Common use of Buyer’s Conditions Clause in Contracts

Buyer’s Conditions. The obligations of Buyer at the Closing are subject, at the option of Buyer, to the satisfaction or waiver at or prior to the Closing of the following conditions precedent: (a) All representations and warranties of Seller contained in this Agreement are true in all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at and as of the Closing in accordance with its terms as if such representations were remade at and as of the Closing (other than representations and warranties made as of a specified date, which shall have been true as of such specified date), and Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller or jointly by Buyer or Seller at or prior to the Closing in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoing; (b) No order has been entered by any court or governmental agency having jurisdiction over the parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at the time of Closing; (c) Seller shall have obtained all consents specified on Schedule 6.2; (d) Seller shall have obtained a release of the lien(s) described on Schedule 6.4 and shall have delivered to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrances, other than Permitted Encumbrances; (e) Seller shall have cured each of the Existing Title Defects set forth in Section 4.1 to the satisfaction of Buyer; and (f) Seller stands ready, willing and able to Close with Buyer.

Buyer’s Conditions. The obligations of Buyer at to consummate the ------------------ transactions contemplated by this Agreement are subject to the fulfillment on or before the Closing are subject, at the option of Buyer, to the satisfaction or waiver at or prior to the Closing Date of the following conditions precedentconditions, any of which may be waived in writing by Buyer: (a) All Required Consents designated as material on Schedules 5.3(a) and 5.3(b) shall have been obtained. (b) Seller shall have delivered all necessary instruments of transfer, in form and substance reasonably satisfactory to Buyer, including, without limitation, the Xxxx of Sale annexed hereto as Exhibit 2.3-A and the Assignment and Assumption Agreement annexed hereto as Exhibit 2.3-B. (c) All of the representations and warranties of Seller contained in this Agreement are or in any written statement, deed, exhibit, certificate, schedule or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby (including, without limitation, the financial statements referred to herein and the Schedules annexed hereto) shall be true and correct in all material respects (considering the transaction as a wholeboth on this date and, but without regard to materiality qualifications in any individual representation or warranty) at additionally, on and as of the Closing in accordance with its terms Date, as if such representations were remade at and as of then made, except to the Closing (other than representations and warranties made as of a specified date, which extent waived hereunder. Seller shall have been true as of such specified date), and Seller has performed and satisfied complied in all covenants material respects with all covenants, agreements and agreements conditions required by this Agreement to be performed and satisfied or complied with by Seller or jointly by Buyer or Seller at it on or prior to the Closing in all material respects Date, and Seller shall deliver have tendered to Buyer a certificate to Buyer confirming executed by a Vice President of the foregoing; (b) No order has General Partner dated the Closing Date, representing and certifying that the foregoing conditions have been entered by any court or governmental agency having jurisdiction over the parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at the time of Closing; (c) Seller shall have obtained all consents specified on Schedule 6.2;fulfilled. (d) All documents required to be delivered by Seller hereunder, including without limitation all conveyance documents and instruments delivered by Seller, in connection with the transactions contemplated hereby shall have obtained a release of the lien(s) described on Schedule 6.4 be in form and shall have delivered substance reasonably acceptable to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrancesBuyer's counsel, other than Permitted Encumbrances;Xxxxx Xxxxxxxxxx & Xxxxx, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. (e) Seller shall have cured each tendered to Buyer the opinion of Xxxxxxxxx X. Xxxxxx, counsel to Seller and General Counsel for Xxxxx, dated the Existing Title Defects set forth Closing Date, in Section 4.1 to the satisfaction form of Buyer; andExhibit 8.1(e)-A hereto and the opinion of Cole Raywid & Xxxxxxxxx, FCC counsel for Seller, dated the Closing Date, in the form of Exhibit 8.1(e)-B hereto. (f) Seller stands readyshall have tendered all such additional instruments and other documents as shall be reasonably necessary to consummate the transactions contemplated by this Agreement. (g) No action or proceeding shall be pending or, willing to the knowledge of Seller or Buyer, threatened, against Seller before any court, governmental or arbitration body seeking to restrain or prohibit or seeking damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby; and able there shall be no Legal Proceedings (as defined in Section 5.8 hereof), other than as described on Schedule 5.8, pending or threatened which, either individually or in the aggregate, could materially adversely affect the business, operations or financial condition of the System. (h) Seller and Xxxxx shall have executed and delivered to Close Buyer an agreement not to compete with Buyer, in the form of Exhibit 8.1(h) hereto. (i) Seller shall have tendered to Buyer duly executed satisfactions of any and all liens, pledges, mortgages, security interests, or other encumbrances and (but not in limitation) termination statements of any financing statements with respect to the Purchased Assets. (j) Between the date of this Agreement and the Closing Date, there shall have been (i) no material adverse change in the System or their financial condition, taken as a whole, other than (A) changes arising out of matters of a general economic nature, (B) matters affecting the cable television industry generally (including, without limitation, competition arising from direct broadcast satellite MMDS or SMATV systems and legislation, rulemaking or regulation), or (C) the granting of a franchise to GTE by one or more of the Franchising Authorities; and (ii) no material loss, damage, impairment, confiscation or condemnation of any of the Purchased Assets that has not been repaired or replaced to Buyer's reasonable satisfaction. (k) All waiting periods under the HSR Act applicable to this Agreement or the transaction contemplated hereby shall have expired or been terminated. (l) The downward adjustments to the Purchase Price made pursuant to Section 3.3(a) of this Agreement, if any, shall not be greater than $1,800,000. (m) Buyer shall have received the Phase I report and any Phase II report prepared pursuant to Sections 7.17(b) and (c). (n) All Environmental Conditions identified in Buyer's notice pursuant to Section 7.17(e) shall have been remediated, corrected or otherwise addressed to Buyer's satisfaction (such as through the establishment of an escrow fund) prior to the Closing Date. If Buyer shall waive the foregoing condition and Closing shall occur, Seller shall spend, or pay to Buyer, a total of $50,000 toward the Environmental Costs prior to or at the Closing, and Buyer may pursue all of its rights against Seller, including under Sections 9.2(b) and (c) of this Agreement, with respect to the costs, expenses and liabilities associated with the balance of such Environmental Costs. No additional Assumed Liabilities of Buyer shall be deemed or construed to have been created by any waiver of the condition in this subsection (n), nor shall any such waiver alter any rights or obligations of the parties provided for elsewhere in this Agreement or otherwise.

