of the finished Vista Towers project beyond anything heretofore experienced in

Chicago.

17. On or about September 13, 2018, in reliance upon defendants’ various statements, in

particular defendants’ assertion of Dalian’s involvement in the hotel design and

Wanda’s involvement as hotelier, plaintiff Steve Vogel signed a purchase contract

with MPC, agreeing to purchase unit 9001 along with several parking spaces, for the

base purchase price of Ten Million and 00/100 Dollars ($10,000,000.00), plus such

other extras as may be contracted for during the course of construction. [See Exhibit

A, Vista Condominium Purchase Agreement]

18. Plaintiff’s purchase price, to date of suit, was one of the top three or four prices paid

for any unit in the Vista Towers project.

19. To date of suit plaintiff has deposited the sum of One Million Five Hundred Forty-

Four Thousand Eight Hundred Seventy-Six and 59/100 Dollars ($1,544,876.59) with

MDG as earnest money, defendant MDG assuring plaintiff the funds would be held in

an escrow account pending close and would not be employed for any construction or

operating costs.

20. In the course of this construction project, in cooperation with defendant MDG,

plaintiff would also hire an architect/design team to customize and finish certain

features within his unit, said expenditures to date of suit exceeding Two Hundred

Thousand and 00/100 Dollars ($200,000.00).

5
 21. Unbeknownst to plaintiff, and well prior to plaintiff’s September 13, 2018, execution

of the purchase contract, defendants, and each of them, had been informed that the
FILED DATE: 9/2/2020 5:22 PM 2020L009446

Dalian Wanda Group, and by extension Wanda Hotel Development Co., Ltd., had

reached the decision to sell and otherwise entirely divest itself of the Vista Towers

project. In fact, as early as 2017 Dalian/Wanda was actively seeking to exit the project

and was searching for a purchaser of their 90% interest in the Vista Towers project.

22. On information and belief all defendants were aware of this decision near its

inception; at a minimum Dalian/Wanda’s decision to exit the Vista Towers project

was known to defendants, and each of them, at a time well prior to defendants

engaging in their sales efforts directed at plaintiff.

23. At no time prior to plaintiff’s September 13, 2018, contract execution did defendants,

or any of them, provide so much as a hint or indicate in any fashion that Wanda was

anything other than 100% committed to the Vista Towers project.

24. Approximately a month after executing the purchase agreement plaintiff became aware

from an internet news article that Dalian/Wanda was in the process of selling its

interest in a similar hotel+condominium project in Beverly Hills California; the

information further speculated as to whether Dalian/Wanda might be exiting the entire

United States hotel market, specifically including the Vista Towers project in Chicago.

25. Within days of receiving this information plaintiff sought clarification from

defendants regarding Wanda’s commitment to the Vista Towers project.

26. In mid-November, 2018, defendants, through MDG officers, including but not limited

to defendant Zammatta, responded to plaintiff’s inquiries. After first requiring

plaintiff to execute a non-disclosure agreement, defendants continued to assure

6
 plaintiff that Dalian was still committed to the project, although for the first time

defendants indicated there was an outside possibility that Wanda may not be the
FILED DATE: 9/2/2020 5:22 PM 2020L009446

operator of the finished hotel. This prospect was presented to plaintiff as an outside

possibility.

27. In August, 2020, news stories broke the fact that that Dalian/Wanda had sold its 90%

interest in Vista Towers to MDG and was completely exiting the project, in effect,

“turning over the keys” and walking away.

28. These August, 2020, news stories further disclosed that Dalian/Wanda had been

actively searching for a buyer of their interest in the Vista Towers project as part of

their exit from the United States real estate market as long ago as 2017.

29. The news stories further revealed that no later than the first quarter of 2018, and very

possibly earlier, defendants CARLINS, MPC, MDG and MMG, and each of them of

them, knew of Dalian/Wanda’s decision to exit the project, months before defendants

ever came into contact with plaintiff in reference to plaintiff’s condominium purchase.

30. On information and belief defendant ZAMMATTA, in her capacity as MDG Senior

Vice President of Sales, was also aware of Dalian/Wanda’s exit decision months

before ever meeting plaintiff.

31. At no time prior to plaintiff’s September 13, 2018, execution of the purchase

agreement did any defendant appraise plaintiff of the Dalian/Wanda decision to exit

the Vista Towers project or Dalian’s search for a replacement investor and hotelier.

32. In fact, defendants, and each of them, would continue to promote Wanda as the hotel

designer and hotelier of the finished hotel well past plaintiff’s September 13, 2018,

execution of the purchase agreement and past the mid-November, 2018, meeting with

7
 plaintiff, despite defendants, and each of them, knowing at all relevant times that

Dalian was not only actively seeking to sell its interest in the project, but also that
FILED DATE: 9/2/2020 5:22 PM 2020L009446

Wanda would not be acting as the hotelier of the finished hotel.

33. On August 17, 2020, upon hearing the news of Dalian’s sale to MPC, plaintiff wrote

defendants a demand letter with an August 31, 2020, deadline, setting forth

defendants’ aforesaid intentional material misrepresentations and active concealment,

declaring the contract terminated, cancelled and otherwise void and demanding the

return of all plaintiff’s earnest money.

34. The August 31, 2020, deadline passed without a response from defendants. This

litigation followed.

COUNT I – RECISSION

1-34. Plaintiff re-asserts and re-alleges paragraphs 1 through 34 of Facts Common to All

Counts as Paragraphs 1 through 34 of Count I as if fully set forth herein.

35. The statements made by defendant MPC, by and through its agents, defendants

MMG, MDG, ZAMMATTA and CARLINS, prior to plaintiff’s September 13, 2018,

execution of the purchase agreement, as aforesaid, regarding the purported

involvement of Dalian and Wanda in the Vista Towers project, and in particular that

Wanda would be the hotelier of the finished project, were material in nature and false

when made.

36. At the time defendants made these statements defendants knew the statements were

false; well prior to making the aforesaid statements defendants, and each of them,

knew Dalian was actively seeking to exit the Vista Towers project and that Wanda

would not be the hotelier of the finished project.

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 37. Defendants made the aforesaid material, false statements to plaintiff intending to

induce plaintiff to enter into the purchase contract.

FILED DATE: 9/2/2020 5:22 PM 2020L009446

38. In reliance upon the truth of these false statements, plaintiff did, in fact, enter into the

purchase contract for unit 9001. But for these false statements, plaintiff would not

have entered into the aforesaid purchase agreement.

39. As a direct result of the aforesaid wrongful, fraudulent conduct of defendants plaintiff

was damaged in that plaintiff has been defrauded and misled into entering into the

aforesaid contract, caused to deposit in excess of a million and a half dollars with

defendant MPC, and incurred additional expenses in excess of two hundred thousand

dollars for additional architectural and design services for finishing the condominium.

40. No adequate remedy at law exists for plaintiff, especially given that plaintiff was

misled by defendants, and each of them, into entering into this purchase contract.

WHEREFORE your plaintiff, Steve Vogel, on this Count I, Recission, prays for judgment in

his favor and against Magellan Parcel C, LLC, that this court declare a recission of the

contract, directing said defendant to forthwith refund and return plaintiff’s One Million Five

Hundred Forty-Four Thousand Eight Hundred Seventy-Six and 59/100 Dollars

($1,544,876.59) deposit and thereby restoring plaintiff back to his position as if plaintiff and

defendant Magellan Parcel C, LLC had never entered into the contract, for plaintiff’s court

costs, and for such other and further relief as equity may require.

COUNT II – COMMON LAW FRAUD

1-34. Plaintiff re-asserts and re-alleges paragraphs 1 through 34 of Facts Common to All

Counts as paragraphs 1 through 34 of Count II as if fully set forth herein.

35-40. Plaintiff re-asserts and re-alleges paragraph 35 through 40 of Count I as paragraphs 35

9
 through 40 of Count II as if fully set forth herein.

41. The aforesaid statements made by defendants, MPC, MMG, MDG, ZAMMATTA
FILED DATE: 9/2/2020 5:22 PM 2020L009446

and CARLINS, prior to plaintiff’s September 13, 2018, execution of the purchase

agreement, regarding the purported involvement of Dalian and Wanda in the Vista

Towers project and in particular that Wanda would be the hotelier of the finished

project, were material in nature and false when made.

42. At the time defendants made these statements defendants, and each of them, knew the

statements were false, or made them in reckless disregard of the truth or falsity of

same, in that well prior to making the aforesaid statements defendants, and each of

them, knew Dalian was actively seeking to exit the Vista Towers project and that

Wanda would not be the hotelier of the finished project.

43. Defendants, and each of them, made the aforesaid material, false statements to

plaintiff intending to induce plaintiff to enter into the purchase contract.

44. Plaintiff had a right to rely upon these statements by defendants and did, in fact, rely

upon said statements, entering into the purchase contract for unit 9001.

45. But for these false statements and representations, plaintiff would not have entered

into the aforesaid purchase agreement.

46. As a direct and proximate result of the aforesaid wrongful, fraudulent conduct of

defendants plaintiff was damaged in that plaintiff has been defrauded and misled into

entering into the aforesaid contract, caused to deposit One Million Five Hundred

Forty-Four Thousand Eight Hundred Seventy-Six and 59/100 Dollars ($1,544,876.59)

with defendant MPC, and incur additional expenses in excess of two hundred

thousand dollars ($200,000.00) for additional architectural and design services for

10
 finishing the condominium.

47. Plaintiff further demands punitive damages be awarded in plaintiff’s favor and against
FILED DATE: 9/2/2020 5:22 PM 2020L009446

defendants, MAGELLAN PARCEL C, LLC, MAGELLAN DEVELOPMENT

GROUP, LLC, MAGELLAN MARKETING GROUP, LLC, LEILA ZAMMATTA

personally, and DAVID CARLINS personally, jointly and severally, in an amount

which would properly punish defendants for their grossly fraudulent conduct and to

act as a further deterrence to prevent defendants and others similarly inclined from

engaging in such behavior in the future.

48. Pursuant to 815 ILCS 205/2, defendant MAGELLAN PARCEL C, LLC is further

liable to plaintiff for prejudgment interest at the rate of 5% from the date said sums

were demanded back from MPC, and demand for judgment on these additional

amounts is further demanded.

