Common use of Buyer Representations and Warranties Clause in Contracts

Buyer Representations and Warranties. The Buyer represents and warrants to, and covenants and agrees with, the Company, as of the date hereof and as of the Closing Date, as follows: a. Without limiting Buyer’s right to sell the Securities pursuant to an effective registration statement or otherwise in compliance with the 1933 Act, the Buyer is purchasing the Securities for its own account for investment only and not with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof. b. All subsequent offers and sales of the Securities by the Buyer shall be made pursuant to registration of the Securities under the 1933 Act or pursuant to an exemption from such registration. c. The Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the 1933 Act and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities. d. If the Buyer is an individual, then the Buyer resides in the state or province identified in the address of the Buyer set forth on the Buyer’s signature page to this Agreement. If the Buyer is a partnership, corporation, limited liability company or other entity, then the office or offices of the Buyer in which its principal place of business is the address or addresses of the Buyer set forth on the Buyer’s signature page to this Agreement. e. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities. f. The Transaction Documents to which the Buyer is a party, and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Buyer. This Agreement has been executed and delivered by the Buyer, and this Agreement is, and each of the other Transaction Documents to which the Buyer is a party, when executed and delivered by the Buyer (if necessary), will be valid and binding obligations of the Buyer enforceable in accordance with their respective terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors’ rights generally. g. The Buyer is an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the 1933 Act.

Buyer Representations and Warranties. The Buyer represents and warrants to, and covenants and agrees with, the Company, as of the date hereof and as of the Closing Date, as followsthat: a. Without limiting Buyer’s right Buyer (i) is duly incorporated, validly existing and in good standing (or its equivalent) under the laws of the State of Nevada; (ii) has all licenses, permits, authorizations and other consents necessary to sell own, lease and operate its properties and assets and to carry on its business as it is now being conducted; (iii) has all requisite corporate or other applicable power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted and presently proposed to be conducted; and (iv) is duly qualified or authorized to conduct business and is in good standing (or its equivalent) as a foreign corporation or other entity in all jurisdictions in which the Securities pursuant to an effective registration statement ownership or otherwise in compliance with use of its assets or nature of the 1933 Act, the Buyer is purchasing the Securities for its own account for investment only and not with a view towards the public sale business conducted by it makes such qualification or distribution thereof and not with a view to or for sale in connection with any distribution thereofauthorization necessary. b. All subsequent offers Buyer has all requisite corporate power and sales authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Buyer of the Securities by the Buyer shall be made pursuant to registration of the Securities under the 1933 Act or pursuant to an exemption from such registration. c. The Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the 1933 Act and state securities laws and that the Company is relying upon the truth and accuracy of, this Agreement and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings consummation of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities. d. If the Buyer is an individual, then the Buyer resides in the state or province identified in the address of the Buyer set forth on the Buyer’s signature page to this Agreement. If the Buyer is a partnership, corporation, limited liability company or other entity, then the office or offices of the Buyer in which its principal place of business is the address or addresses of the Buyer set forth on the Buyer’s signature page to this Agreement. e. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities. f. The Transaction Documents to which the Buyer is a party, and the transactions contemplated hereby and thereby, have been duly and validly authorized by Buyer’s Board of Directors and no other action on the Buyer. This part of Buyer or any of its stockholders or subsidiaries is necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. c. Neither the execution, delivery or performance of this Agreement by Buyer nor the consummation of the transactions contemplated hereby will (i) violate any provision of its certificate of incorporation or by-laws; (ii) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, require the consent of or result in the creation of any encumbrance upon any of the properties of Buyer or any of its subsidiaries under any material note, bond, mortgage, indenture, deed of trust, purchase, franchise, permit, lease, contract, agreement or other instrument (collectively, “ Contract ”) to which Buyer or any of its subsidiaries or any of their respective properties may be bound; (iii) require any consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to Buyer or any of its subsidiaries; or (iv) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to Buyer or any of its subsidiaries or any of their respective properties or assets; and d. this Agreement has been duly executed and delivered by the BuyerBuyer and constitutes a legal, and this Agreement is, and each of the other Transaction Documents to which the Buyer is a party, when executed and delivered by the Buyer (if necessary), will be valid and binding obligations obligation in favor of the Buyer Seller and enforceable in accordance with their respective terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium and other similar laws affecting against the enforcement of creditors’ rights generallyBuyer. g. The Buyer is an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the 1933 Act.

Buyer Representations and Warranties. The Buyer hereby represents and warrants to, and covenants and agrees with, the Company, as of the date hereof and as of the Closing Date, to Seller as follows: a. Without limiting Buyer’s right to sell (a) Buyer understands that, except as provided in the Securities pursuant to an effective registration statement or otherwise in compliance with Registration Rights Agreement, the Purchased Note and the Purchased Warrants have not been and are not being registered under the 1933 ActAct or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or an exemption from such registration is available. (b) Buyer has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly authorized, executed and delivered on behalf of Buyer and shall constitute the legal, valid and binding obligation of Buyer enforceable against it in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors' rights generally, or (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (c) The execution and delivery by Buyer of this Agreement, the purchase by Buyer of the Purchased Note and the Purchased Warrants and the performance by Buyer of its obligations under this Agreement do not and will not violate or conflict with any law applicable to Buyer, any order or judgment of any court or other agency of government applicable to Buyer or any of Buyer's assets or any material contractual restriction binding on or affecting Buyer or any of Buyer's assets. (d) There is no action, suit, proceeding, judgment, claim or investigation pending, or to the knowledge of Buyer, threatened against Buyer which could reasonably be expected in any manner to challenge or seek to prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement. (e) No authorization, consent, approval or other order of, or declaration to or filing with, any governmental agency or body or other person is required for the valid authorization, execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated thereby. (f) Buyer (i) is a sophisticated person with respect to the purchase of the Purchased Notes and the Purchased Warrants; (ii) has adequate information concerning the business and financial condition of the Borrower to make an informed decision regarding the purchase of the Purchased Note and the Purchased Warrants; and (iii) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Buyer has relied upon Seller's express representations, warranties and covenants in this Agreement. Buyer acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Purchased Note and the Purchased Warrants is prudent. (g) Buyer is purchasing the Securities Purchased Note and the Purchased Warrants solely for its own account for investment only and not with a view towards the public sale or distribution thereof and not with a view to the distribution or for sale in connection with any distribution thereof. b. All subsequent offers and sales resale of the Securities by Purchased Note and the Buyer shall be made Purchased Warrants or its rights thereunder except pursuant to a registration of the Securities under the 1933 Act statement declared effective under, or pursuant to an exemption from such registrationthe registration requirements of, the Securities Act. c. The (h) Buyer is an "accredited investor" (as defined in Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the transaction contemplated herein, and it is able to bear the economic risk of such purchase. (i) Buyer understands that the Securities Purchased Note and the Purchased Warrants are being offered and sold to it in reliance on specific exemptions from the registration requirements of the 1933 Act United States federal and state securities laws laws. (j) Buyer understands that the Purchased Note, the Series A Purchased Warrant and the Series B Purchased Warrant shall bear the legends set forth in Section 2(g) of the Securities Purchase Agreement and such legends shall not be removed except in accordance with Sections 2(g) of the Securities Purchase Agreement. (k) Buyer is not purchasing the Purchased Note and the Purchased Warrants as a result of any advertisement, article, notice or other communication regarding the Purchased Note and the Purchased Warrants published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. (l) Buyer has taken no action that would give rise to any claim by any person for brokerage commissions, finder's fees or similar payments relating to this Agreement or the transactions contemplated hereby. (m) Buyer has not, and to its knowledge no one acting on its behalf has, taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Borrower. (n) Buyer acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to Borrower that is not known to Buyer and that may be material to a decision to purchase the Company is relying upon Purchased Note and the Purchased Warrants for the Purchase Price ("BUYER EXCLUDED INFORMATION"), (ii) Buyer has determined to purchase the Purchased Note and the Purchased Warrants notwithstanding its lack of knowledge of Buyer Excluded Information, if any, and (iii) Seller shall have no liability to Buyer, and Buyer waives and releases any claims that it might have against Seller, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information, if any, in connection with Buyer's purchase of the Purchased Note and the Purchased Warrants for the Purchase Price in accordance herewith; provided, however, that Buyer Excluded Information, if any, shall not and does not affect the truth and or accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein representations or warranties of Seller in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities. d. If the Buyer is an individual, then the Buyer resides in the state or province identified in the address of the Buyer set forth on the Buyer’s signature page to this Agreement. If the Buyer is a partnership, corporation, limited liability company or other entity, then the office or offices of the Buyer in which its principal place of business is the address or addresses of the Buyer set forth on the Buyer’s signature page to this Agreement. e. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities. f. The Transaction Documents to which the Buyer is a party, and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Buyer. This Agreement has been executed and delivered by the Buyer, and this Agreement is, and each of the other Transaction Documents to which the Buyer is a party, when executed and delivered by the Buyer (if necessary), will be valid and binding obligations of the Buyer enforceable in accordance with their respective terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors’ rights generally. g. The Buyer is an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the 1933 Act.

