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Contract of Purchase And Sale

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Exhibit 10.1

NORTH CAROLINA

CONTRACT OF PURCHASE AND SALE

WAKE COUNTY

THIS CONTRACT OF PURCHASE AND SALE (" Contract" ) is made and entered into this 20 th day of August, 2008 (" Effective Date" ) by and between A4 Realty, LLC (" Seller" ), Gingko Square Associates, LLC or permitted Assigns (" Buyer" ), and Surety Title Company (" Escrow Agent" ).

WITNESSETH

WHEREAS , Seller desires to sell to Buyer and Buyer desires to purchase from Seller upon the terms and conditions hereinafter set forth all of that property located in City of Cary, County of Wake, North Carolina, commonly referred to by Seller as the A4 Building at 5501 Dillard Drive, Cary, North Carolina and more particularly described in EXHIBIT A, which is attached hereto and made a part hereof, together with any improvements thereon and all appurtenances (collectively referred to herein as the " Property" ). NOW, THEREFORE , in consideration of the premises, the mutual promises hereinafter set forth and the earnest money set forth hereinafter, the parties agree as follows:

1 . Purchase Price, Earnest Money, Escrow, Post-Closing Occupancy. (a) The purchase price (" Purchase Price" ) for the Property shall be Seven Million Two Hundred Fifty Thousand and No/100 Dollars ($7,250,000.00).

(b) The Purchase Price shall be paid at the Closing (defined in Paragraph 2(b) below) by bank wire transfer.

(c) To secure Buyer' s performance hereunder and within three (3) days following the complete execution of this Contract, Buyer will deliver to Surety Title Company (the " Escrow Agent" ) the sum of Sixty Thousand and No/100 Dollars ($60,000.00) (together with any additional Earnest Money delivered to the Escrow Agent as described below, the " Earnest Money" ) to be applied to the Purchase Price. Buyer shall deliver to the Escrow Agent an additional Three Hundred Ninety Thousand and No/100 Dollars ($390,000.00) as additional Earnest Money to be applied to the Purchase Price on or prior to the later of the expiration of the Examination Period (as defined in Paragraph 2(a) below) or the third (3 rd ) day after Buyer' s receipt of a Seller' s Condition Notice (as defined in Paragraph 2(c) below).

(d) Seller and Buyer shall execute at Closing a lease in the same form as that which is attached to and made a part of this Contract as EXHIBIT B, for the period from the Closing through ninety (90) days after the Closing and shall permit the Seller to remain in possession of the Premises until such 90 th day.

2. Examination Period; Closing Date; Seller' s Condition.

(a) Buyer shall have sixty (60) days from the Effective Date of this Contract (" Examination Period" ) within which to investigate and examine all aspects of the Property, including, without limitation, the environmental and physical condition of the Property. If Buyer shall be unwilling to proceed to Closing, for any or no reason whatsoever, Buyer may terminate this Contract by delivering written notice to Seller at any time during the Examination Period. If Buyer terminates this Contract on or before the end of the Examination Period, all Earnest Money and any accrued interest thereon will be returned to Buyer upon Buyer' s execution and delivery of a termination statement and release of any rights under this Contract to Seller, together with any copies of any soil or geological reports, environmental reports or surveys obtained by Buyer during the Examination Period; provided, however, Buyer shall make no warranties or representations as to the correctness or accuracy of the content of any such reports, surveys or other similar items. The provisions above concerning delivery of a termination statement and release and copies, as well as the provisions in Paragraph 9(b) hereof concerning restoration of the Property and indemnity of Seller and any other provisions of this Contract that, by the express terms of this Contract, survive termination (all of the foregoing provisions are referred to herein, collectively, as the " Surviving Obligations" ), shall survive any termination by Buyer pursuant to this Paragraph 2(a). If Buyer does not terminate this Contract in accordance with the foregoing provisions, all Earnest Money paid and any accrued interest thereon shall become non-refundable (except as otherwise provided in Paragraph 2(c) or Paragraph 18(b)) and, if Buyer defaults hereunder, shall be immediately payable to Seller in accordance with Paragraph 18(a). (b) The closing (" Closing" ) of the sale and purchase of the Property shall, subject to extension as provided in Paragraph 2(c) hereof, take place on the thirtieth (30 th ) day after the expiration of the Examination Period (or, if such 30 th day is not a business day, on the next business day thereafter) (such originally scheduled date for Closing is referred to herein as the " Original Closing Date" , and the Original Closing Date, as it may be extended as provided in Paragraph 2(c) hereof, is herein referred to as the " Closing Date" ). Closing shall take place in Wake County, North Carolina at the offices of Buyer' s counsel, or at such other place as shall be mutually agreed upon by Seller and Buyer.