WHEREFORE, your plaintiff, Steve Vogel, on this Count II, Common Law Fraud, prays for

judgment in his favor and against defendants, Magellan Parcel C, LLC, Magellan

Development Group, LLC, Magellan Marketing Group, LLC, Leila Zammatta personally,

and David Carlins personally, jointly and severally, in an amount in excess of One Million

Seven Hundred Forty-Four Thousand Eight Hundred Seventy-Six and 59/100 Dollars

($1,744,876.59) [$1,544,876.59 of which is in the alternative to the prayer in Count I]; for an

amount of punitive damages in favor of plaintiff Steve Vogel and against defendants,

Magellan Parcel C, LLC, Magellan Development Group, LLC, Magellan Marketing Group,

LLC, Leila Zammatta personally and David Carlins personally, jointly and severally, to

punish defendants for their intentional, fraudulent, wrongful conduct and to deter defendants

and others from engaging in such wrongful fraudulent actions in the future; for pre-judgment

11
 interest at 5% on all amounts held by defendants from the date said sums were demanded be

returned through the date of judgment, for plaintiff’s court costs and attorney fees, and for
FILED DATE: 9/2/2020 5:22 PM 2020L009446

such other and further relief as this Honorable Court deems just and fair.

COUNT III – ILLINOIS CONSUMER FRAUD AND

DECEPTIVE BUSINESS PRACTICES ACT, 815 ILCS 505/1

1-34. Plaintiff re-asserts and re-alleges paragraphs 1 through 34 of Facts Common to All

Counts as paragraphs 1 through 34 of Count III as if fully set forth herein.

35-40. Plaintiff re-asserts and re-alleges paragraph 35 through 40 of Count I as paragraphs 35

through 40 of Count III as if fully set forth herein.

41-48. Plaintiff re-asserts and re-alleges paragraphs 41 through 48 of Count II as paragraphs

41 through 48 of Count III as if fully set forth herein.

49. Defendants, as aforesaid, were jointly and severally engaged in commerce in Illinois,

and specifically in reference to the operative facts that have given rise to this cause of

action.

50. Plaintiff, as aforesaid, was a consumer of defendant’s product, to wit, the purchase of

condominium unit 9001.

51. Defendants’ statements to plaintiff, as aforesaid, constituted deceptive business

practices, specifically including but not limited to jointly and severally making

knowingly false statements of fact and promises with the intent that plaintiff rely

upon these intentional misstatements of fact and promises, specifically to induce

plaintiff to pay sums of monies to defendants.

52. Defendants’ deceptive business practices, specifically including but not limited to

jointly and severally making knowingly false statements of fact and promises, were

all done in the course of conduct involving trade or commerce.

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 53. Plaintiff, as aforesaid, was damaged by defendants’ deceptive business practices, in

that as a direct and proximate result of said actions plaintiff was deceived and gave
FILED DATE: 9/2/2020 5:22 PM 2020L009446

monies to defendants in the amount of One Million Five Hundred Forty-Four

Thousand Eight Hundred Seventy-Six and 59/100 Dollars ($1,544,876.59) and

expended in excess of Two Hundred Thousand and 00/100 Dollars ($200,000.00) as

and for design and architectural services, and was thereby damaged in said amount by

defendants’ deceptive business practices, in direct violation of the Illinois Consumer

Fraud and Deceptive Business Practices Act, 815 ILCS 505/1, et seq. [“ICFDBPA”]

54. Pursuant to the ICFDBPA, plaintiff further demands that punitive damages be

awarded in its favor and against defendants, MAGELLAN PARCEL C, LLC,

MAGELLAN DEVELOPMENT GROUP, LLC, MAGELLAN MARKETING

GROUP, LLC, LEILA ZAMMATTA personally and DAVID CARLINS personally,

jointly and severally, in an amount which would properly punish defendants for their

deceptive business practices and to act as a further deterrence to prevent defendants

and others similarly inclined from engaging in such behavior in the future.

55. Pursuant to the ICFDBPA, in addition to a judgment for plaintiff’s direct damage

amounts attributed to defendants’ deceptive business practices and any award of

punitive damages, plaintiff seeks a judgment for his reasonable attorney fees and

costs in prosecuting this action.

WHEREFORE, your plaintiff, Steve Vogel, on this Count III, violation of the Illinois

Consumer Fraud and Deceptive Business Practices Act, 815 ILCS 505/1, et seq., prays for

judgment in his favor and against defendants, Magellan Parcel C, LLC, Magellan

Development Group, LLC, Magellan Marketing Group, LLC, Leila Zammatta personally and

13
 David Carlins personally, jointly and severally, in an amount in excess of One Million Seven

Hundred Forty-Four Thousand Eight Hundred Seventy-Six and 59/100 Dollars

FILED DATE: 9/2/2020 5:22 PM 2020L009446

($1,744,876.59) [$1,544, 876.59 in the alternative to the prayers in Count I, and

$1,744,867.59 in the alternative to Count II]; for an amount of punitive damages in favor of

plaintiff Steve Vogel and against defendants, Magellan Parcel C, LLC, Magellan

Development Group, LLC, Magellan Marketing Group, LLC, Leila Zammatta personally and

David Carlins personally, jointly and severally, to punish defendants for their deceptive

business practices and to deter defendants and others from engaging in such wrongful actions

in the future; for plaintiff’s reasonable attorney fees and court costs; and for such other and

further relief as this Honorable Court deems just and fair.

COUNT IV – CIVIL CONSPIRACY

1-34. Plaintiff re-asserts and re-alleges paragraphs 1 through 34 of Facts Common to All

Counts as paragraphs 1 through 34 of Count IV as if fully set forth herein.

35-40. Plaintiff re-asserts and re-alleges paragraph 35 through 40 of Count I as paragraphs 35

through 40 of Count IV as if fully set forth herein.

41-48. Plaintiff re-asserts and re-alleges paragraphs 41 through 48 of Count II as paragraphs

41 through 48 of Count IV as if fully set forth herein.

49-55. Plaintiff re-asserts and re-alleges paragraphs 49 through 55 of Count III as paragraphs

49 through 55 of Count IV as if fully set forth herein.

56. Defendants, in combination with each other, by making the aforesaid false statements

and failing to disclose the true status of the Dalian and Wanda involvement to

plaintiff, as aforesaid, knowingly and voluntarily participated in a common scheme to

fraudulently cause plaintiff to agree to purchase a unit in Vista Towers.

14
 57. As a direct and proximate result of said conspiracy plaintiff was deceived and gave

monies to defendants in the amount of One Million Five Hundred Forty-Four

FILED DATE: 9/2/2020 5:22 PM 2020L009446

Thousand Eight Hundred Seventy-Six and 59/100 Dollars ($1,544,876.59) and

expended in excess of Two Hundred Thousand and 00/100 Dollars ($200,000.00) as

and for design and architectural services, and was thereby damaged in said amount by

defendants’ wrongful conspiracy to defraud.

WHEREFORE, your plaintiff, Steve Vogel, on this Count IV prays for judgment in his favor

and against defendants, Magellan Parcel C, LLC, Magellan Development Group, LLC,

Magellan Marketing Group, LLC, Leila Zammatta personally and David Carlins personally,

jointly and severally, for this civil conspiracy, in an amount in excess of One Million Seven

Hundred Forty-Four Thousand Eight Hundred Seventy-Six and 59/100 Dollars

($1,744,876.59) [$1,544,876.59 in the alternative to the prayers in Count I, and

$1,744,867.59 in the alternative to Count II or Count III]; for an amount of punitive damages

in favor of plaintiff Steve Vogel and against defendants, Magellan Parcel C, LLC, Magellan

Development Group, LLC, Magellan Marketing Group, LLC, Leila Zammatta personally and

David Carlins personally, jointly and severally, to punish defendants for their wrongful

conspiracy and to deter defendants and others from engaging in such wrongful actions in the

future; for plaintiff’s reasonable attorney fees and court costs; and for such other and further

relief as this Honorable Court deems just and fair.

Attorney No. 31424 Respectfully Submitted,

Christopher J. Agrella, Esq.
Attorney for Plaintiff
330 East Main Street
Suite 205
Barrington, Illinois 60010-3203
(847) 381-6800 Christopher J. Agrella - Attorney for Plaintiff
agrellalaw@comcast.net

15
 City of Chicago Residential Real Estate
Developer License #2418452 Exhibit A
VISTA RESIDENCES, A CONDOMINIUM
PURCHASE AGREEMENT
FILED DATE: 9/2/2020 5:22 PM 2020L009446

Name of Purchaser

Home Address c/o attorney Christopher J. Agrella Esq 330 East Main Phone 19473916900
Barrington, lllinois 60010 United States gr.11 svogel@bmc1.org ,.*.
Business Address
Phone 15748495251

Fax:
SELLER: Parcel c LLC, a Delaware Limited Liability company, 225 N. columbus Drive, suite
100, chicago, lllinois 60601 .

1' PURGHASE oF coNDoMlNluM UNIT: (a) seller agrees to sell

to., and Purchaser agrees to purcnase pursuant to this purcnase
agreement ('Agreement") for the Total Purchase Price as herein provid_ed,
upon the terms and conditions hereinafter set forth, (1)
iuoiecttoitre terms and conditio-ns of the'beclaration, as defined below, and
the unit iaentnLi ;; (the "unit", all as more particurarry described on Exhibit A
attached hereto and made a part hereofy anO, if appic'a6te,
collectivelv referred to herein as.the ("Purch'asei'unit"i i" iliu --ddl-
a.parking space 1tne6t<ing Sbace,,);tne Unit tf.l" parking Space, if applicable, are
j
described on Exhibit A attached heretb and taoe piti hereof),
oriiEi"b-."riiti"1iy-r,1-*1 "nJ f,euitding" a1 as more particurarry
'iilinois;as^visia nesioencei
in-chicagJ t;Cityi, (2) an undivided percentage interest attributabte to the
Purchased unit' as tenants in common in the "common iiementd-
ottne i"ii"ltrtd rlig.ily described on Exhibit A of the Dectaration, as defined
as amended from time to time; and (3) the personal property betow,
set forth in section s her;ot. The rear estateiuffiitt"o to th" n"t, as defined
rmprovements thereon are herein collectively calleci th6 ,,eroperty,,. below, ano

(b) Riders and Amendments: The following exhibiis, riders and/or

amendments are attached hereto and made a part hereof:
ExhibitA LlolaPlo6-7to1o4 & tt 6l-Plw
Legaroejcription
+ t' 3i1l*nT*r,r@ie,l L inl q&tex dred (ix.tnL1.- i^2r'*). nu,.,
oS {OO L^r'i+&\ }n rotop,n"r+tr,";.;l*r"
I
+ $ucelvroe ^@rflan
tga{it w,@ol
d,dd gLh& exrc,.c{e"t coro-$c.J..-T,"
,r DFr';€fifgfi6(n"T{rt9:Hffi,
^,=1qe$
PURCHASEPRICEANDOT[enpnvrr,ler,rfsl^l' tt 'gE*N t' Ziu,vaue
\rEifTtv P. z-ttlfrvttrvE., ! ]
^
follows:
(a) purchaserasreesto p,,.n,""tr'" u,^r,^{o-(#(ki*,Pki##l(F"##k^y,!F^Nf;::!!"pmen'l-"*y
Base Purchase Price
s 10,000,000.00
Additions to Base purchase price:

$ 0.p0

Total Base Purchase price.