Buyer Representations and Warranties. The Buyer hereby represents and warrants to, and covenants and agrees with, the Company, as of the date hereof and as of the Closing Date, to Seller as follows: a. Without limiting Buyer’s right to sell (a) Buyer understands that, except as provided in the Securities pursuant to an effective registration statement or otherwise in compliance with Registration Rights Agreement, the Note and the Warrants have not been and are not being registered under the 1933 ActAct or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or an exemption from such registration is available. (b) Buyer has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly authorized, executed and delivered on behalf of Buyer and shall constitute the legal, valid and binding obligation of Buyer enforceable against it in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors' rights generally, or (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (c) The execution and delivery by Buyer of this Agreement, the purchase by Buyer of the Note, the Warrants, the Confession of Judgment, the Judgment and the Judgment Liens and the performance by Buyer of its obligations under this Agreement do not and will not violate or conflict with any law applicable to Buyer, any order or judgment of any court or other agency of government applicable to Buyer or any of Buyer's assets or any material contractual restriction binding on or affecting Buyer or any of Buyer's assets. (d) There is no action, suit, proceeding, judgment, claim or investigation pending, or to the knowledge of Buyer, threatened against Buyer which could reasonably be expected in any manner to challenge or seek to prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement. (e) No authorization, consent, approval or other order of, or declaration to or filing with, any governmental agency or body or other person is required for the valid authorization, execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated thereby. (f) Buyer (i) is a sophisticated person with respect to the purchase of the Notes, the Warrants, the Confession of Judgment, the Judgment and the Judgment Liens; (ii) has adequate information concerning the business and financial condition of the Borrower to make an informed decision regarding the purchase of the Note, the Warrants, the Confession of Judgment, the Judgment and the Judgment Liens; and (iii) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Buyer has relied upon Seller's express representations, warranties and covenants in this Agreement. Buyer acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Note, the Warrants, the Confession of Judgment, the Judgment and the Judgment Liens is prudent. (g) Buyer is purchasing the Securities Note, the Warrants, the Confession of Judgment, the Judgment and the Judgment Liens solely for its own account for investment only and not with a view towards the public sale or distribution thereof and not with a view to the distribution or for sale in connection with any distribution thereof. b. All subsequent offers and sales of the Securities by the Buyer shall be made resale thereof or its rights thereunder except pursuant to a registration of the Securities under the 1933 Act statement declared effective under, or pursuant to an exemption from such registrationthe registration requirements of, the Securities Act. c. The (h) Buyer is an "accredited investor" (as defined in Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the transaction contemplated herein, and it is able to bear the economic risk of such purchase. (i) Buyer understands that the Securities Note and the Warrants are being offered and sold to it in reliance on specific exemptions from the registration requirements of the 1933 Act United States federal and state securities laws laws. (j) Buyer understands that the Note, the Series A Warrant and the Series B Warrant shall bear the legends set forth in Section 2(g) of the Securities Purchase Agreement and such legends shall not be removed except in accordance with Sections 2(g) of the Securities Purchase Agreement. (k) Buyer is not purchasing the Note, the Warrants, the Confession of Judgment, the Judgment and the Judgment Liens as a result of any advertisement, article, notice or other communication regarding the Note, the Warrants, the Confession of Judgment, the Judgment and the Judgment Liens published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. (l) Buyer has taken no action that would give rise to any claim by any person for brokerage commissions, finder's fees or similar payments relating to this Agreement or the transactions contemplated hereby. (m) Buyer has not, and to its knowledge no one acting on its behalf has, taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Borrower. (n) Buyer acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to Borrower that is not known to Buyer and that may be material to a decision to purchase the Company is relying upon Note, the Warrants, the Confession of Judgment, the Judgment and the Judgment Liens for the Purchase Price ("BUYER EXCLUDED INFORMATION"), (ii) Buyer has determined to purchase the Note, the Warrants, the Confession of Judgment, the Judgment and the Judgment Liens notwithstanding its lack of knowledge of Buyer Excluded Information, if any, and (iii) Seller shall have no liability to Buyer, and Buyer waives and releases any claims that it might have against Seller, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information, if any, in connection with Buyer's purchase of the Note, the Warrants, the Confession of Judgment, the Judgment and the Judgment Liens for the Purchase Price in accordance herewith; provided, however, that Buyer Excluded Information, if any, shall not and does not affect the truth and or accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein representations or warranties of Seller in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities. d. If the Buyer is an individual, then the Buyer resides in the state or province identified in the address of the Buyer set forth on the Buyer’s signature page to this Agreement. If the Buyer is a partnership, corporation, limited liability company or other entity, then the office or offices of the Buyer in which its principal place of business is the address or addresses of the Buyer set forth on the Buyer’s signature page to this Agreement. e. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities. f. The Transaction Documents to which the Buyer is a party, and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Buyer. This Agreement has been executed and delivered by the Buyer, and this Agreement is, and each of the other Transaction Documents to which the Buyer is a party, when executed and delivered by the Buyer (if necessary), will be valid and binding obligations of the Buyer enforceable in accordance with their respective terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors’ rights generally. g. The Buyer is an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the 1933 Act.

Buyer Representations and Warranties. The Buyer represents and warrants toto Seller that as of the date of execution of this Agreement: (i) Buyer is a joint powers agency established pursuant to the laws of the State of California, and covenants has all requisite corporate power and agrees withauthority to own, lease, and operate its properties and to carry on its business as is now being conducted; (ii) Buyer is duly qualified or licensed to do business as a joint powers agency and is in good standing in each jurisdiction in which the Companyproperty owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualified or licensed and in good standing would not have a material adverse effect; (iii) Buyer has the legal power and authority to make and carry out this Agreement and to perform its obligations hereunder and all such actions have been duly authorized by all necessary proceedings on its part; (iv) the execution, delivery and performance of this Agreement by Buyer will not conflict with its governing documents, any applicable laws or any covenant, agreement, understanding, decree or order to which Buyer is a party or by which it is bound or affected; (v) this Agreement has been duly and validly executed and delivered by Buyer and, as of the date hereof and as of the Closing Effective Date, as follows: a. Without limiting Buyer’s right to sell the Securities pursuant to an effective registration statement or otherwise in compliance with the 1933 Actconstitutes a legal, the Buyer is purchasing the Securities for its own account for investment only and not with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof. b. All subsequent offers and sales of the Securities by the Buyer shall be made pursuant to registration of the Securities under the 1933 Act or pursuant to an exemption from such registration. c. The Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the 1933 Act and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities. d. If the Buyer is an individual, then the Buyer resides in the state or province identified in the address of the Buyer set forth on the Buyer’s signature page to this Agreement. If the Buyer is a partnership, corporation, limited liability company or other entity, then the office or offices of the Buyer in which its principal place of business is the address or addresses of the Buyer set forth on the Buyer’s signature page to this Agreement. e. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities. f. The Transaction Documents to which the Buyer is a party, and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Buyer. This Agreement has been executed and delivered by the Buyer, and this Agreement is, and each of the other Transaction Documents to which the Buyer is a party, when executed and delivered by the Buyer (if necessary), will be valid and binding obligations obligation of the Buyer Buyer, enforceable in accordance with their respective termsits terms against Buyer, subject as except to the extent that its enforceability to general principles of equity and to may be limited by bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement rights of creditors’ rights generallycreditors generally or by general principles of equity; and (vi) there are no actions, suits, proceedings or investigations pending or, to the knowledge of Buyer, threatened in writing against Buyer, at law or in equity before any court or Governmental Authority, which individually or in the aggregate are reasonably likely to have a materially adverse effect on the business, properties or assets or the condition, financial or otherwise, of Buyer, or to result in any impairment of Buyer’s ability to perform its obligations under this Agreement. g. The Buyer is an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the 1933 Act.