(c) It shall be a condition (" Seller' s Condition" ) to the obligation of Seller to close the transactions contemplated by this Contract that the proposed merger transaction involving Seller' s parent, Allscripts Healthcare Solutions, Inc., and Misys plc has closed on or prior to the Closing Date, subject to the following additional provisions relating to Seller' s Condition: (i) Seller may at any time prior to the Closing, by written notice to Buyer (the " Seller' s Condition Notice" ), notify Buyer that Seller' s Condition has been satisfied or waive Seller' s Condition, in which event, for all purposes of this Contract, Seller' s Condition shall be deemed to have been satisfied as of the date of Buyer' s receipt of such Seller' s Condition Notice, (ii) if Seller' s Condition has not been satisfied (or deemed satisfied), Seller may, by written notice delivered to Buyer on or prior to the Original Closing Date, elect to extend the Closing Date to the sixtieth (60 th ) day after


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the Original Closing Date (or, if such 60 th day is not a business day, the next business day thereafter) (the Original Closing Date, as so extended, is herein referred to as the " First Extended Closing Date" ), (iii) if Seller has exercised its extension right as provided in subparagraph (ii) above and Seller' s Condition has not been satisfied (or deemed satisfied), Seller may, by written notice delivered to Buyer on or prior to the First Extended Closing Date, elect to extend the Closing Date to the sixtieth (60 th ) day after the First Extended Closing Date (or, if such 60 th day is not a business day, the next business day thereafter), (iv) if Seller has exercised its extension right as provided in subparagraph (iii) above, Buyer may, by written notice delivered to Seller on or prior to the earlier of the extended Closing Date referenced in subparagraph (iii) above or the date Seller' s Condition is satisfied (or deemed satisfied), elect to terminate this Contract, (v) if Sellers Condition has not been satisfied (or deemed satisfied), Seller may, by written notice delivered to Buyer on or prior to the Closing Date, elect to terminate this Contract, and (vi) in the event of any termination of this Contract pursuant to this Paragraph 2(c) and notwithstanding anything to the contrary contained in this Contract, all Earnest Money and any accrued interest thereon will be returned to Buyer upon Buyer' s execution and delivery of a termination statement and release of any rights under this Contract to Seller, together with any copies of any soil or geological reports, environmental reports or surveys obtained by Buyer during the pendency of this Contract; provided, however, Buyer shall make no warranties or representations as to the correctness or accuracy of the content of any such reports, surveys or other similar items. The provisions above concerning delivery of a termination statement and release and copies, as well as the provisions in Paragraph 9(b) hereof concerning restoration of the Property and indemnity of Seller and any other Surviving Obligations, shall survive any termination by Seller or Buyer pursuant to this Paragraph 2(c).

3. Survey. At least ten (10) days prior to Closing, Buyer shall provide to Seller a survey of the Property based upon the description of the real property in EXHIBIT A (" Survey" ). The Survey shall be prepared by a registered land surveyor on which all easements, rights-of-way, encroachments, and improvements shall be clearly indicated and on which the total acreage shall be shown. The Survey shall provide the legal description to be used in the Deed (hereinafter defined). The cost of the Survey shall be paid by Buyer. 4. Liens and Encumbrances. Seller shall convey to Buyer the Property by special warranty deed (" Deed" ), free and clear of all liens, encumbrances, claims, easements, and restrictions, except that the Property may be conveyed subject to the following (" Permitted Exceptions" ): (a) Ad valorem taxes for the year in which the Closing occurs;

(b) Terms, provisions, covenants, conditions, restrictions, easements, charges, assessments and liens provided in the Covenants, Conditions and Restrictions recorded Book 6742, Page 196, as duly amended, Wake County Registry;

(c) Easements, setback lines and any other matters shown on plat recorded in Book of Maps 1995, Page 1742, of the Wake County Registry;

(d) Easement(s) in favor of Town of Cary for utility and pipeline as recorded in Book 4946, Page 835, of the Wake County Registry;


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(e) Rights, if any, of the property owners abutting the lake in and to the waters of the lake and in and to the bed thereof;

(f) All matters disclosed by the Survey; (g) The lease, as provided in Paragraph l(d) hereof; and

(h) Other covenants, conditions, restrictions, easements and other instruments of record that are disclosed to Buyer in the Commitment (as defined in Paragraph 7(c) hereof) or that are otherwise reasonably acceptable to Buyer.

Notwithstanding the foregoing, Seller agrees that the Permitted Exceptions shall not include any delinquent taxes, mechanics' liens (other than any mechanics' liens arising from the activities of Buyer or its agents or representatives) or mortgages or similar instruments securing borrowed indebtedness, leases or other tenancy instruments, and Seller agrees to cause any such matters to be removed from the Title Policy (as defined in Paragraph 7(c) hereof) to be delivered at the Closing or to be insured over by the Title Company (as defined in Paragraph 7(c) hereof). 5. Surveys, Engineering Data, Development Plans. Buildings Plans, etc.; Building Contracts. (a) On or before ten (10) days after the Effective Date, Seller shall make available to Buyer the following items related to the Property (to the extent the same are in Seller' s possession), and Buyer may copy any or all of the same at
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