The Total Base purchase price shall be payable

$ 10,000,000.00
as follows:
(i) Total Earnest Money.
6 1,500,000.00
Earnest Money shall be paid as follows: -
$10,000 due upon purchaser,s execution ofthis Contract

$ 990,000.00 on or before Sep 13, 201g

$ 500,000.00 on or before Feb 29,2020

$ 0.00 on or before

(ii) The barance of purchase price,.

(not incruding the cost of any ,,Extras,,
orderedhereafterorconcUrrent|yherewith)i;;;;h;;;;,,6tlywithC|osing.$@
TorAL PURCHASE PRIcE (not including the cost of any "Extras"
order hereinafter,or concurrenity herewith).............,....
and unless exiressly nJteE
ti"term "purcnase'piiJ";r'n"ir mean the Totir prrcnas6 $_1g,000pg0.00
f;ffi.n"t"'n "ir'r.i*irJ, Firce, prus any Extras (as hereinafter

Any Earnest Money deposit received by

seller forthe Purchased.unit pursuant to subsection
Tor tsxtras or e)dra work shown (i) of this subsection 2(a), other than payment
herein oi othemiie-oroe[o in *riting bi
Fr;.i*"irnril a made
n" r,.rd in a s-egregated account by serer,s sares asent
for
lfi""i""Jl?:l"Ji#"J:X?9JS:lJii.:,',Xf,",l"Tit:;iL-ff;#;;iliffii6?;iih"' the date ortfiisrsilu,.rnt, the Earnest Moneyr,iirrnear

(b) purchaser shall also pay

at the Closrng:
(i) or purchaser's pro rata share or common
:i"Xfr"T.t""$:ii',i"Jg::,flilr?thscrassessment expenses, determined in

(ii) or anv prepaid insurance premiums ror the year,s

il:,lT,i$li,.'i1*ltJ|i:[Tffij,i;:X..?,'n.* condominium
The amount equal to three (3) months
assessment shall represent purchaser's pro
p'"i,i"o in SecriJn o rata share of the initiar working capitar account
[g::l##i',H9,fjJ:1l""Ti:r;r' "" i bil;;tiJ""I#
$5,;$'"iJ,T"vista nesioenita;il;ffi;
"iiriJ

bv o,o5,"Il.";t['Jil5#fii1?il:i:T:iftffiTy.:ilJ'f;1ff:"fsfi:.":f,:{;:Tiji:'if,:[x':",;":1.J:i:H,;1,f,if:it:
se'er rjE)*u.
modiried bv the Extras'
Anvrnodificatiod;;qr;;iJ;;" to ou
"oi"iv
,il;;;;#; r",. ** d"r"rii il;;;"J;"."" or rhe purchaser, and to
XlH1i"Jf ::l ffi[";:ff; '#,f a:*:lliiilliili*:::ruJ=;ym:ig ndicate on se,,er,s addendum rorm ror
tne ext;;b;;;,
ky
(d) Purchaser acknowledges and agrees
lhat this t andFurchaser,s obligations hereunderARE
NOT contingent upon
Initials
Page 1 of8
 City of Chicago Residential Real Estate
Develooer License #241 8452

Purchaser securing a mortgage loan, or commitment therefor, to finance Purchaser's purchase of the Purchased Unit.

(e)
FILED DATE: 9/2/2020 5:22 PM 2020L009446

Any monies, deposits or payments owed pursuant to this Agreement (including but not limited to Earnest Money, Extras,
closing costs, Insurance Premium Payment, Total Purchase Price) shall be due and payable in readily available US Dollars.

3. PERSONAL PROPERTY: Seller shall deliver to Purchaser at Closing a bill of sale for all personal property situated in the Unit
as of Closing. All manufacturers'warranties, if any, covering consumer products to be conveyed io Purchaser hereunder shall be placed in the Unit,
AS TO SUCH PERSONAL PROPERry, AND AS TO ANY CONSUMER PRODUCT (AS THAT TERM MAY BE DEFTNED UNDER APPLTCABLE
FEDERAL, STATE, OR LOCAL LAWS) WHICH MAY BE CONTAINED IN THE UNIT, SELLER NEITHER MAKES NOR ADOPTS ANY
WARRANTY WHATSOEVER AND SPECIFICALLY EXCLUDES AND DISCLAIMS EXPRESS OR IMPLIED WARMNTIES OF ANY NATURE,
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

4. CONDOMINIUM DOCUMENTS: Prior to Closing, Seller shall cause to be recorded, in the office of the Recorder of Deeds of
Cook Couniy, lllinois, in accordance wiih the lllinois Condominium Property Act ('Act"), the following documents:

(a) The Declaration of Condominium Ownership and of Easements, Resirictions, Covenants and By-Laws for Vista Residence
Condominium Association ("Declaration") ;

(b) The Plat ("Plat") filed wiih the Declaration, as provided in the Act, showing the Building and the Purchased Unit. l hereafter, a
copy of the Platshall be availableforinspection by Purchaseratthe office of Sellerduring reasonable business hours.

(c) The Reciprocal Easement Agreement ("REA") for the Wanda Vista Tower.

Prior to Purchaser's execution of this Agreement, a copy of each of the following documenis was delivered io him either by compact disc,
flashdriveorinpaperformai: (a) thefloorplanofthePurchasedUnit (whichiscontainedinacopyofSeller'ssalesbrochure);(b)theREA; (c) the
Declaration, which includes the By-Laws of the Association ("By-Laws"); (d) the estimated operating budget for the Association and estimated
monthlyassessmentsoftheAssociation; (e) acopyoftheheatingcostdisclosure; and(f) acopyoftheCityofChicagoPropertyReportforthe
Property. Said delivered documents are herein collectively referred to as the "Condominium Documents." Copies of the Lakeshore East Master
As$ociation Declaration are available at Seller's offices for inspection by Purchaser during the weekday between 9:00 am and 4:00 pm.
Purchaser's execution of this Agreement shall be deemed Purchaser's approval of all Condominium Documents, and acceptance of all of the teims
and provisions of the Declaration and the By-Laws of the Association, as amended from time to time, and Purchaser's agreement to be bound by all
of the terms and provisions thereof.

Purchaser hereby acknowledges receipt of the Condominium Documents and an opportunity to review them priorto executing
thisAgreement,andacknowledgesthatP;rrchasery,ill becomeamemberoftheAssociationuponClosing. Purchaseiagreesthat,from
and after Closing, Purchaser shall berf,gfund !rcf,d complV with the provisions of and periorm all the obligations iriposed on Unit
Owners by the Act, Dectaration anyry).ffis.

lnitials:
Seller reserves the right to make any changes in the Condominium Documents and Plans (as hereinafter defined) permitied by law, subject
to the provisions of Section 22 of the Act. To the extent that Section 22 of the Act requires Purchaser's approval of certain chlnges in the
Condominium Documents or Plans, Purchaser's sole remedy in the event of Purchaser's non-approval of such changes shall be to rdscind this
Agreement within the time and in the manner provided in the Act. Purchaser acknowledges and agrees that (x) minor changes and adjustments in
the floor plan and dimensions of the Purchased Unit within normal industry standards for new constructidn or changes deemed by the Seller
necessary to accommodate structural and mechanical requirements, (y) changes in percentage ownership in the Common Elements, and (z)
changes in the Condotninium Documenis to enable unit purchasers to qualifiT for loans to be made, insured, guaranieed or purchased by Seller or
any governmental authority or quasi-governmental authority shall not be deemed to constitute material changes that requird purchaser'i approval
under Section 22 of the Act.