Buyer Representations and Warranties. The Buyer represents and warrants toto Seller that as of the Effective Date: Buyer is a municipal corporation, duly organized and validly existing, and covenants has the lawful power to engage in the business it presently conducts and agrees withcontemplates conducting in this Agreement; Buyer has the legal power and authority to make and carry out this Agreement and to perform its obligations hereunder and all such actions have been duly authorized by all necessary proceedings on its part; The execution, the Companydelivery and performance of this Agreement by Buyer will not conflict with its governing documents, any applicable laws or any covenant, agreement, understanding, decree or order to which Buyer is a party or by which it is bound or affected; This Agreement has been duly and validly executed and delivered by Buyer and, as of the date hereof and as of the Closing Effective Date, as follows: a. Without limiting Buyer’s right to sell the Securities pursuant to an effective registration statement or otherwise in compliance with the 1933 Actconstitutes a legal, the Buyer is purchasing the Securities for its own account for investment only and not with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof. b. All subsequent offers and sales of the Securities by the Buyer shall be made pursuant to registration of the Securities under the 1933 Act or pursuant to an exemption from such registration. c. The Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the 1933 Act and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities. d. If the Buyer is an individual, then the Buyer resides in the state or province identified in the address of the Buyer set forth on the Buyer’s signature page to this Agreement. If the Buyer is a partnership, corporation, limited liability company or other entity, then the office or offices of the Buyer in which its principal place of business is the address or addresses of the Buyer set forth on the Buyer’s signature page to this Agreement. e. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities. f. The Transaction Documents to which the Buyer is a party, and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Buyer. This Agreement has been executed and delivered by the Buyer, and this Agreement is, and each of the other Transaction Documents to which the Buyer is a party, when executed and delivered by the Buyer (if necessary), will be valid and binding obligations obligation of the Buyer Buyer, enforceable in accordance with their respective termsits terms against Buyer, subject as except to the extent that its enforceability to general principles of equity and to may be limited by bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement rights of creditors’ rights generally. g. creditors generally or by general principles of equity; and There are no actions, suits, proceedings or investigations pending or, to the knowledge of Buyer, threatened, in writing, against Buyer, at law or in equity, before any Governmental Authority, which individually or in the aggregate are reasonably likely to have a materially adverse effect on the business, properties or assets or the condition, financial or otherwise, of Buyer, or to result in any impairment of Buyer’s ability to perform its obligations under this Agreement. DEVELOPMENT AND PERFORMANCE ASSURANCE Seller shall maintain the Development Assurance and the Performance Assurance as follows: The Buyer is an “accredited investor” Development Assurance shall be deposited by electronic transfer to Buyer’s designated account with Xxxxx Fargo NA or posted in the form of a letter of credit or escrow account (in substantially the form of agreements set forth on Exhibit F-1 and F-2 hereto) with Xxxxx Fargo NA or such other banking institution reasonably acceptable to Buyer, as that term is defined in Rule 501 security for the timely development of the General Rules Plant. The transfer or posting shall occur within thirty (30) days after the Effective Date, and Regulations the Development Assurance will be maintained to and including the Commercial Operation Date. The Performance Assurance shall be deposited by electronic transfer to Buyer’s designated account with Xxxxx Fargo NA or otherwise posted in the form of a letter of credit or escrow account (in substantially the form of agreements set forth on Exhibit F-1 and F-2 hereto) with Xxxxx Fargo NA or other banking institution reasonably acceptable to Buyer, as security for the performance of the Seller to meet its obligations during the period commencing one day after the Commercial Operation Date and ending at the expiration of the Term. The Performance Assurance shall be deposited or posted within thirty (30) days after the Commercial Operation Date and shall be maintained until the end of the Term. Within ten (10) days after the occurrence of the Commercial Operation Date Buyer shall notify Seller’s banking institution that the Development Assurance (which shall be the full amount of the Development Assurance, plus interest under the 1933 Actapplicable account, less any undisputed liquidated damages incurred under this Agreement) shall be returned to Seller. Buyer may either make, or request Seller’s banking institution to make, withdrawals from the Development Assurance and Performance Assurances in accordance with this Agreement and, if applicable, the terms of the letter of credit or escrow agreement. Seller shall provide additional funds (or availability thereof) in order to maintain such assurance (at the amounts thereof set forth in the definitions of Development Assurance and Performance Assurance, as applicable) at all times during when Seller must maintain Development Assurance and Performance Assurance, as specified in Section 9.1. Such additional deposits or availability shall occur within fifteen (15) days of any withdrawals from such accounts causing the account balance to fall below said amounts. Within thirty (30) days after the expiration or earlier termination of this Agreement, Buyer will return to Seller any undisputed amount of the Development Assurance and/or Performance Assurance, as the case may be.

Buyer Representations and Warranties. The Buyer represents and warrants to, and covenants and agrees with, the Company, as of the date hereof and to Seller that as of the Closing Date, as follows: a. Without limiting Buyer’s right to sell (a) Buyer is the Securities pursuant to an effective registration statement or otherwise type of legal entity specified in compliance with the 1933 Act, the Buyer Signature Page, is purchasing duly organized, validly existing and in good standing under the Securities for laws of the state of its own account for investment only and not with a view towards organization as specified in the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereofBuyer Signature Page. b. All subsequent offers (b) Buyer has obtained all required consents, approvals and sales of the Securities by the Buyer shall be made pursuant to registration of the Securities under the 1933 Act or pursuant to an exemption from such registration. c. The Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the 1933 Act and state securities laws and that the Company is relying upon the truth and accuracy ofauthorizations, and has the Buyer’s compliance withfull power and authority to purchase each Mortgage Loan and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement and to conduct its business as presently conducted, has duly authorized the representationsexecution, warranties, agreements, acknowledgments delivery and understandings performance of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities. d. If the Buyer is an individual, then the Buyer resides in the state or province identified in the address of the Buyer set forth on the Buyer’s signature page to this Agreement. If the Buyer is a partnership, corporation, limited liability company or other entity, then the office or offices of the Buyer in which its principal place of business is the address or addresses of the Buyer set forth on the Buyer’s signature page to this Agreement. e. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities. f. The Transaction Documents to which the Buyer is a party, and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Buyer. This Agreement has been executed and delivered by the Buyerthis Agreement, and this Agreement isAgreement, and each of the other Transaction Documents to which the Buyer is a party, when executed and delivered by the Buyer (if necessary), will be valid and binding obligations of the Buyer enforceable against it in accordance with their respective its terms, subject except as to enforceability to general principles of equity and to such enforcement may be limited by bankruptcy, insolvency, moratorium and reorganization or other similar laws affecting the enforcement of creditors’ rights generally.generally and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); g. (c) The execution and delivery of this Agreement, the acquisition of Mortgage Loans by Buyer, the consummation of the transactions contemplated hereby, and the fulfillment of and compliance with the terms and conditions of this Agreement will not materially conflict with or result in a material breach of any of the terms, conditions or provisions of Buyer’s organizational documents or any legal restriction or any agreement or instrument to which Buyer is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the material violation of any law, rule, regulation, order, judgment or decree to which Buyer or its property is subject; (d) At the date hereof, Buyer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (e) There is no litigation pending or, to Buyer’s knowledge, threatened with respect to Buyer which is reasonably likely to affect adversely the purchase of the Mortgage Loans or the execution, delivery or enforceability of this Agreement; (f) No consent, approval, authorization or order of any court or governmental agency or body or other party is required for the execution, delivery and performance by Buyer of or compliance by Buyer with this Agreement, the purchase of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement except for consents, approvals, authorizations and orders which have been obtained; (g) Buyer is a sophisticated investor and its bid and decision to purchase the Mortgage Loans are based upon its own independent expert evaluations of the Mortgage Files and other materials made available by Seller and deemed relevant by Buyer and its agents. Buyer has not relied in entering into this Agreement upon any oral or written information from Seller, or any of its respective employees, affiliates, agents or representatives, other than the representations and warranties of Seller contained herein. Buyer has had an opportunity to perform an examination of the Mortgage Loans. Buyer further acknowledges that no employee or representative of Seller has been authorized to make, and that Buyer has not relied upon, any statements or representations other than those specifically contained in this Agreement. Without limiting the foregoing, Buyer acknowledges that, except as specifically set forth in this Agreement, Seller has made no representations or warranties as to the Mortgage Loans including without limitation, the value, marketability, condition or future performance thereof, the existence of leases or the status of any tenancies or occupancies with respect thereto, the applicability of any rent control or rent stabilization laws on the compliance or lack of compliance thereof with any laws including without limitation, environmental, land use or occupancy laws; (h) Buyer has been urged, invited, directed and provided the opportunity to conduct such due diligence review and analysis of the due diligence materials (including, but not limited to the content of the Mortgage Files and related information), together with such records as are generally available to the public from local, county, state and federal authorities, record-keeping offices and courts (including, without limitation, any bankruptcy courts in which any Mortgagors, guarantor or surety, if any, may be subject to any pending bankruptcy proceedings), as Buyer deemed necessary, proper or appropriate in order to make a complete informed decision with respect to the purchase and acquisition of the Mortgage Loans; (i) Buyer acknowledges and agrees that except for warranties and representations set forth in this Agreement, Seller has not and does not represent, warrant or covenant the nature, accuracy, completeness, enforceability or validity of any of the documents in the Mortgage Files, and, subject to the terms of this Agreement, all documentation, information, analysis and/or correspondence, if any, which is or may be sold, transferred, assigned and conveyed to Buyer with respect to any and all Mortgage Loans is sold, transferred, assigned and conveyed to Buyer on an “accredited investoras is, where is” as basis, with all faults. Nothing herein is intended to relieve Seller of any obligation or liability resulting from breach of any representations or warranty expressly set forth herein; and (j) Buyer acknowledges that term is defined in Rule 501 the Mortgage Loans (including the contents of the General Rules Mortgage File) may have limited or no liquidity and Regulations under Buyer has the 1933 Actfinancial wherewithal to own the Mortgage Loans and the Mortgage File for an indefinite period of time and to bear the economic risk of an outright purchase of the Mortgage Loans and the Mortgage File and a total loss of the Purchase Price for the Mortgage Loans.

Buyer Representations and Warranties. The Buyer represents and warrants toto Seller that as of the Execution Date: (a) Buyer is a municipal corporation, duly organized and validly existing, and covenants has the lawful power to engage in the business it presently conducts and agrees withcontemplates conducting in this Agreement; (b) Buyer has the legal power and authority to make and carry out this Agreement and to perform its obligations hereunder and all such actions have been duly authorized by all necessary proceedings on its part; (c) The execution, the Companydelivery and performance of this Agreement by Buyer shall not conflict with its governing documents, any applicable laws or any covenant, agreement, understanding, decree or order to which Buyer is a party or by which it is bound or affected; (d) This Agreement has been duly and validly executed and delivered by Buyer and, as of the date hereof and as of the Closing Execution Date, as follows: a. Without limiting Buyer’s right to sell the Securities pursuant to an effective registration statement or otherwise in compliance with the 1933 Actconstitutes a legal, the Buyer is purchasing the Securities for its own account for investment only and not with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof. b. All subsequent offers and sales of the Securities by the Buyer shall be made pursuant to registration of the Securities under the 1933 Act or pursuant to an exemption from such registration. c. The Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the 1933 Act and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities. d. If the Buyer is an individual, then the Buyer resides in the state or province identified in the address of the Buyer set forth on the Buyer’s signature page to this Agreement. If the Buyer is a partnership, corporation, limited liability company or other entity, then the office or offices of the Buyer in which its principal place of business is the address or addresses of the Buyer set forth on the Buyer’s signature page to this Agreement. e. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities. f. The Transaction Documents to which the Buyer is a party, and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Buyer. This Agreement has been executed and delivered by the Buyer, and this Agreement is, and each of the other Transaction Documents to which the Buyer is a party, when executed and delivered by the Buyer (if necessary), will be valid and binding obligations obligation of the Buyer Buyer, enforceable in accordance with their respective termsits terms against Buyer, subject as except to the extent that its enforceability to general principles of equity and to may be limited by bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement rights of creditors’ rights generally. g. The Buyer creditors generally or by general principles of equity; There are no actions, suits, proceedings or investigations pending or, to the knowledge of Buyer, threatened, in writing, against Buyer, at law or in equity, before any Governmental Authority, which individually or in the aggregate are reasonably likely to have a materially adverse effect on the business, properties or assets or the condition, financial or otherwise, of Buyer, or to result in any impairment of Buyer’s ability to perform its obligations under this Agreement; It is an “accredited investor” as that term is defined not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in Rule 501 it being or becoming Bankrupt; and It is, or shall be deemed for all purposes to be, a forward contract merchant within the meaning of the General Rules and Regulations under U.S. Bankruptcy Code (as in effect as of the 1933 ActExecution Date of this Agreement).

Buyer Representations and Warranties. The As an inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated herein, Seller represents and warrants to, and covenants and agrees with, the Companywarrants, as of the date hereof of this Agreement and as of the Closing DateClosing, to Buyer as follows: a. Without limiting Buyer’s right (a) Buyer acknowledges that upon execution of this Agreement, it has completed its own investigation and undertaken any and all due diligence it requires in order to sell satisfy itself to enter into this Agreement and perform its obligations hereunder. Buyer has examined all the Company's filings with the Securities pursuant and Exchange Commission (the "SEC"), and understands the speculative nature of and substantial risk involved in the investment in Seller. (b) Neither the execution and delivery of this Agreement by Buyer, nor the consummation by Buyer of the transactions contemplated hereby, will (i) require any consent, approval, authorization or permit of, or filing, registration or qualification with or prior notification to, any governmental or regulatory authority under any law of the United States, any state or any political subdivision thereof or any other jurisdiction applicable to Buyer, (ii) violate any statute, law, ordinance, rule or regulation of the United States any state or any political subdivision thereof or any other jurisdiction applicable to Buyer, or any judgment, order, writ, decree or injunction applicable to Buyer or any of its properties or assets, the violation of which would have a material adverse effect upon Buyer, or (iii) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or any event which, with- or without due notice or lapse of time or both would constitute a default) under, or result in the termination of, or accelerate the performance required by, any of the terms, conditions or provisions of any note, . bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties or assets may be bound which would have a material adverse effect upon Buyer. (c) Buyer (i) is an effective registration statement or otherwise "accredited investor," as that term is defined in compliance with Regulation D under the 1933 Act, as indicated on Exhibit A attached hereto; (ii) has such knowledge, skill and experience in business and financial matters, based on actual participation, that Buyer is capable of evaluating the merits and risks of an investment in Seller and the suitability thereof as an investment for Buyer; (iii) has received such documents and information as it has requested and has had an opportunity to ask questions of representatives of the Seller concerning the terms and conditions of the investment proposed herein, and such questions were answered to the satisfaction of Buyer; (iv) is in a financial position to hold the Shares for an indefinite time and is able to bear the economic risk and withstand a complete loss of its investment in Seller; and (v) has not made an overall commitment to investments which are not readily marketable which is disproportionate so as to cause such overall commitment to become excessive. (d) Buyer understands that the shares have not been registered under applicable state or federal securities laws, and is purchasing the Securities for its own account for investment only and not with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof. b. All subsequent offers and sales of the Securities by the Buyer shall be made pursuant to registration of the Securities under the 1933 Act or Shares pursuant to an exemption from such registration. c. The Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the 1933 Act Buyer understands and state securities laws acknowledges that the Note is being acquired from the Seller without the Company furnishing any information to Buyer and that Buyer has not had any communication with the Company or any officer, director, or representative thereof in connection with the transactions contemplated by this Agreement except as contained herein. (e) If Buyer has chosen to do so, Buyer has been represented by such legal and tax counsel and other professionals, each of whom has been personally selected by Buyer, as Buyer has found necessary to consult concerning the purchase of the Shares. (f) With respect to the United States federal, state and foreign tax aspects of Buyer's investment, Buyer is relying solely upon the truth and accuracy ofadvice of Buyer's own tax advisors, and/or upon Buyer's own knowledge with respect thereto. (g) Buyer has not relied, and will not rely upon, any information with respect to this Agreement other than the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein information contained in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities. d. If the Buyer is an individual, then the Buyer resides in the state or province identified in the address of the Buyer set forth on the Buyer’s signature page to this Agreement. If the Buyer understands that no person has been authorized to make representations or to give any information or literature with respect to this Agreement other than what is a partnership, corporation, limited liability company or other entity, then the office or offices of the Buyer in which its principal place of business is the address or addresses of the Buyer set forth on the Buyer’s signature page to in this Agreement. e. The (h) Buyer understands that, other than as provided in this Agreement, no covenants, representations, or warranties have been authorized by or will be binding upon Seller, with regard to this Agreement, the performance of Seller or any expectation of investment returns, including any representations, warranties or agreements contained or made in any written document or oral communication received from or had with Seller, its affiliates, Seller's counsel or any of their respective representatives or agents. Buyer has not relied upon any information or representation that may be or has been made or given except as expressly provided for in this Agreement. (i) Buyer understands that no United States federal the Shares has not been registered under the 1933 Act, or state agency pursuant to the provisions of the securities or other laws of any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities. f. The Transaction Documents to which the applicable jurisdictions. Buyer is a party, and aware that the transactions contemplated hereby and thereby, have been duly and validly authorized by the Buyer. This Agreement has been executed and delivered by the Buyer, and this Agreement is, and each of the other Transaction Documents to which the Buyer is a party, when executed and delivered by the Buyer (if necessary), will be valid and binding obligations of the Buyer enforceable in accordance with their respective terms, subject Shares are "restricted securities" as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors’ rights generally. g. The Buyer is an “accredited investor” as that such term is defined in Rule 501 of the General Rules and Regulations 144 promulgated under the 1933 ActAct ("Rule 144"), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. (j) Buyer has substantial investment experience and is familiar with investments of the type contemplated by this Agreement Buyer is aware that purchase of the Shares is a speculative investment involving a high degree of risk and there is no guarantee that Buyer will realize any gain from Buyer's investment or realize any tax benefits therefrom and Buyer is further aware that Buyer may lose all or a substantial part of Buyer's investment. Buyer understands that there are substantial restrictions on the transferability of the shares, and there is no existing public market for, the Shares and it may not be possible to liquidate an investment in the Shares. Buyer affirms that Buyer acknowledges that this investment is highly speculative, involves a high degree of risk and, accordingly, Buyer can afford to lose its entire investment. (k) The address set forth herein is Buyer's true and correct address and Buyer has no present intention of becoming a resident of any other country, state, or jurisdiction prior to, or after, Buyer's purchase of the Shares. (l) Buyer understands the meaning and legal consequences of the foregoing representations and warranties, which are true and correct as of the date hereof and will be true and correct as of the Closing Date. Each such representation and warranty shall survive Buyer's purchase of the Shares. (m) Each certificate representing the Shares shall be endorsed with the following legend, in addition to any other legend required to be placed thereon by applicable federal or state securities laws: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR WITHOUT AN EXEMPTION THEREFROM OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.” Buyer consents to Seller making a notation on its records or giving instructions to any transfer agent of Seller.