5. CLOSING AND CONVEYANCE OF TITLE:

(a) The sale and purchase contemplated herein shall be closed ("Closing") within forty five (45) days after the date that the Unit is
substantiallycompletedandreadyforoccupancyashereinprovided. Sellershall providenoticetoPurchaserdesignaiingtheClosingDate. provided
that the City of Chicago has approved all elevator service, fire and life safety systems, Seller's failure to complete portions of the Cdmmon Elements
prior to Closing shall, under no circumstances, delay the Closing nor excuse Purchaser from meeting all obligations required of Purchaser
hereunoer
except that Seller's obligations to complete such Common Elements shall continue after Closing. tn aCOitionl Seller shill have installed in the Unit
atl
appliances,cabinets,flooring,andfixturesrequiredhereundersubjecttominordefectsandrefairs. Thereshall beno"hold-backs"orothercredits
againstorreductionoftheTotal PurchasePricefortheUnitasaresultofanysuchincompleteiiems. PurchaserandSellershall conductacustomer
orientation approximatelyten (10) days priorto closing, atwhichtime Purchaserand Seliershall complete and executea punch Listform indicating
incomplete or defective work, if any. lf Purchaser does not appear for the Punch List walk through at the appointed time, then Seller
or its
representative may, but shall not be obligated to, prepare the Punch List on behalf of Seller and Purch-aser, and the Punch List shall be binOing
on
Purchaser. Seller agrees to use its reasonable efforis to complete any work items listed on the Punch List form within 60 days after Closing
sub"ject
to material shortages and other causes beyond Seller's reasonable control. However, Seller's obligation to complete iiems oh the punch
Liit form rs
contingent upon Purchaser's obligation to allow (or to cause its tenants, invitees, occupants or guesis to allow) Seller or Sellef s
agents or contractors
accesstotheUnitafterClosingfor.thepurposeofcompletingPunchListitemsorwarrantyworkpursuani toSectionS(d)hjrein. furtnermore,
Purchaser agrees to cooperate (and to cause its tenants, invite-es, occupants or guests to cooperatej with Seller and Selle/s
igents anO coniraciors
in scheduling the necessary work and providing access io.the. Unit to complete
Pinch List items or to perform warranty work pursuant to Section B(d)
herein. lntheeventthatPurchaser,oranyofitstenants,invitees,occupantsorguests,deniesSelleiorSeller'sagentsorcontractorsaccesstothe
Unit after the Closing, then Purchaser expressly acknowledges and agrees that Seller and its agents and contracto-rs
shall have no further obligition
to complete any outstanding items on the Punch List or to complete any warranty work. Purch-aser shall complete all
closing papers and .oig"g"
papers (which completion shall include the timely delivery all.information requesied by Purchaser's
mortgage lender) in preparation for the Closrng
when requested to do so by the Seller or the mortgage lender but in no event later fhan seven (7) oayl plior to th6
Ctbsing. purchasei st'ilr ne
entitled to gqcupqncy and possession of the Purchased Unit from and after the Closing and tne
dayment in full by purchaser to Seller of the Totat
PurchasePrice. uponpaymentbyPurchaseroftheTotal PurchasePricepursuanttothetermsofthisAgreement,thesellersnall
conveytothe
Purchaser good and merchantable title to the Purchased Unit by Speciai Warranty Deed. lf purchase-rs
are husband and wife, tneirinierest
hereunder shall be as joint tenants and not as tenants in common nor as teliants by the entirety and tiile
shall be conveyed accordingly unless
Purchasershall directSellef,.inwriting,tothecontrarynotlessthanthirty(30)dayspiiortoClosing. Tifleshall
general real estate taxes for the previous and current year not then due and for subiequent yearsfincluding
besubjectonlytothefollowing: (a)
taxes which may accrue by reas"on of
new or additional improvements during the year of Closing; (b) special taxes or assessmenti for improvemints
not yet completed; (c) iakeshore
East Special Assessment DistrictTax, if applicable; (d) easements, covenants, restrictions, agreements,
conoitioni and building lines of record that
do not prohibit the use of the Unit as a condominium residence; (e) the Act; (0 th; Flat;
19) terms, provisions and conditions of the Condominium
Documents, including all amendments and exhibits thereto; (h) terrirs and condltions otthe i-ifeshoie
East MasterAssociation Declaration, includrng
all amendments and exhibits thereto; (i)applicable zoning and building laws and ordinances; (j) purchasefs
mortgage, if any; (k) plats of dedication
and plats of subdivision and covenanls thereon; (l) acts d=one^or suffeied by or.ludgments
against purchaser, or anyone ctaiming under purchaser;
and (m) liens and other matters of tiile over which the title Company, as hereinaier defindo, is willing
to insure witnout cost to purchaser.
(b) In the event that within ninety (90) days subsequent to closing either party shall determine
that the Closing Statement or any
other document relating to the closing contains errors or omissions which result in Furchaser, (1; obtaining
the eurcnaseo Unit for a sum less than
the amount that Purchaser would have paid if no such errors or omissions were present ("Deficieircv;)
or (i) ootaining tne unit for a sum more than
Purchaser wo^uld have paid if no such errors or omissions were present ("Overage") then,
upon written'notice thereof fiom the other party, irr"nrr"|"
shall pay to Seller the Deficiency, or Seller shall pay to Purchaser the'overagi, ,i
th" c.." may be within five (s) days.
CLOSING ESCROW:

(a)._
. . _ Closing shall take place through an escrow (,,Closing
lllinois.area ("Title Company") as escrowee, which iifle company ihall be-r
related issues or to the substantial completion of the purchased
Section 5 above, the decision of Seller's architect shall be bindino
Initials
) with any title company currenfly doing business in the Chrcago,
by Seller. In the event of a dispute relating either to construction
to the habitability standard pursuant to the terms and conditions of
parties.^The terms of the Closing Escrow shall be pursuant to a form to
be
Page 2 of 8
 City of Chicago Residential Real Estate
Developer License #24 1 I 4 52

supplied by Seller and shall be in accordance wiih the general provisions of usual forms of deed and money escrow agreements then furnished and
in use by the Title Company, with such additional special provisions as may be required to conform with this Agreement.
FILED DATE: 9/2/2020 5:22 PM 2020L009446

(b) Seller shall pay the amount of any stamp tax imposed by the State of lllinois and Cook County on the transfer of title, and
the portion of the City of Chicago Transfer Tax allocated to sellers under the applicable ordinance ($1.50 per $500.00 in value), and Purchaser
shall pay the portion of the City of Chicago Transfer Tax allocated to purchasers under the applicable ordinance ($3.75 per $500.00 in value),
Seller shall pay title charges customarily charged to sellers by the Title Company, including, specifically, the premium for issuance of an owner's
residential title policy to Purchaser. Purchaser shall pay any charges customary charged to purchasers, including, but not limited to, recording
of Purchaser's deed and any mortgage, and the charges attributable to any mortgage of Purchaser. Purchaser shall bear the cost of any
money lender's escrow required by Purchaser's mortgage lender. In the event that no money lender's escrow is used, the Closing shall take
place through a deed and money escrow and the cost ofsuch escrow shall be equally divided between Seller and Purchaser.

(c) Disbursements of all deposits in the Closing Escrow shall occur upon good title being conveyed to the Purchaser subject only io
the Permitted Exceptions permitted by this Agreement.

(d) Seller shall not be liable for any inconvenience, loss or damage suffered by Purchaser, resulting from any delay in Closing,
however caused.

(e) At leastlen days prior to the Closing Date, Seller shall furnish Purchaser the form of commitment for title insurance evidencing
the willingness of the Title Company or its issuing affiliate to issue its regular form of owner's title insurance policy in the amount of the Total
Purchase Price, subject only to the following (collectively referred to herein as the "Permitted Exceptions"): (i) title exceptions set forth in Section 5
above; (ii) the usual iitle exceptions contained in owner's tiile insurance policies issued by the Title Company or its iitle issuing affiliate; and (iii) iiile
exceptions pertaining to liens and encumbrances of a definite or asceriainable amount which may be removed by the payment of money at Closing
and which Seller shall so remove at Closing by using the funds to be deposited by Purchaser in the Closing Escrow. The commitment for tile
insurance shall include extended coverage including coverage over mechanic's liens up to the amount of the Total Purchase Price for the Purchased
Unit. Saidcommitmentfortitleinsuranceshall beconclusiveevidenceofgoodtifie.

(0 At Closing, Purchaser shall deposit in the Closing Escrow Purchaser's pro rata share of the Iniiial Working CapitalAccount, as
provided in Seciion 6.7 of the Declaration, Purchaser's Insurance Premium payment, the balance of the Total Purchase Price, s[ecified in the closing
statement delivered to Purchaser, and the documents required by Purchaser's mortgage lender, if any, and Purchaser shall cause Purchaser's
mortgage lender, if any, to deposit in the Closing Escrow ihe proceeds of Purchaser's mortgage loan, without further notice or direction from
Purchaser. At Closing, an amount equal to Purchaser's pro rata share of the Initial Working Capital Account shall be paid by the Tifle Company to ihe
Association and the Insurance Premium Payment shall be paid to Seller to reimburse Seller for prior advances.

(S) lf the title commitment or policy delivered to Purchaser shows title exceptions other than the Permiited Excepiions, Seller shall
have 30 days from the date of delivery thereof to Purchaser to cure the additional exceptions and Closing shall be delayed until said exceptions are
cured. lfSellerfailstocuresaidexceptionswithinsaid30-dayperiod,Purchasershall electuponnoiicetosellerwithinten(10)daydafterthe
expiration of the thirty (30) day period to accept title as shown in said commitment or policy without any reduction in Total Purchase Price or to
terminate this Agreement. lf Purchaser elects to terminate, this Agreement shall be null and void and all deposits and payments made by purchaser
to Seller shall be returned to Purchaser without any further obligation on either party hereto. Purchaser's failure to so elect to terminate rne
Agreement shall be conclusively deemed an election by Purchaser to accept title as shown in said title commitment or policy.

7. TAX PRORATIONS:

(a) Gook Countv Real Estate Tax

(i) Past and Future Real Estaie Tax Bills. Seller shall pay when due all real estate taxes owing for all years prior to
the year in which the Closing occurs and such taxes shall not be prorated at Closing. Purchaser shall be responsible for'all real estate
taxes issued for the Purchased Unit for all years after the year of Closing.

(ii) Separate Bill for year of Closinq. lf a separate real estate tax bill will be issued for the Purchased Unit for the
calendar year in which the Closing occurs (payable in the next calendar year), Purchaser will be responsible for paying said tax bill or
bill(s) when due and Purchaser will receive a credit at Closing for that portion of the calendar year in which the ilo;ind occurs from
January 1"tup to, but not including, the date of closing pursuint to the followrng:

(1 ) lf at Closing, a tax bill exists for the Purchased Unit for the prior calendar year, such credit shall be based on
100o/o of the most recent ascertainable real estate tax bill for the Unit and Parking Spaie(s), if any.

(2) If at Closing, a tax bill d oes not exist for the Purchased Unit for the prior calendar year, but the Cook County
Assessor's records available at the time of Closing provide a separate real estate tax or assessed value for each Unit in tne
Property ("Separate Unit Tax Information"), such credit shall be calculated based on 1 00% ofthe tax or assessed value (usino
the most recent ascertainable state and local tax rates, if needed) for the Purchased Unit contained in the Assessor,s recordj

. (3) lf at Closing, no bill exists for the Purchased Unit for ihe prior calendar year, and Separate Unit Tax
Information is not available, but either a real estate tax bill exists for the Propefty for the prior calendar year
or the Cook County
Assessor's records available at the time of the Closing provide a separate real estate tax or assessed value for the eroperty
("Separate Property Tax Information"), such credit wiil be calculated based on 100% of either the most recent
ascertainabre
real estate tax bill for the Property or the Separate Property Tax Information (using the most recent ascertainable
state and local
tax rates, if needed), as the case may be, multiplied by the Percentage Ownership Interest in the Common Elements
appurtenant to thepurchased Unit.

(4) lf ai Closing, no real estate tax bill exists for the Purchased Unit for the prior calendar year, and
Separate
Unit Tax Information is not available and no prior real estate tax bill exists for the erojerty and Sepirate properiy
Tax
Information is not available, then such credit will be calculated based on 100% of the most recent ascertainable
real estate tax
bill(s) for the tax parcel(s) including all or any portion of the land on which the Building is located (,'Land',),
or other
lmprovements on the Land (he "Overtapping Tax Parcels"), multiplied by the percentage of iuch bill(s)
to be allocated to the
Property under the REA and/or such other applicable document, and furtner mutiiplied byihe percentage
ownership Interesi in
the Common Elements appurtenant to the purchased Unit.

Each proration made underthis subseciion 7(a)(ii) shall be reprorated upon receipt ofthe
actual real estate tax bill forthe purchaseo
Unit for the calendar year in which the Closing occurs.

(iii) . NoSeparateBill forYearofclosing- lfaseparatereal estatetaxbill will notbeissuedforthepurchasedUnitforthe

calendar year in which the Closing occurs (as determined by Seller), then Seller shail
be r"sponrioie foipaying the real estate tai niriGl ior
the Property, or for paying the portion of real estate tax bili(s) for ihe overlapping Tax paicels
allocateclio the property under the REA
and/orsuchotherapplicabledocument,forthecalendaryeaiinwhichtheilosingoccurs. AtClosing,purchasershall
paytoselleran
estimate of Purchaser's share of such tax bill(s) equal to 2.00% of the Total Base Purchase price
multi[lied by a fraction, the numerator of
which is the number of days in such calendar year from and after the date of the closing
and oenominaior ot which is 365.
The alnoLrnl paid
I rre amount palo io
lo Seller
seller under this subseciion 7(a)(iii) shall pg.d"!o.:$"'!
be by Seller into a segregated interest bearing account (,'Tax
Escrow") into which Seller shall also deposlt simitiiiunos paid to Se]ldr in ionnection
with ciosi-ngs of other purchased units in the
Property. Seller may use the proceeds paid by Purchaser under this,s'rlbsection (ciano
ttubsection (c) and deposited
oeposited in such segregated
seoreoated account
eccoilnr (together
/innarhar
with any interest earned thereon) to pay the real estate tax portions of such tax bill(s) for which Purchaser is liable
tiahte under
I rnr.tar rhic
this
subsection 7(a)(iii)

Page 3 of 8
 City of Chicago Residential Reat Estate
Developer License #241 8452

The portion of the real esiate taxes for the Property or the Overlapping Tax Parcels for which Purchaser is responsible under this
subsection 7(a)(iii) shall be calculated and reprorated when the final real estate tax bills for the year in which the Closing occurs are
available, as follows:
FILED DATE: 9/2/2020 5:22 PM 2020L009446

o.",,., *f;3"0",*Jfffi"f#ili"nX,i"',l?ii,'l3ilJ:lilt:T:"S"',ilTf"fi:::X,{,fi'i,i.::i::H,iffi:?,Ul;"[ii:""iffi:i
blll(s) to Purchased Unit based upon the Separate Unit Tax Information. In such eveni, Purchasei shall be liable for a portion of
the amount allocated by Seller to the Purchased Unit for the entire calendar year, multiplied by a fraction, the numerator of
which is the number of days in such calendar year from and after the date of Closing and denominator of which is 365.

(2) lf a separate tax bill(s) is issued for the Property for the year in which the Closing occurs, and Separate Unit
Tax Information is not then available, then Purchaser shall be liable for a portion of each such iax bill(s) equal io the total
amount of such tax bill(s) multiplied by the Percentage Ownership Interest in the Common Elements appurtenant to the
Purchased Unit and further multiplied by a fraction, the numerator of which is the number of days in such caiendar year falling
on or aft6r the date of the Closing and the denominator of which is 365.

(3) lf a separate tax bill(s) is not issued for the Property for the year in which the Closing occurs, then
Purchasershall be liable fora portion of the tax bill(s) forthe Overlapping Tax Parcels equal tothe total amount of each such
tax bill, muliiplied by the percentage of such bill to be allocated to the Pioperty under the REA and/or such other applicable
document, and further multiplied by the Percentage Ownership lnterest in the Common Elements appurtenant
to the purchased
Unit and further multiplied by a fraction, the numerator of which is the number of days in such calendar year fatting
on oi after
the date of the Closing and denominator of which is 365.

In the event the Tax Escrow paid by Purchaser is less than the amount actually owed by purcnaser pursuant
to the above
calculations, then upon fifteen (1 5) days written notice by Seller, Purchaser shall payto Seller the amount of such
deficiency. In the
event the Tax Escrow paid by Purchaser is more than the amount actually owed by Purchaser pursuant to the
above calculations,
then Seller shall return to purchaser such overage.

Further, ifSellefs attorneys are successful in reducing the proposed real estate tax assessed valuation
relating to the property (or
any part thereof, including but not limited to the Purchased Unit for the year in which the Closing occurs,
Furchaser shail oe
responsible for its proportionate share of such attorneys' fees, in accordance with and consistent with
the proiisions of this Section
7. The terms of this Section 7 shall survive the Closing.

(b) Lakeshore East Special Assessment District Taxes. The Lakeshore East Special Assessment District
Tax shall be prorated
between the parties as follows:

(i) Seller shall pay all special assessment district taxes owing for all years prior to the year in which the Closing occurs
and such taxes shall not be prorated at Closing.

(ii) .Seller shall

pay all special assessment district taxes relating to the Purchased U nit, if
any, and owing for the year rn
which the closing occurs, if such taxes are due and payable prior to the ctosing. In the event
that Seiler pays suih taxejano a
portion (or all) of the such taxes are attributable to a period from and after the
Clising, purchaser shall pay to-seller at closint an
amount, as reasonably determined by Seller, representing Purchaser's estimated pioportionate
share of such taxes.
(iii) lf Seller determines that any special assessment district taxes relating to the
Purchased Unit for a period prior to the
closing will be due and payable after the closing, Purchaser shall be responsible for paying
such taxes. In such event, purchaser
shall receive a credit at Closing in an amount, al reasonably determined'by Seller,
repies6nting Sellers estimated proportionate
share of such taxes.

(iv) In the event that the actual special assessment district taxes attributable
io the year in which the Closing occurs are
different from that assumed by the parties intheir prorations at closing, the parties
shall prompily reprorate such taxes based upon
the actual final bills therefor.

8. CONSTRUCTION AND WARRANTIES:

(a) seller agrees to use reasonable efforts to s_ubstantially complete the unit on
or before six (6) years from the contract Date, in
substantial compliance with the outline plans and specifications therefore
business hours at the sales office of sell'er; provided however, line "eiani;y, which plans are avaitioie'ror purchaser,s inspection durrng
if the unit sh;ll not ne suostantially completed witttin six
Purchaser may terminate this Agreemeri'upon written notice 101 years of the contract Date,
to sellef, which notice shall be delivered within ien (10) business days after
expiration of this six (6) year period. lf Purchaser does not the
timely aeliver writien notice to setter of its intent io terminate pursuant to this
than Purchaser's right to terminate pursuant ot this section 8(a) section,
;hall be null and voio ano of no further force oi etr""t. Notwithstanding anythrng
contained herein to the contrary, Purchaser acknowledges
and agrees that seller shall not be in default undeithis ngreement to the
unable to perform any of its obligatlons on account oilny extent seller is
prescription' national emeroency, act of God,
strikior lanor proniem, energy shortage, terrorist acts, governmentar pre-emption
o-r any otfrer cause of any kin'd oevonl ine reasonabl6
or
(including, without limitatiori, ttre ptans for th; co;in;; control of seller (,,Force Maieure,,). The plans
Property and further provided that the boundaries
Lementsy may .h;;;; f.,i iime to time in order to accommodate seler,s changes to the
oitne Purchased unit shaltil ai finally depicted in the plat attached to
hereby granted the right, without notice to Purchasei the Declaration. seller rs
but subject to the termi inJ the Act, to maie crranges to the floor plans and the
HlanssubjecttothetermssetforthinthisAgreemgntrlgeneial,andthissectiong,inparticular. "onoition.'of Nochangesshall bemadeintheroomdimensions
of the unit shown on the Plans without the clonsent
of Puichaser(which
thal Seller may Ghange the room dimensions without purcrrasert
;"*;;iri;ii;.t oe unreaslnaniviritnnJl, derayed or conditioned), except
ifij .;;'"nrng" wiil not r_esuit in a square footage reduction
tlve percent (5%) of the gross square footage of the Unit (a: ";;r;;i
calculat,eo pii d6.ii*'e-ie) hlreof), or
exceedrng
tiil sJlieioelms 1 necessary to accommodate
structural or mechanical elements of the B=uilding to comply
with local code.
governmental asencies *"YfTj.::3lls-llgtoresojloitinvsucncninges;;rtin-amateriat 9t1ues, o.orolnrnc"r, regulationi.or requirements of inspecting
determined bv seller's architect, Purchaser mav el6ct deviationirJmtne-pransrorthepurchasedunitas
td termfnate t]'i: Asj;r-r;;i
nv giuing seile;;;itt;;n;ti." li]t,
days after Purchaser receives notice or sudr't iningel in
(1 0) to terminate within ten
which evenrFurchaser,i iote and exclusive remedy sha, "re.tion
hereof. be as set forth in section 14(c)