Buyer Representations and Warranties. The Buyer hereby represents and warrants to, and covenants and agrees with, the Company, as of the date hereof and as of the Closing Date, as followswith each Seller that: a. Without limiting Buyer’s right (i) Buyer has the full right, power and authority to sell the Securities pursuant to an effective registration statement or otherwise in compliance with the 1933 Actexecute, the Buyer is purchasing the Securities for its own account for investment only deliver and not with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof. b. All subsequent offers and sales of the Securities by the Buyer shall be made pursuant to registration of the Securities under the 1933 Act or pursuant to an exemption from such registration. c. The Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the 1933 Act and state securities laws and that the Company is relying upon the truth and accuracy ofperform this Agreement, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities. d. If the Buyer is an individual, then the Buyer resides in the state or province identified in the address of the Buyer set forth on the Buyer’s signature page to all transactions contemplated by this Agreement. If the Buyer is a partnership, corporation, limited liability company or other entity, then the office or offices of the Buyer in which its principal place of business is the address or addresses of the Buyer set forth on the Buyer’s signature page to this Agreement. e. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities. f. The Transaction Documents to which the Buyer is a party, and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Buyer. This Agreement has been executed and delivered by the Buyer, and this Agreement is, and each of the other Transaction Documents to which the Buyer is a partyAgreement, when executed and delivered by Buyer to Seller, shall constitute the Buyer (if necessary), will be valid and binding obligations agreement of the Buyer to Seller and shall be enforceable against Buyer in accordance with their respective its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors’ rights generally. g. The (ii) All requisite action on the part of Buyer is an “accredited investor” as that term is defined has been taken by Buyer in Rule 501 connection with making and entering into this Agreement and the consummation of the General Rules purchase and Regulations under sale contemplated by this Agreement, and no consents or approvals are required from any other entity or party in order to consummate such purchase and sale. (iii) Buyer has no knowledge of any litigation, or possible litigation, or of claims of any kind, or of any facts or circumstances, which may in any way adversely affect Buyer and Buyer's guarantees that are intended to be included in the 1933 ActGuarantee Agreement now set forth as Exhibit G to this Agreement. (iv) Buyer has no knowledge of, and no reason to believe, that the payment by Buyer to Seller of the Units of limited partnership in Buyer, as described in Section 3 hereof, is, or will be, unlawful or in violation of any law, rule or regulation of federal or state securities laws, or of the Securities and Exchange Commission or of any other government agency or entity having jurisdiction over such matters or transactions involving such Units of limited partnership. When used in this Section 7, the term "knowledge", or "the best knowledge" of Seller or Buyer means the actual knowledge of such party's executive officers or supervisory employees without a duty of inquiry, and does not encompass constructive knowledge, as for example, from the Tenants at the Properties with respect to Seller. All representations and warranties made in this Agreement shall be deemed to be made on the date hereof and again on the Closing Date. It shall be a condition of each parties' obligation to close that all warranties and representations made by the other party hereto are true on the Closing Date. If either party discovers prior to Closing, that any representation or warranty made in this Agreement by the other party is not true, then the party discovering such untrue representation or warranty shall have the right, as its sole and exclusive remedies, to either (i) terminate this Agreement in accordance with Section 14 by delivering notice to the other party prior to the Closing Date, or (ii) proceed to close the purchase and sale of the Properties subject to such untrue warranty or representation without any adjustment in the Purchase Price. If either party (the "Indemnified Party") discovers after Closing that any representation or warranty made in this Agreement by the other party is not true, the Indemnified Party shall be entitled to exercise any and all rights and remedies available at law or in equity as a result of any breach of any of such representations or warranties, provided as a condition to the Indemnified Party's right to do so, the Indemnified Party must deliver written notice of such breach to the other party, within one (1) year after the Closing Date and the Indemnified Party must exercise such remedies including the filing of any suit or other action within two (2) years after the Closing Date, based on a breach thereof of which the Indemnified Party gave the other party such notice within such one (1) year period after the Closing Date.

Buyer Representations and Warranties. The Buyer hereby represents and warrants to, and covenants and agrees with, the Company, as of the date hereof and as of the Closing Date, to Seller as follows: a. Without limiting Buyer’s right to sell (a) Buyer understands that, except as provided in the Securities pursuant to an effective registration statement or otherwise in compliance with Registration Rights Agreement, the Note and the Warrants have not been and are not being registered under the 1933 ActAct or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or an exemption from such registration is available. (b) Buyer has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly authorized, executed and delivered on behalf of Buyer and shall constitute the legal, valid and binding obligation of Buyer enforceable against it in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors' rights generally, or (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (c) The execution and delivery by Buyer of this Agreement, the purchase by Buyer of the Note and the Warrants and the performance by Buyer of its obligations under this Agreement do not and will not violate or conflict with any law applicable to Buyer, any order or judgment of any court or other agency of government applicable to Buyer or any of Buyer's assets or any material contractual restriction binding on or affecting Buyer or any of Buyer's assets. (d) There is no action, suit, proceeding, judgment, claim or investigation pending, or to the knowledge of Buyer, threatened against Buyer which could reasonably be expected in any manner to challenge or seek to prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement. (e) No authorization, consent, approval or other order of, or declaration to or filing with, any governmental agency or body or other person is required for the valid authorization, execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated thereby. (f) Buyer (i) is a sophisticated person with respect to the purchase of the Notes and the Warrants; (ii) has adequate information concerning the business and financial condition of the Borrower to make an informed decision regarding the purchase of the Note and the Warrants; and (iii) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Buyer has relied upon Seller's express representations, warranties and covenants in this Agreement. Buyer acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Note and the Warrants is prudent. (g) Buyer is purchasing the Securities Note and the Warrants solely for its own account for investment only and not with a view towards the public sale or distribution thereof and not with a view to the distribution or for sale in connection with any distribution thereof. b. All subsequent offers and sales resale of the Securities by Note and the Buyer shall be made Warrants or its rights thereunder except pursuant to a registration of the Securities under the 1933 Act statement declared effective under, or pursuant to an exemption from such registrationthe registration requirements of, the Securities Act. c. The (h) Buyer is an "accredited investor" (as defined in Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the transaction contemplated herein, and it is able to bear the economic risk of such purchase. (i) Buyer understands that the Securities Note and the Warrants are being offered and sold to it in reliance on specific exemptions from the registration requirements of the 1933 Act United States federal and state securities laws and laws. (j) Buyer understands that the Company is relying upon Note, the truth and accuracy of, Series A Warrant and the Buyer’s compliance with, Series B Warrant shall bear the representations, warranties, agreements, acknowledgments and understandings legends set forth in Section 2(g) of the Buyer set forth herein Securities Purchase Agreement and such legends shall not be removed except in order to determine the availability of such exemptions and the eligibility accordance with Sections 2(g) of the Buyer to acquire the Securities. d. If the Buyer is an individual, then the Buyer resides in the state or province identified in the address of the Buyer set forth on the Buyer’s signature page to this Agreement. If the Buyer is a partnership, corporation, limited liability company or other entity, then the office or offices of the Buyer in which its principal place of business is the address or addresses of the Buyer set forth on the Buyer’s signature page to this Securities Purchase Agreement. e. The (k) Buyer understands that no United States federal is not purchasing the Note and the Warrants as a result of any advertisement, article, notice or state agency other communication regarding the Note and the Warrants published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other government general solicitation or governmental agency has passed on or made any recommendation or endorsement of the Securitiesgeneral advertisement. f. The Transaction Documents (l) Buyer has taken no action that would give rise to which the Buyer is a partyany claim by any person for brokerage commissions, and finder's fees or similar payments relating to this Agreement or the transactions contemplated hereby hereby. (m) Buyer has not, and therebyto its knowledge no one acting on its behalf has, taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Borrower. (n) Buyer acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to Borrower that is not known to Buyer and that may be material to a decision to purchase the Note and the Warrants for the Purchase Price ("BUYER EXCLUDED INFORMATION"), (ii) Buyer has determined to purchase the Note and the Warrants notwithstanding its lack of knowledge of Buyer Excluded Information, if any, and (iii) Seller shall have been duly and validly authorized by the Buyer. This Agreement has been executed and delivered by the no liability to Buyer, and this Agreement isBuyer waives and releases any claims that it might have against Seller, and each whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information, if any, in connection with Buyer's purchase of the other Transaction Documents to which Note and the Warrants for the Purchase Price in accordance herewith; provided, however, that Buyer is a partyExcluded Information, when executed if any, shall not and delivered by does affect the Buyer (if necessary), will be valid and binding obligations truth or accuracy of the Buyer enforceable representations or warranties of Seller in accordance with their respective terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors’ rights generally. g. The Buyer is an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the 1933 Act.this Agreement

Buyer Representations and Warranties. The Buyer hereby represents and warrants to, and covenants and agrees with, to Seller (i) with respect to the CompanyLoan Interests, as of the date hereof and hereof, (ii) with respect to the Ciena Loan Interest, as of the Ciena Loan Closing Date, and (ii) with respect to the Option Loan Interests, as followsof the applicable Option Loan Closing Date on which such Option Loan Interests are sold, that: a. Without limiting (a) Buyer is an industrial bank duly organized, validly existing and in good standing under the laws of the State of California and in possession of all licenses and authorizations necessary to carry on its business, except where the failure to have any such licenses would not have a material adverse effect on Buyer’s right . (b) Buyer has full corporate power and authority to sell execute and deliver this Agreement and to consummate the Securities pursuant transactions contemplated hereby. (c) Assuming all consents, approvals, authorizations, orders, registrations, filings and notices required to an effective registration statement be made or otherwise in compliance with obtained by Buyer have been made or obtained and except as would not reasonably be expected to materially and adversely affect the 1933 Actability of Buyer to perform its obligations under this Agreement, the Buyer is purchasing the Securities for its own account for investment only execution and not with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof. b. All subsequent offers and sales delivery of the Securities this Agreement by the Buyer shall be made pursuant to registration of the Securities under the 1933 Act or pursuant to an exemption from such registration. c. The Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the 1933 Act and state securities laws and that the Company is relying upon the truth and accuracy ofBuyer, and the performance of this Agreement by Buyer will not violate Buyer’s compliance withorganizational documents or constitute a default (or an event which, the representationswith notice or lapse of time, warrantiesor both, agreementswould constitute a default) under, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities. d. If the Buyer is an individual, then the Buyer resides or result in the state or province identified in the address of the Buyer set forth on the Buyer’s signature page to this Agreement. If the Buyer is a partnershipbreach of, corporation, limited liability company or other entity, then the office or offices of the Buyer in which its principal place of business is the address or addresses of the Buyer set forth on the Buyer’s signature page to this Agreement. e. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities. f. The Transaction Documents material agreement to which the Buyer it is a party. (d) This Agreement, assuming due authorization, execution and the transactions contemplated hereby and thereby, have been duly and validly authorized delivery by the Buyer. This Agreement has been executed Seller, constitutes a valid, legal and delivered by the binding obligation of Buyer, and this Agreement is, and each of the other Transaction Documents to which the enforceable against Buyer is a party, when executed and delivered by the Buyer (if necessary), will be valid and binding obligations of the Buyer enforceable in accordance with their respective termsthe terms hereof, subject as to enforceability to general principles of equity and to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. g. The (e) Except as would not reasonably be expected to materially and adversely affect the ability of Buyer to perform its obligations under this Agreement, Buyer’s execution and delivery of this Agreement and its performance of the terms of this Agreement will not constitute a violation of any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority. (f) No litigation is pending with respect to which Buyer has received notice of process or, to the actual knowledge of the senior executives of Buyer after commercially reasonable inquiry of the employees of Buyer with substantive responsibility for managing litigation matters on behalf of Buyer, threatened against Buyer which would prohibit Buyer from entering into this Agreement or, in Buyer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of Buyer to perform its obligations under this Agreement. (g) Except as would not reasonably be expected to materially and adversely affect the ability of Buyer to perform its obligations under this Agreement, no consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is required, under federal or state law, for the execution, delivery and performance by Buyer of this Agreement, or the consummation by Buyer of any transaction contemplated hereby, including, without limitation, the purchase of the Ciena Loan Interest and related Ciena Loan Property or any Option Loan Interests and related Option Loan Property by Buyer hereunder. (h) Buyer is an “accredited investor” as that term is defined in Rule 501 sophisticated with respect to decisions to acquire assets of the General Rules type represented by the Loan Interests, the Ciena Loan Interest, the relevant Option Loan Interests, the related Loan Property, Ciena Loan Property and Regulations under Option Loan Property and either it, or the 1933 Actperson exercising discretion in making its decision to acquire the Loan Interests, the Ciena Loan Interest, the Option Loan Interests and the related Loan Property, Ciena Loan Property and Option Loan Property, is experienced in acquiring assets of such type. (i) Buyer has received a copy of, or has otherwise had access to, the Loan Files, the Ciena Loan Files and relevant Option Loan Files and has received such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase the Loan Interests, the Ciena Loan Interest, the relevant Option Loan Interests and the related Loan Property, Ciena Loan Property and Option Loan Property. (j) Buyer has, independently and without reliance upon Seller and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase the Loan Interests, the Ciena Loan Interest, the relevant Option Loan Interests and the related Loan Property, the Ciena Loan Property and Option Loan Property. (k) Buyer has independently and without reliance upon Seller, made its own credit decisions in executing this Agreement.

Buyer Representations and Warranties. The Buyer hereby represents and warrants to, and covenants and agrees with, the Company, as of the date hereof and as of the Closing Date, to Seller as follows: a. Without limiting Buyer’s right to sell (a) Buyer understands that, except as provided in the Securities pursuant to an effective registration statement or otherwise in compliance with the 1933 ActRegistration Rights Agreements, the Buyer is purchasing Note and the Securities for its own account for investment only Warrants have not been and are not with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof. b. All subsequent offers and sales of the Securities by the Buyer shall be made pursuant to registration of the Securities being registered under the 1933 Act or pursuant to any state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or an exemption from such registrationregistration is available. c. The (b) Buyer understands that the Securities are being offered has all requisite power and sold authority to it in reliance on specific exemptions from the registration requirements of the 1933 Act execute, deliver and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities. d. If the Buyer is an individual, then the Buyer resides in the state or province identified in the address of the Buyer set forth on the Buyer’s signature page to perform its obligations under this Agreement. If the Buyer is a partnership, corporation, limited liability company or other entity, then the office or offices of the Buyer in which its principal place of business is the address or addresses of the Buyer set forth on the Buyer’s signature page to this Agreement. e. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities. f. The Transaction Documents to which the Buyer is a party, and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Buyer. This Agreement has been duly and validly authorized, executed and delivered by on behalf of Buyer and shall constitute the Buyerlegal, and this Agreement is, and each of the other Transaction Documents to which the Buyer is a party, when executed and delivered by the Buyer (if necessary), will be valid and binding obligations obligation of the Buyer enforceable against it in accordance with their respective its terms, subject except (a) as to enforceability to general principles of equity and to limited by applicable bankruptcy, insolvency, moratorium reorganization, moratorium, fraudulent conveyance, and any other similar laws of general application affecting the enforcement of creditors’ ' rights generally, or (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. g. (c) The execution and delivery by Buyer is an “accredited investor” as that term is defined in Rule 501 of this Agreement, the purchase by Buyer of the General Rules Note and Regulations the Warrants and the performance by Buyer of its obligations under this Agreement do not and will not violate or conflict with any law applicable to Buyer, any order or judgment of any court or other agency of government applicable to Buyer or any of Buyer's assets or any material contractual restriction binding on or affecting Buyer or any of Buyer's assets. (d) There is no action, suit, proceeding, judgment, claim or investigation pending, or to the 1933 Actknowledge of Buyer, threatened against Buyer which could reasonably be expected in any manner to challenge or seek to prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement. (e) No authorization, consent, approval or other order of, or declaration to or filing with, any governmental agency or body or other person is required for the valid authorization, execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated thereby. (f) Buyer (i) is a sophisticated person with respect to the sale of the Notes and the Warrants;