(b) within ten (1 0) days after notice thereof to Purchaser by seller,

Purchaser shail make all color and materiar selections permitted
for the Unit from such samples and on such forms
as selter shall pt";G,;il;;ir'plv tne requisite deposit on such serections and upgrades
executeanyrequiredcontractaddendum selectionssomadebyPurchaserifrarro.innar,andnochangesbypurchaserincororsormateriarssharl and
bepermitted rimeisoftheessence'Purchaseracknowledgesahdagreesthatfailuietomakeselection!withinsuchtimewill
herein lt purcnaieitaili to complete th" ;;r;;il. p.rgce^ssr
dates set forth in subsection (a) resultinadelavofthe
addendumandpavmentoftherequisitedepositwiirrinsaiot"niro) incruding the execution of the required c-oniract
hold Purchaser in default' or (ii) make said tbr"iiionr
brvi
ior purcnas'er,br liiijinitarr
"iri-"ii".a"ooyseireiiiiissLJi,pti":r,selerreservestherightio(i)
stanoaro iinisn"s io uuoiJJ"Llinin" .orpr"tion of the unit and,
any $ucn event, Purchaser does hereby ratify and in
accept any such selections maoe ty seller on behalf of purchaser.
(c)
::ir?:i,:?lffii,:?;, ilg:l yJ11:'ii",:lnf":*.lf:::,t^.^:^:yl,F ryFrills or brano names (incruding, without rimitation,
;iJJi:::i?sli:T'li:::,?:Til,fl:ir1';ul[t"t':ivJ*^1ru;1"#:-*{iiii:it:Hi:r,i:l'fl:,t?fi'"1 }?s,'.'g::xtts;xistLifiix',"i;
:i?il*"f.:,:ff5#lfrli,''1tr;*ili"tl,ll;'":*t"*il;,.:*l!,?:T,*:a::F.leil;'fi:
or finish of any setection aJinstarreo miy-v;il i;ih;#ff!:;#:'i,;i;J:;ilH;i ilil5:iil:13J,!::ii,'fi"X11,:?Tjl?:i5:ff:S
t"oer unrt snarr be representative only, and ihe cotor, ihade
reserves the ;ight to ;el;; and modiry the 6*g*::1""*:l:',lrp^i"15:,it1i1iidriE!i[:r.ii;,i.i,,',,:.1ffi:%;JT.::fi1fil:il',?:l3,.',"ll,T
exterior cotors enrt rinichinn m,r6r;6t6 ,^;'-"llhj.:yjl1l-dg:i.s,l
and appearance'of the Buitding, 6e'iler
B"TX:,.Tefi'"11J""ff;:"13ilfijff-HjH
:;JllT'"*5';[J:iljllli?Jj'l,'tfl lln*:*lli;i:**n]":iri"tiliiiii:i::'r.,r -'ri:l?si$:,i':'Ji.x[1JJ]*::':flj:i:Jsil:tll:
Itiffi:,i,,f,:T:1",;j'xy:?:,fli,;tlmX,J*:j:lxl*rf**j,:1.:*iii'J"",,?{:fi:iffj,tff?#ijliJSi',i.Ji..:gii?._ji?:'ff
display purposes only and are not included
ii tne purcnaseO Unlt set forth herein to the contrarv.
(d) Seller warrants the Unit for a period of 1 the Closing as expressly set forth in a Certificate of
Limited Warranty (in

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 City of Chicago Residential Real Estate
Developer License #241 8452

substantially ihe form presented in the Property Report) to such effeci upon Closing. The Certificate of Limited Warranty will exclude nail popping
and cracks because, as is customarily found in all new construction and substantial renovation, nail popping or cracks may occur in the wallb'ano
ceilings not because of fauliy workmanship or defective materials, but because of normal settling of the building or shrinkage or materials, and Selrer
FILED DATE: 9/2/2020 5:22 PM 2020L009446

shall not be responsible for the repair of such items, or for any repairs or decoration necessitated by normal settling or shrinkage of maierials. Selter
further will furnish a Certificate of Limited Warranty to Vista Residence Condominium Association upon recording-of the DeclSration whereby Setrer
will warrant for a period of 1 year from such recordation against defects arising out of faulty workmanship or material in connection with the c6mmon
elements. SELLER HEREBY EXCLUDES AND PURCHASER HEREBY KNOWtNGLy, VOLUNTAR|Ly, FULLy AND FOREVER WA|VES, ANy
AND ALL OTHER WARRANTIES, EXPRESS OR |MPL|ED (INCLUD|NG, WITHOUT L|MITAT|ON, ANy tMpLtED WARRANTY OF
MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND WHETHER PERTAINING TO PATENT OR LATENT
DEFECTS), WHETHER ARISING FROM CUSTOM, USAGE, COURSE OF TRADE, STATUTORY OR CASE LAW OR OTHERWISE, WITH
RESPECT TO (l) THE PURCHASED UNIT AND ANY PERSONAL PROPERTY CONTAINED THEREIN, and (ll) THE COMMON ELEMENTS, AND
ANY AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED BY SELLER. PURCHASER'S INITIALS BELOW ARE INTENDED TO
EVIDENCE PURCHASER'S WAIVER OF THE IMPLIED WARRANTIES SET FORTH ABOVE AND OF PURCHASER'S ACCEPTANCE OF
SELLER'S CERTIFICATE OF LIMITED WARRANry AS THE SOLE AND EXCLUSIVE WARRANTY OFFERED BY SELLER. Notwithstanding tne
foregoing, in the event that new personal property is included in the Unii and such new personal property is covered by any manufacturer's warrinty,
any such warranty shall be deemed to have been assigned io Purchaser, without recourse to Seller, upon the Closing. The provisions of this Section
shall survivetheClosinganddeliveryofthedeedtoPurchaser. TheeffectofPurchaser'sacknowledgmentofthedisclaimersetforthherein,and
their initials below, is that after closing the Purchaser can only sue for breach of the Certificate of Limlted Warranty.

(e) The parties acknowledge that the area of the Unit shall be calculated using the following methodology: (i) for exterior warrs,
measurements are taken to the outside face of the exterior wall with no deduction made for recessed glass surfaces; (ii1 tor interior demising
partitions between adjacent residential units, measurements are iaken to the centerline of the partition; (iii; for interior demising partitions/walls
separating a Unit from adjacent common areas, measurements are taken to the outside face of the partition, up to a maximum thickniis of 12 inches;
(iv) no deductions shall pariitions. shafts,
shall be made for pariitions, shafts. columns or other structural elemenls interinr
siructural elements, constflr.Jinn or equipment
interior construction t^.'rArr wholly
enrrinmenf located ,^,h^ilv oi
partially within the Unit; (v) folmulti-story units, no deductions shall be made for stairs or volume spaces which exist on moie than a single ^r
floor ind
(vi) balconies, terraces, roofiops or other outdoor spaces shall not be included in the area calculation.

r(wE),As UNDERSTAND THIS SECTION 8 AND I (WE) HAVE HAD THE OPPORTUNIry TO SEEK
PROFESSIONAL AND LEGAL IMPLICATIONS, AND AFTER DOING SO, KNOWINGLY AGREE TO ITS
TERMS AND THE R-DISCLAIMER OF THE WARRANTY OF HABITABILITY AND THE WAVIER AND EXCLUSION OF ALL
WARRANTIES, OR IMPLIED, OTHER THAN LIMITED WARRANTED AS SET FORTH ABOVE,

POSSESSION AND Purchaser shall not enter or be entitled to possession of ihe purchased unit, or enter onto
until after Closing, except for the purpose of the customer orientation which shail be conducied with authorized agents of Seller,

Declaration, and (iii) a schedule and related rules and regulations to be established for the purpose of coordinating occupanciejwith other unit
purchasers and with construction requirements, elevator usage and other similar matters.

10. SELLER'S EASEMENT: For the purpose of completing the development and construction of all stages of the project containrng
the Property (including, but not limited to, the construction and sale of uniti in the Building), Seller and its successors aind assigns, and its agents,
contractors, employees and_ subcontractors are hereby given the right of ingress and egresi, and other use ofthe Property, including, but not limited
to, maintaining signage and storing materials (other than the Unit after Closing) related to said development and construction. This Section shall
survive Closing and recording of a deed to the purchased Unit.

11. ASSIGNMENT: This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their respective herrs,
executors, administrators, devisees, personal representatives, successors and assigns; PROVIDED, HOWEV'ER, THAT pURCHASER MAy NOT
ASSIGN, SET OVER, OR TRANSFER THIS AGREEMENT, oR ANY oF PURCHASER'S RtcHTS OR TNTERESTS UNDER THtS AGREEMENT
WITHOUT SELLER'S PRIOR WRITTEN CONSENT WHICH MAY BE GRANTED TO WITHHELD IN THE SOLE AND ABSOLUTE DISCRETION
OF SELLER, AND ANY ASSIGNMENT WITHOUT SELLER'S CONSENT SHALL BE VOID AND DEEMED AN IMMEDIATE DEFAULT
HEREUNDER. lN THE EVENT THAT PURCHASER OFFERS THE UN|T FOR SALE WtTHtN ONE (1)YEAR OF THE CLOSTNG DATE, SELLER
SF{ALL HAVE THE RIGHT To REPURCHASE THE uNtr AT THE oRtctNAL pURGHASE pRtcE pAtD By puRcHAsER; provided, ho*ev"r,
that Seller shall not have the right to repurchase hereunder if the precipitating cause of Purchaser's proposed sale of the purchased U nit
is the d.eath or long term disability,of Purchaser (or either of th-em).-seller's right to repurchase pursuant to this Section 11 shall be
subordinate to the rights of the holder of any mortgage or trust deed hereafter pliced on ihe Purchised Unit. Seller shalt nave tne ritnt to
assignthisAgreement,withoutPurchaser'sconsent,subject,however,toPurchaser'siightsunderthisAgreement. purchaserherebyacknowletges
that.all of Seller's rights, title and interest in, to and under this Agreement have been or may be collaterally assigned to a lender as
security for a loan
made or to be made to finance Seller's acquisition and development of the Project, and Furchaser conienis-io such assignment.

12' BRoKER: Purchaser represents and warrants thai no brokerwas instrumental in submitting, showing or selling the purchased
Unit to Purchaser except for any real estate agent or broker for whom a Broker's Regishation Form was compt6ieO and executed
on or before the
submittal of this Agreement, and agrees_to indemnify and hold Seller harmlessirom any claim based bn facts which are
contrary to said
representation. Seller shall be responsible for payment of a fee or commission to the Purchasei's Broker, but such commission
shall be based solely
ontheTotal PurchasePrice,excludingupgrades,ifany. Further,suchcommissionshall bepaidonlypursuanttoawrittenagreementbetw""nsllf"t
and the Purchaser's Broker and only upon the Closing.

13. NoTlcES: All notices and demands herein required or given hereunder shall be in writing and shall be deemed sufficient if
personally delivered or delivered by commercial messenger service, orfacsimile transmittal, or mailed
by registere"d or certified mait, postagJ fr;paiO,
return receipt requested, to Seller at the address listed on Page one of this Agreement, or to Purchaser at the home address
set fortil on p'agi one of
thisAgreementortosuchparty'sattorney. Thedateofsuchpersonal deliverynotice,mailing,ortransmittal shall bedeemedthedat'eo-fnotice.

The foregoing notice provisions shall not apply to Purchaser's 7 days right to cancel pursuant to the Interstate Land
Sales Full Disclosure
Act.