Buyer Representations and Warranties. The Buyer hereby represents and warrants to, and covenants and agrees with, the Company, as of the date hereof and as of the Closing Date, to Seller as follows: a. Without limiting Buyer’s right (a) Buyer understands that, except as and to sell the Securities pursuant to an effective registration statement or otherwise extent provided in compliance with the Registration Rights Agreement, the Note and the Warrants have not been and are not being registered under the 1933 ActAct or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or an exemption from such registration is available. (b) Buyer has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly authorized, executed and delivered on behalf of Buyer and shall constitute the legal, valid and binding obligation of Buyer enforceable against it in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors' rights generally, or (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (c) The execution and delivery by Buyer of this Agreement, the purchase by Buyer of the Note, the Warrants and the Judgment and the performance by Buyer of its obligations under this Agreement do not and will not violate or conflict with any law applicable to Buyer, any order or judgment of any court or other agency of government applicable to Buyer or any of Buyer's assets or any material contractual restriction binding on or affecting Buyer or any of Buyer's assets. (d) There is no action, suit, proceeding, judgment, claim or investigation pending, or to the knowledge of Buyer, threatened against Buyer which could reasonably be expected in any manner to challenge or seek to prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement. (e) No authorization, consent, approval or other order of, or declaration to or filing with, any governmental agency or body or other person is required for the valid authorization, execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated thereby. (f) Buyer (i) is a sophisticated person with respect to the purchase of the Note, the Warrants and the Judgment; (ii) has adequate information concerning the business and financial condition of the Borrower to make an informed decision regarding the purchase of the Note, the Warrants and the Judgment; and (iii) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Buyer has relied upon Seller's express representations, warranties and covenants in this Agreement. Buyer acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Note, the Warrants and the Judgment is prudent. (g) Buyer is purchasing the Securities Note, the Warrants and the Judgment solely for its own account for investment only and not with a view towards the public sale or distribution thereof and not with a view to the distribution or for sale in connection with any distribution thereof. b. All subsequent offers and sales resale of the Securities by Note, the Buyer shall be made Warrants and the Judgment or its rights thereunder except pursuant to a registration of the Securities under the 1933 Act statement declared effective under, or pursuant to an exemption from such registrationthe registration requirements of, the Securities Act. c. The (h) Buyer is an "accredited investor" (as defined in Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the transaction contemplated herein, and it is able to bear the economic risk of such purchase. (i) Buyer understands that the Securities Note and the Warrants are being offered and sold to it in reliance on specific exemptions from the registration requirements of the 1933 Act United States federal and state securities laws and laws. (j) Buyer understands that the Company is relying upon Note, the truth and accuracy of, Series A Warrant and the Buyer’s compliance with, Series B Warrant shall bear the representations, warranties, agreements, acknowledgments and understandings legends set forth in Section 2(g) of the Buyer set forth herein Securities Purchase Agreement and such legends shall not be removed except in order to determine the availability of such exemptions and the eligibility accordance with Sections 2(g) of the Buyer to acquire the Securities. d. If the Buyer is an individual, then the Buyer resides in the state or province identified in the address of the Buyer set forth on the Buyer’s signature page to this Agreement. If the Buyer is a partnership, corporation, limited liability company or other entity, then the office or offices of the Buyer in which its principal place of business is the address or addresses of the Buyer set forth on the Buyer’s signature page to this Securities Purchase Agreement. e. The (k) Buyer understands that no United States federal is not purchasing the Note, the Warrants or state agency the Judgment as a result of any advertisement, article, notice or other communication regarding the Note, the Warrants or the Judgment published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other government general solicitation or governmental agency has passed on or made any recommendation or endorsement of the Securitiesgeneral advertisement. f. The Transaction Documents (l) Buyer has taken no action that would give rise to which the Buyer is a partyany claim by any person for brokerage commissions, and finder's fees or similar payments relating to this Agreement or the transactions contemplated hereby hereby. (m) Buyer has not, and therebyto its knowledge no one acting on its behalf has, taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Borrower. (n) Buyer acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to Borrower that is not known to Buyer and that may be material to a decision to purchase the Note, the Warrants and the Judgment for the Purchase Price ("BUYER EXCLUDED INFORMATION"), (ii) Buyer has determined to purchase the Note, the Warrants and the Judgment notwithstanding its lack of knowledge of Buyer Excluded Information, if any, and (iii) Seller shall have been duly and validly authorized by the Buyer. This Agreement has been executed and delivered by the no liability to Buyer, and this Agreement isBuyer waives and releases any claims that it might have against Seller, and each whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information, if any, in connection with Buyer's purchase of the other Transaction Documents to which Note, the Warrants and the Judgment for the Purchase Price in accordance herewith; provided, however, that Buyer is a partyExcluded Information, when executed if any, shall not and delivered by does affect the Buyer (if necessary), will be valid and binding obligations truth or accuracy of the Buyer enforceable representations or warranties of Seller in accordance with their respective terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors’ rights generally. g. The Buyer is an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the 1933 Act.this Agreement

Buyer Representations and Warranties. The Buyer represents Xxxxx makes the following representations and warrants to, and covenants and agrees with, the Company, warranties to Seller as of the date hereof Effective Date and as of the Closing Date, as follows: a. Without limiting Buyer’s right to sell the Securities pursuant to an effective registration statement or otherwise in compliance with the 1933 Act, the Buyer is purchasing the Securities for its own account for investment only and not with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof. b. All subsequent offers and sales of the Securities by the Buyer shall be made pursuant to registration of the Securities under the 1933 Act or pursuant to an exemption from such registration. c. The Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the 1933 Act and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities. d. If the Buyer is an individual, then the Buyer resides in the state or province identified in the address of the Buyer set forth on the Buyer’s signature page to this Agreement. If the (i) Buyer is a partnership, corporation, limited liability company or other entitycompany, then duly organized, and validly existing under the office or offices laws of the State of North Carolina. The Buyer in which its principal place further represents and warrants that this Agreement and all documents executed by Xxxxx that are to be delivered to Seller at the Closing: (A) are, or at the time of business is such Closing will be, duly authorized, executed and delivered by Buyer, (B) do not, and at the address or addresses time of the Buyer set forth on the Buyer’s signature page to this Agreement. e. The Buyer understands that no United States federal Closing will not, violate any provision of any agreement or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities. f. The Transaction Documents order to which the Buyer is a party, and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Buyer. This Agreement has been executed and delivered by the Buyer, and this Agreement is, and each of the other Transaction Documents party or to which the Buyer is subject, and (C) constitute (or in the case of documents executed by Xxxxx that are to be delivered to Seller will constitute) a partyvalid and legally binding obligation of Buyer, when enforceable in accordance with its terms. (ii) Buyer has the full lawful right, power and authority to enter into this Agreement and to consummate the transaction contemplated herein. This Agreement is, and all agreements, instruments and documents to be executed and delivered by the Buyer (if necessary)pursuant to this Agreement shall be, will be duly authorized, executed and delivered by Buyer and shall be, valid and legally binding obligations of the upon Buyer and enforceable in accordance with their respective terms. The execution and performance of this Agreement and the consummation of the transactions contemplated hereby will not and do not violate any provision of any agreement, subject as instrument, order, judgment or decree to enforceability to which either Buyer is a party or by which it is bound. (iii) Buyer has not (A) made a general principles of equity and to bankruptcy, insolvency, moratorium and other similar laws affecting assignment for the enforcement benefit of creditors’ rights , (B) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Xxxxx’s creditors, (C) suffered the appointment of a receiver to take possession of all, or substantially all, of Buyer’s assets, (D) suffered the attachment or other judicial seizure of all, or substantially all, of the Buyer’s assets, (E) admitted in writing its inability to pay its debts as they come due, or (F) made an offer of settlement, extension or composition to its creditors generally. g. (iv) The sources of funds for payment by Buyer of the Purchase Price are not sources of funds which would be subject to 18 U.S.C. §§ 1956-1957 (Laundering of Money Instruments), 18 U.S.C. §§ 981-986 (Federal Asset Forfeiture) or 21 U.S.C. § 881 (Drug Property Seizure), Executive Order 13224, or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, H.R. 3162, Public Law 107-56 (the USA Patriot Act). Neither Buyer nor any person or entity owning an interest in Buyer is an “accredited investor” as that term is defined in Rule 501 a person or entity with whom U.S. persons are restricted from doing business under regulation of the General Rules Office of Foreign Assets Control of the Department of Treasury (“OFAC”), including those named on OFAC’s Specially Designated and Regulations Blocked Persons list, or under the 1933 Actany statute, regulation or executive order (including Executive Order 13224), or by other governmental action.