14. DEFAULTS:

(a) Time is of the essence of this Agreement. lf Purchaser (i) shallfail to make any payment herein required when such payment
is
due' (ii) shall fail to close on the date designated by Seller, (iii) shall notify Seiler orally or in writing that Purchaser intends not to
close the iransaction
contemplated herein or that Purchaser intends not to close.same on the date designated by S6ller for any reason not
expressly permitted by this
Agreement, or (iv) shall fail or refuse to carry out any other obligation of Purchaser tinder the terms of this Agreement
and any amendments hereto,
and fails to cure such defaults within ten (10) days of Seller's written notice of default, then all sums theriiofore paid
or scheduled to be paid by
Purchaser, including the Earnest Money or for Extras, shall be retained by Seller, subjeci to the last sentence hereoi,
not as penalty but as liquidated
damages, and this Agreement shall thereupon terminate and be null and void and of no further force or effect. The foregoing
tiqlioateO oi.rgu"
represent the parties' good faith agreement as io an agreed upon amount which shall have been incurred
by Seller and which shail otherwise noi be
susceptible of exaci ascertainmenl. lt is further agreed that sums scheduled to be paid by Purchaser shalllnclude but not
be limited to any balance
remaining to be paid as Earnest Money. In addition, Purchaser shall reimburse Setler tor any costs or expenses (including
legal fees) incurred by
SellerrelatingtoaPurchaser'sdefault. Notwithstandinganythingcontainedhereintothecontrary,pursuanttosectionlT03(d)ofthelnterstateLano
Sales Full Disclosure Act, if Seller terminates this Agreement due to Purchaser's default, after Purchaser has deposited
an amount equal to 1 5% of
the Total Base Purchase Price (exclusive of inierest), Seller shall refund to Purphaser any amount which remains
from purchaser's deposits after
subtracting: 15% of the Total Base purchase price, or the amount of actual damages, whichever is greater.
(b) In the event that Closing shall be delayeo of Purchaser and Seller shall elect, upon written notice to purchaser, to
extend the Closing, the Purchasershall pay at Closing, in add €ll other sums then due hereunder, the sum of Five Hundred Dollars ($S0O.0O)
per day for each day or part thereof that the Closing iJ Oeffi the original closing date designated by Seller not as a penalty but as iiquidated

Page 5 of 8
 City of Chicago Residential Real Estate
Developer License #241 8452

damages for such delay.

(c) lf Seller defaults_in the performance of any of its covenants or oblig ations hereunder, and fails to cure such default within ten (1 0)
FILED DATE: 9/2/2020 5:22 PM 2020L009446

days after Purchaser shall deliver to Seller wriiten notice thereof, the Seller shall return to Purchaser all sums theretofore paid to Seller by purchaser,
with interest, actually accrued on the Earnest Money, and shall reimburse Purchaser in an amount equal to Purchaser's verified oulof-pocKet
expenses incurred in connection with this Agreemeni (which reimbursement shall not exceed seven hundred fifty dollars (9750.00)), as the sole ano
exclusiveremedyofPurchaserhereunder. ThisAgreementshallthereuponbenullandvoidandofnofurtherforceoreffect,andneitherpartyshall
have any further obligation hereunder.

(d) In the event that this Agreement shall for any reason terminate (provided in the event of a Seller's default, Seller has complied
wiih Section 14(c) above), Purchaser shall be deemed to have released any claim which it may then have against Seller or the Properiy. nnyining
herein contained to the contrary notvvithstanding, Purchaser shall pay all legal and other costs and expenses which may be incurredby Seller in
defending itself or the Property againsi any claim which Purchaser may thereafter assert, or in removing any cloud ufon tile which may arise
becauseoftheactofPurchaserprovidedSelleristheprevailingpartyinsuchclaimoraction. Insuchevent,Purchasershall executeanyquitclaim
deed relative to the Property or any release in form requested by Seller.

(e) In the event that Seller fails and/or is unable to obtain any governmental approvals or required approval(s) under applicable
ordinances necessary to construct the Building, then this Agreement shall be terminable by Sellerat Seller's option upon'written irotice to puichaser.
In the event of such terminaiion, Seller shall return to Purchaser any Earlest Money deposited along with any interesi earned thereon and the parties
shall havenofurtherobligationunderthisAgreement. Innoeveniwill Seller'sfailLreioobtainany-governmental approvalsnecessarytocohstruct
the Building be considered a default of Seller under this Agreement.

15. PURcHASER'S STATUS: Purchaser represents that Purchaser's current intention is to initially occupy the Unit as purchaser,s
principal residence. Purchaserherebyrepresentsandwarrantsasofthedatehereof,PurchaserisacquiringthePurchdsedUnitforpersonal use
and not for resale on or prior the Closing and that in acquiring the Purchased Unit, Purchaser is not actirig asigent or nominee for any undisclosed
party.

16. RECORDING: Purchaser shall not record this Agreement, nor any memorandum hereof. lf Purchaser shall record the same,
then this Agreement shall, at Seller's option, become null and void, all the rights of the Purchaser hereunder shall thereupon cease and terminate and
all sums paid to Seller shall be forfeited by Purchaser and become the sole property of Seller.

17' MATERIAL DESTRUCTION: lf, prior to Closing, the Purchased Unit or a material portion of the Building, which portion is
required for reasonable access to the Unit, shall be destroyed or materially damaged by fire or other casudlty, Seller shall have ihe option to repair
and restore the Purchased Unit or the damaged portion of said Building to its former condition prior to the dite stated in Section B(aj (and Cloiing
shall be postponed accordingly), or to terminate this Agreement. In the event of such termination, all sums theretofore paiO to Setter shall be
refunded to Purchaser, andx^eitherpartyshall have any further liabilityto the other. Forpurposes of this Section 17, "materi'al" damage is damage
requiring more than $500,000.00 or one hundred twenty (120) days to repair.

18. HEADINGS: The headings and captions contained herein are inserted for convenient reference only and shall not be deemed to
construe or limit the Sections to which they apply.

19. GENDER: Wherever appropriate, as used herein, the singular shall denote the plural and masculine shall denote the feminrne.

20. ENTIRE,AGREEMENT: All negotiations, dealings, correspondence and memoranda between ihe pariies hereto are merged into
this Agreement, which constitutes the entire agreement between Purchaser and seller. PURCHASER ACKNoWLEDGES THAT ANy -SALES
BROCHURES' ADVERTISING MATERIALS AND DESCRIPTIONS OF FEATURES AND AMENITTES PERTAINING TO THE PROPERTY AND THE
BUILDING SHALL NOT BE DEEMED A PART OF THIS AGREEMENT UNLESS THE SAME ARE ATTACHED HERETO OR ARE EXPRESSLY
INCORPORATED lN THIS AGREEMENT. No salesperson or employee of Seller has authority to modify the terms hereof, or has any authority to make
any representation or agreement not expressly contained in this Agreement or any exhibits attached heieio, and only those expressly contain'ed
herern
shall be binding upon Seller or in any way affect the validity of this Agreement or form any part hereof. Purchaser acknowledges that, except as
expressly stated herein, no representations have been made by Seller, its agents or employees, in order to induce the purchaser to enter into this
AgTEEMENI. NO REPRESENTATIONS, WARRANTIES, UNDERTAKINGS, OR PROMISES, WHETHER WRITTEN OR ORAL,
EXPRESSES OR
IMPLIED' CAN BE MADE OR HAVE BEEN MADE BY SELLER OR PURCHASER OR THEIR RESPECTIVE AGENT, OFFICERS OR EMPLOYEES,
UNLESS EXPRESSLY STATED HEREIN OR IN THE CERTTFICATE OF LIMITED WARRANTY OR UNLESS MUTUALLY AGREED
UPON IN
WRITINGBYTHEPARTIESHERETO. lfmodel unitsareavailableforPurchaser'sinspection,Purchaserherebyacknowledgesandagreesthatthe
appliances, decorative fixtures, trim, furnishings, decorative floor and wall coverings and all personal property loiated in any such model
units (or as
may otherwise be set forth in any marketing materials, including, without limitation, any advertising literature or Lrochures) are for
display purposes onty
and are not included in the Unit unless specifically set forth herein or in an addendum executed pursuant to Section B ofthis
Agreemlnfto thb contrary.
Further, it is agreed that in the event Purchaser is comprised of more than one person, then any one of the Purchasers shlll have
authority to bind
Purchaser without the consent or approval of any others.

21' RIDERS: Amendments, exhibits, supplements or riders attached hereto, are incorporated herein and made a part hereof;
provided that all such amendments, exhibits, supplements or riders shall be in writing and executed
by both purchaser and Seller.
22' SURVIVAL/S.EVER.ABILITY: All representations and warranties of the parties shall be deemed to survive the Closing.
The
invalidity of any provision of this Agreement shall not impair or affect in any manner tne vaiidity, enforceability or effect
of the remainder of this
Agreement.

23' DEFINITION OF TERMS: All terms used herein, if defined in the Declaration, shalt have the same meanings as in
tne
Declaration, unless specifically defined otheruise in this Agreement.

24' PARTIAL INVALIDITY: The invalidity of any of the provisions of this Agreement shall not affect or impair the validity
or
enfbrceability of the remainder of this Agreement.

25' ATToRNEY'S APPROVAL: This Agre-ement is contingent upon the approval hereof as to form by the attorney(s) for purchaser
andSellerwithinten(10)daysafterSeller'sacceptance-ofthisAgreemeni. Unl'esswrittennoticeofproposedmodificationstothisAgreementis
givenwithinthe,timeperiodspe-cifiedabove,thiscontingencyshill LredeemedwaivedandthisAgreementwill remaininfull forceandeffect. lf
written notice of proposed modifications is given within the time period specified above, then the pirties shall have
five (5) days to negotiate iuch
proposed modifications. In the event the parties cannot re^ach agreement on such proposed
modifications within the five (5) day period, or any
exiension thereof by mutual agreement of Purchaser and Seller, then Purchaser or'Seile|. shall notify tne otnei
ln writing of such failure to reacn
agreement on the proposed modifications and this Agreement shall be null and void and the EarnesiMoney
shaLl be returned to purchaser. The
notice of modification may be given by either party hereto or by their respective attorney.