Buyer Representations and Warranties. The Buyer represents Xxxxx makes the following representations and warrants to, and covenants and agrees with, the Company, warranties to Seller as of the date hereof Effective Date and as of the Closing Date, as follows: a. Without limiting Buyer’s right to sell the Securities pursuant to an effective registration statement or otherwise in compliance with the 1933 Act, the Buyer is purchasing the Securities for its own account for investment only and not with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof. b. All subsequent offers and sales of the Securities by the Buyer shall be made pursuant to registration of the Securities under the 1933 Act or pursuant to an exemption from such registration. c. The Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the 1933 Act and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities. d. If the Buyer is an individual, then the Buyer resides in the state or province identified in the address of the Buyer set forth on the Buyer’s signature page to this Agreement. If the (i) Buyer is a partnership, corporation, limited liability company or other entityduly organized, then and validly existing under the office or offices laws of the State of Maryland. The Buyer in which its principal place further represents and warrants that this Agreement and all documents executed by Xxxxx that are to be delivered to Seller at the Closing: (A) are, or at the time of business is such Closing will be, duly authorized, executed and delivered by Buyer, (B) do not, and at the address or addresses time of the Buyer set forth on the Buyer’s signature page to this Agreement. e. The Buyer understands that no United States federal Closing will not, violate any provision of any agreement or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities. f. The Transaction Documents order to which the Buyer is a party, and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Buyer. This Agreement has been executed and delivered by the Buyer, and this Agreement is, and each of the other Transaction Documents party or to which the Buyer is subject, and (C) constitute (or in the case of documents executed by Xxxxx that are to be delivered to Seller will constitute) a partyvalid and legally binding obligation of Buyer, when enforceable in accordance with its terms. (ii) Buyer has the full lawful right, power and authority to enter into this Agreement and to consummate the transaction contemplated herein, including, but not limited to, the issuance of the OP Units to Seller or its assignee. This Agreement is, and all agreements, instruments and documents to be executed and delivered by the Buyer (if necessary)pursuant to this Agreement shall be, will be duly authorized, executed and delivered by Buyer and shall be, valid and legally binding obligations of the upon Buyer and enforceable in accordance with their respective terms. The execution and performance of this Agreement and the consummation of the transactions contemplated hereby will not and do not violate any provision of any agreement, subject as instrument, order, judgment or decree to enforceability to which either Buyer is a party or by which it is bound. (iii) Buyer has not (A) made a general principles of equity and to bankruptcy, insolvency, moratorium and other similar laws affecting assignment for the enforcement benefit of creditors’ rights , (B) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Xxxxx’s creditors, (C) suffered the appointment of a receiver to take possession of all, or substantially all, of Buyer’s assets, (D) suffered the attachment or other judicial seizure of all, or substantially all, of the Buyer’s assets, (E) admitted in writing its inability to pay its debts as they come due, or (F) made an offer of settlement, extension or composition to its creditors generally. g. (iv) The sources of funds for payment by Buyer of the Purchase Price are not sources of funds which would be subject to 18 U.S.C. §§ 1956-1957 (Laundering of Money Instruments), 18 U.S.C. §§ 981-986 (Federal Asset Forfeiture) or 21 U.S.C. § 881 (Drug Property Seizure), Executive Order 13224, or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, H.R. 3162, Public Law 107-56 (the USA Patriot Act). Neither Buyer nor any person or entity owning an interest in Buyer is an “accredited investor” as that term is defined in Rule 501 a person or entity with whom U.S. persons are restricted from doing business under regulation of the General Rules Office of Foreign Assets Control of the Department of Treasury (“OFAC”), including those named on OFAC’s Specially Designated and Regulations Blocked Persons list, or under the 1933 Actany statute, regulation or executive order (including Executive Order 13224), or by other governmental action.

Buyer Representations and Warranties. The Buyer represents and warrants toto Seller as of the Effective Date that: (i) Buyer is duly organized and validly existing as a municipal corporation under the laws of the Florida, and covenants has the lawful power to engage in the business it presently conducts and agrees with, contemplates conducting in this Agreement and is duly qualified in each jurisdiction wherein the Companynature of the business transacted by it makes such qualification necessary; (ii) Buyer has the legal power and authority to make and carry out this Agreement and to perform its obligations hereunder and all such actions have been duly authorized by all necessary proceedings on its part; (iii) this Agreement has been duly and validly executed and delivered by Buyer and, as of the date hereof and as of the Closing Effective Date, as follows: a. Without limiting Buyer’s right to sell the Securities pursuant to an effective registration statement or otherwise in compliance with the 1933 Actconstitutes a legal, the Buyer is purchasing the Securities for its own account for investment only and not with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof. b. All subsequent offers and sales of the Securities by the Buyer shall be made pursuant to registration of the Securities under the 1933 Act or pursuant to an exemption from such registration. c. The Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the 1933 Act and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities. d. If the Buyer is an individual, then the Buyer resides in the state or province identified in the address of the Buyer set forth on the Buyer’s signature page to this Agreement. If the Buyer is a partnership, corporation, limited liability company or other entity, then the office or offices of the Buyer in which its principal place of business is the address or addresses of the Buyer set forth on the Buyer’s signature page to this Agreement. e. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities. f. The Transaction Documents to which the Buyer is a party, and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Buyer. This Agreement has been executed and delivered by the Buyer, and this Agreement is, and each of the other Transaction Documents to which the Buyer is a party, when executed and delivered by the Buyer (if necessary), will be valid and binding obligations obligation of the Buyer Buyer, enforceable in accordance with their respective termsits terms against Buyer, subject as except to the extent that its enforceability to general principles of equity and to may be limited by bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement rights of creditors’ rights generally.creditors generally or by general principles of equity; g. The (iv) there are no actions, suits, proceedings or investigations pending or, to the knowledge of Buyer, threatened in writing against Buyer, at law or in equity before any Governmental Authority, which individually or in the aggregate are reasonably likely to have a materially adverse effect on the business, properties or assets or the condition, financial or otherwise, of Buyer, or to result in any impairment of Buyer’s ability to perform its obligations under this Agreement; (v) the execution, delivery and performance of this Agreement by Buyer will not conflict with its governing documents, any Applicable Laws, or any covenant, agreement, understanding, decree or order to which Buyer is a party or by which it is bound or affected; (vi) there is no proceeding under applicable bankruptcy or insolvency law contemplated by Buyer or, to Buyer’s knowledge, threatened against it; (vii) Buyer is an “accredited investoreligible contract participant” as that term is defined in Rule 501 the United States Commodity Exchange Act; and (viii) Buyer has engaged those professional or other experts it reasonably believes necessary to understand its rights and obligations pursuant to this Agreement. All professionals or experts including engineers, attorneys or accountants, that Buyer may have consulted or relied on in undertaking the transactions contemplated by this Agreement have been solely those of Buyer. In entering into this Agreement and the undertaking by Buyer of the General Rules obligations set forth in this Agreement, Buyer has investigated and Regulations determined that it is capable of performing under this Agreement and has not relied upon the 1933 Actadvice, experience or expertise of Seller or any of its Affiliates in connection with the transactions contemplated by this Agreement.

Buyer Representations and Warranties. The Buyer represents and warrants to, and covenants and agrees with, the Company, as of the date hereof and as of the Closing Date, to Seller as follows: a. Without limiting Buyer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Bxxxx has the power and authority and legal right to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Buyer of this Agreement and the performance of its obligations hereunder have been duly authorized by proper proceedings, and this Agreement constitutes a legal, valid, and binding obligation of Buyer enforceable against Buyer in accordance with its terms. Neither the execution and delivery of this Agreement by Bxxxx nor the performance of Bxxxx’s obligations hereunder will contravene, conflict with, or result in a violation of any provision of Buyer’s right articles or certificate of incorporation or its bylaws. Buyer represents that neither its entry into this Agreement, use of funds to sell conclude the Securities pursuant purchase, nor any other act taken by Bxxxx related to an effective registration statement this Agreement is contrary to any law of the United States of America or otherwise in compliance with the 1933 Actany state therein. b. No information, the Buyer is purchasing the Securities for its own account for investment only and not with a view towards the public sale exhibit or distribution thereof and not with a view report furnished to or for sale Seller by Bxxxx in connection with the negotiation, execution, or performance of or compliance with this Agreement contained any distribution thereof. b. All subsequent offers and sales material misstatement or omittance of a material fact or any fact necessary to make the Securities by the Buyer shall be made pursuant to registration of the Securities under the 1933 Act or pursuant to an exemption from such registrationstatements contained therein not misleading. c. The There is no litigation, arbitration, governmental investigation, proceeding, or inquiry pending or, to the knowledge of any of Buyer’s shareholders, directors, officers, members, managers, partners, employees, and agents threatened against or affecting Buyer understands which could have a material adverse effect on Buyer’s performance of its obligations under this Agreement or which seeks to prevent, enjoin, or delay the making or performance of this Agreement. d. Buyer acknowledges and agrees that: (i) in making its decision to enter into this Agreement and to purchase the Ophir Collection, it has relied solely upon the representations and warranties expressly set forth in Section 4 of this Agreement and hereby expressly disclaims that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the 1933 Act and state securities laws and that the Company is relying upon the truth or has relied upon any other representations or warranties made by or on behalf of Seller or any Creditor; and accuracy of(ii) none of Seller, and the Buyer’s compliance withany Creditor, the representations, warranties, agreements, acknowledgments and understandings or any other person on behalf of any of the Buyer foregoing, has made any representation or warranty except as expressly set forth herein in order to determine the availability Section 5 of such exemptions and the eligibility of the Buyer to acquire the Securities. d. If the Buyer is an individual, then the Buyer resides in the state or province identified in the address of the Buyer set forth on the Buyer’s signature page to this Agreement. If the Buyer is a partnership, corporation, limited liability company or other entity, then the office or offices of the Buyer in which its principal place of business is the address or addresses of the Buyer set forth on the Buyer’s signature page to this Agreement. e. The Buyer understands represents and warrants that it has no United States federal agreements, arrangements, or state agency affiliations of any kind with any of the parties in this case or any other government individual or governmental agency has passed on or made any recommendation or endorsement of entity that claims an interest in the SecuritiesOphir Collection. f. The Transaction Documents to which the Buyer is a party, and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Buyer. This Agreement has been executed and delivered by the Buyer, and this Agreement is, and each of the other Transaction Documents to which the Buyer is a party, when executed and delivered by the Buyer (if necessary), will be valid and binding obligations of the Buyer enforceable in accordance with their respective terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors’ rights generally. g. The Buyer is an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the 1933 Act.