26' HEATING cosT DlscLoSURE. The Building is of new construction and therefore no past
history of heating costs exists. The
primaryheatingenergysourcefortheUnitwill beacentral.hotwateiboilerplant. Seller'sengineernasdeve'iopedanengineeringmodel
the anlicipated heating losses for residential dwelling units in the Building. Sellefs enginder developed toestimate
the loss ftoor model based on ASHRAE
guidelines for load calculations. The estimated heating energy costs for-a particular
u-nit depends upon a number of factors, such as the unit,s
location within the Building and its square footage. The iollowing estimated annual heating.enbrg-y
costs can be applied to the units in the Building
and areestimated- based upon square footage and location within the Building g S7+g.g5 p";t"*The above estimate does not
includethecostofelectricity,laxesoroihercharges. Theabo_veestimatesaiecomf,rilEoiicerta-inneffi'cosis*nicnareincludedinthemonthty
assessments attributable to the residential dwelling units. Purchaser acknowledges that such
estimatei are estimates only and that the actual
consumption and cost of heating will vary according to usage, weather condiiions, l"ocation of the Unit within
the Building, orie,itation ano Lnrng" in
applicable rates and costs for natural gas.

an offer bv:'.'^,,^.,^19 1:!:l-vtlp!. ]nesu!.missionbvsellerofthisAgreementtoaprospectivepurchaserforexaminationdoesnotconstitute

seller to sell, or a reservation of or option for any unit inlhe property. rhi;;5iru;;;iiliilrt ilo"mITco;i;:iffii;l"J.T,';:li;
delivered by Purchaser and Seller. , l--'

o$( Page 6 of 8
 City of Chicago Residential Real Estate
Developer License #24'1 8452

28' SELLER. lfthisAgreementisexecutedbySeller'sagent,suchagentrepresentsthatitisauthorizedtoexecuteanddeliverthis

AgreementonbehalfofSeller. TheliabilityofSellerunderthisAgreementoranyamendment,oranyinstrumentordocumentexecutedinconnection
with this Agreement shall be limited to and enforceable solely against the assets of Seller constituting an interesi in the Property and noi other assets
FILED DATE: 9/2/2020 5:22 PM 2020L009446

ofSeller. AssetsofSeller,ifitisaparinership,donotincludetheassetsofthepartnersofsuchpiartnership,andanegativlcapital accountofa

partner In a partnership and an obligation of a partner to contribute capital to the partnership shall not be deemed to be assets df the partnership
which is Seller. No directors, officers, employees or shareholders of any corporation or members of any limited liability company which may at any
time be Seller or a partner of Seller shall have any personal liability arising from or in connection with this Agreement.

29. MORE THAN ONE PURCHASER. lf Purchaser consists of more than one person or entity, each such person or entity shall be
jointly_andseverallyliablefortheobligationsof PurchaserunderlhisAgreement. AnynoticerequiredorpermiitedhereundergivenOySti'f,-.rioan'
one of the parties constituiing Purchaser or given by any one of the parties constituting Purchaser to Seller, shall, for all purloses hereunder, oe
deemed sufficient service of notice and shall be binding, jointly and severally, upon all such parties constituting purchaser. '

30. LITIGATION. To the maximum exteni permitted by law, each of Purchaser and Seller hereby expressly waives any right to trial
by jury of any action, cause of action, claim, demand, or proceeding arising underorwith respectioihis Agreement, orin anyway conneiied with,
related to, or incidental to the dealings of Seller and Purchaser wiih respect to this Agreement, in eachlase whether now exiiting or neieafter
arising, and whether sounding in contract, tort, or otheruise, and hereby agree ihat anyluch action, cause of action, claim, demand 6r proceeding
shall be decided by a court (a/k/a "bench") trial without a jury.

31. SELLER'SPROMOTIONALACTIVITIES. ForthepurposeofcompletingthesalespromotionfortheuniisintheBuilding,seller

and its agenis and representatives are hereby given full right and authority to place and maintain on, in and about the property (excluding ihe
Unit
afterthe Closing), model apartments, sales offices, executive offices, signi and lighting related to said sales promotion purposes, forsucfiperiod
of
time, at such locations and in such forms as shall be determined by Setter in iis ;ole discretion. Sellei-, its agenis drnd representatives and
prospective Unit purchasers are also hereby given, for said sales promotion purposes, the right ofentry upon and ingress and egress
to and from the
Property(excludingtheUnitafterClosing). TheforegoingrightsareinadditiontoanyrightJgrantedtoSelleras"Dlclarant"uidertheDeclaration.

32' BUILDING OPERATIONS. Until such time as an independent board of managers for the Association is elected by the Unit
Owners as provided for in the Declaration, Seller shall have the right to enter i;to contracts or leases w-ith independent contraciors (including,
but not
limited to, parties affiliated with Seller), at reasonably competitive rates for such periods of time and upon such terms as Seller shall
determine, ro
provide the Property with any necessary or convenient services, including, but noi limited to, landscaping
seryice, snow removal service, scavenger
service and the services of a managing agent. lf Seller pays for any such services or advances any funds to tire Association for such prrporur,
Sellershall beentitledtobereimbursedforsuchamounis6ytheAssociation. Theprovisionsof thiisection33shall survivetheClosing.'-

33' PURCHASER'S CONSTRUCTION. Purchaserhereby agrees to indemnifo, defend and hold harmless Seller, the Association,
any land trustee which holds title to the real estate located at the Property, and their respeitive directors, shareholders, partners,
agents ano
employees, from and against all claims, damages, losses, costs and exp'enses, including reasonable attorneys' fees,
arising out of any vi6tations of
any city' state orfederal law, ordinance or regulation, including the Cityof Chicago Building Code, as a result of
any construction of the purchaseo
Unit or alterations or additions thereto undertaken by Purchaser, Purchaser's ag-ents or employees, tenants
or occupants ofthe purchased Unit or
Purchaser's contractors (includlng, without limitation, the cost of any repairs to-the PurchdseO Unit or Building neiessitated
by activities of such
persons) or any items which.Purchaser has requested that Seller leave incomplete. In connection
with an-y work purchaser performsin the
Purchased Unit, Purchaser shall also comply with-any requirements of the Deciaration and rules and regulaiions promutgated pursuant
to the
Declaration and with any other conditions for performance of construction or insurance requirements eslablished'by
Selier for'the safety anO
protection of Seller, the owner and occupants of any other owner defined in the REA and
their respective igents, e;ployees and indepenoent
contractors. Due to the fact that numerous contractors may be working simultaneously in the Builbing, pur6haser agieei
that uny
employed by Purchaser io perform work in ihe Building shali be capablJof working in harmony with contractors emptoyed
by seller or"oritoCtor.
the owner
under the R-EA, and if at any time any picketing, work stoppage or strike occurs as a iesuli of Purihaser's
employment of iontrattors to perfoimwort<
which interferes with seller's construction in ine auitoinq oi construction by owners or tenants of the Retail
Froperty, purchaser shall remove its
contractors until interference no longerwill continue orex]st. Theforegoing injtt noto" deemed to permit purchaserto
undertake anyconstruction,
alterations or additions to the Purchased Unit prior to the Closing Datelnorihall the foregoing in any'way
-purs-uant atect Furcnaser's obligationio corprv *itn
all reQuirements imposed by the Declaration, REA or rules and regulations promulgated tneret6 witn reslect to any construction, alterations
oradditionstothePurchasedUnitundertakenbyPurchaser. Puichaser'sobligationunderthisseciion33shall survivetheclosingoftnrj iareoltne
Property.

34' couNTERPARTS AND ELECTRONIG/ FAGSIMILE SIcNATURE. This Agreement may be signed in counterparts,
each of
which shall be deemed to be.an original, but which together shall constitute a single agreement
and may be executed by facsimile, .pdf format or
oiher electronic format signatures, which shall be deehed an original.

35' NoTIcE REGARDING NATIVE LANGUAGE TRANSLATION. Purchaser hereby agrees ihat it is the sole responslbitity
of
Purchasertoensurepropertranslation ofthisAgreementjnlohisorhernativelanguageifnecessaryforFufthasefsunderstandingoftherightsand
obligations contained herein. Any language translation of ihis Agreement provideo-oy-any
ottne parties hereto is not a binding legal document and is
beingprovidedsolelyforthePurchaser'sconvenience. None6fthepartiesneretoareliableforanyinaccuraciesinanylanguagetranslationorfor
any misunderstandings due to differences in language usage or dialect. In the event of any inconsistencies between this Agreement as set forth tn
English and any language translation, ihis Agreement as set forth in English snati jovern.
The purchaser assumes the responsibility for fuily
understanding the nature and terms ofthe rights and obligations under this Agreemint.

36' RIGHTToREVoKE. PursuanttoSectionlT03(c)ofthelnterstateLandSalesFull

offerorthis Agreement (if executed by seller), at Purchaser's option, untit rit;ight;;the;;;;f DisclosureAct,purchasermayrevise
its
Agreement by Purchaser. ifi;ay folowing execurion of this

SELLER:

Parcel C LLC, a Delaware limited liability

By: Magellan Parcel CD LLC, Steve Vogel

an lllinois limited liability company
Its: Managing Member

By:
Its:

Dated:

Initials
T jK Page 7 of 8
 City of Chicago Residential Real Estate
Developer License #2418452

Exhibit A

LEGAL DESCRIPTION OF UNDERLYING PROPERTY

FILED DATE: 9/2/2020 5:22 PM 2020L009446

UNITJgOl INTHEVISTARESIDENCESCONDOMINIUMSASDELINEATEDONASURVEYOFTHEFOLLOWINGDESCRIBEDREALESTATE:

LOT 5 (EXCEPT THE EAST 20 FEETAND THE WEST 125.0 FEET THEREOF) IN LAKESHORE EAST SUBDIVISION, BEING A SUBDIVISION OF
PART OF LANDS LYING EAST OF AND ADJOINING FORT DEARBORN ADDITION TO CHICAGO, SAID ADDITION BEING IN THE SOUTHWEST
FRACTIONAL QUARTEROF SECTION 10, TOWNSHIP 39 NORTH, MNGE 14 EASTOFTHETHIRD PRINCIPAL MERIDIAN, IN COOKCOUNTY,
ILLINOIS, ACCORDING TO THE PLAT OF SAID LAKESHORE EAST SUBDIVISION, RECORDED MARCH 4, 2OO3 AS DOCUMENT OO3O3O1O45,
WHICH SURVEY IS ATTACHED AS EXHIBIT'A'TO THE DECLARATION OF CONDOMINIUM RECORDED AS DOCUMENT NO.
TOGETHER WITH ITS UNDIVIDED PERCENTAGE INTEREST IN THE COMMON ELEMENTS.

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