Buyer’s Conditions. The obligations Buyer’s obligation to consummate the transactions contemplated in this Agreement and pay the Purchase Price and accept title to the Property shall be subject to the following conditions precedent on and as of Buyer at the Closing are subjectDate or 4888-3897-1619, at v. 10 the option of waiver thereof by the Buyer, which waiver shall be binding upon the Buyer only to the satisfaction or waiver at extent made in writing on or prior to the Closing Date. (i) On the Closing Date, the Seller shall deliver the Property to the Buyer in substantially the same condition as it was as of the following conditions precedent:last day of the Due Diligence Period (excluding (A) ordinary wear and tear and (B) any improvements or alterations performed by the Buyer prior to the Closing), and shall deliver possession to the Property to the Buyer, free and clear of all rights of tenants, occupants and any other persons or entities other than the rights of the Seller under the Leaseback Lease. (aii) All The Buyer shall have received all required consents from the Borough, FMERA and/or any other applicable governmental entity in connection with or as a condition to the assignment and assumption of the Assigned and Assumed Agreements; it being understood and agreed that the Buyer shall use diligent, commercially reasonable efforts to obtain all such consents as soon as reasonably practicable. (iii) The Buyer shall have received any required governmental consents and approvals, including any zoning modifications or variances, required to permit the Property to be used as a multi-tenant property; it being understood and agreed that the Buyer shall use diligent, commercially reasonable efforts to obtain all such consents and/or approvals as soon as reasonably practicable. (iv) The Seller shall have delivered all of the closing documents described in Paragraph 8(a) of this Agreement duly executed. (v) The Title Company shall have issued and delivered to the Buyer the Title Commitment, which shall be subject only to the Permitted Encumbrances and the Title Company shall be committed, subject only to the payment of its customary premium and endorsement charges and other fees and charges that are customarily charged by the Title Company to buyers in commercial real estate transactions in the county where the Property is located at the Closing, to issue the Title Policy to the Buyer, insuring that fee simple title to the Property is vested in the Buyer, subject only to the Permitted Encumbrances. (vi) The representations and warranties of the Seller herein contained in this Agreement are shall be true in all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at and stated herein as of the Closing in accordance with its Date except to the extent of changes permitted by the terms as if such representations were remade at and as of the Closing this Agreement. (other than representations and warranties made as of a specified date, which vii) The Seller shall have been true as of such specified date), performed all obligations and Seller has performed and satisfied complied in all material respects with all covenants and agreements required by this Agreement to be performed and satisfied or complied with by the Seller or jointly by Buyer or Seller at or prior to the Closing in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoing;Date. (bviii) No order has been entered by order, decree or judgment of any court or governmental agency having jurisdiction over body shall have been issued restraining, prohibiting, restricting, or delaying, the parties or consummation by the subject matter Seller of this Agreement that restrains or prohibits the purchase and sale transactions contemplated by this Agreement and that remains in effect at Agreement. No insolvency proceeding of any character including without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the time of Closing; (c) Seller shall have obtained all consents specified on Schedule 6.2; (d) be pending, and 4888-3897-1619, v. 10 the Seller shall not have obtained a release taken any action in contemplation of the lien(s) described on Schedule 6.4 and shall have delivered to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear institution of all liens and encumbrances, other than Permitted Encumbrances; (e) Seller shall have cured each of the Existing Title Defects set forth in Section 4.1 to the satisfaction of Buyer; and (f) Seller stands ready, willing and able to Close with Buyerany such proceedings.

Buyer’s Conditions. The obligations of Buyer at Buyer’s obligation to purchase the Closing are subject, at the option of Buyer, Properties and to close Escrow is subject to and conditioned upon the satisfaction or Buyer’s written waiver at or prior to the Closing of each of the following conditions precedentat or before the Close of Escrow: 9.1.1 For each Property, the Title Company shall have unconditionally and irrevocably committed to issue an ALTA extended coverage owner’s policy of title insurance (aeach, an “Owner Policy”) with a liability amount not less than the applicable allocated Purchase Price shown on the Allocation Schedule, naming Buyer, as the insured, showing fee simple title to such Property to be vested in Buyer, subject only to the Permitted Exceptions. 9.1.2 Each Seller’s timely delivery to Escrow Holder of the items described in Section 10.1 below. 9.1.3 Each Seller not being in default in the performance of any of its obligations in any material respect under this Restated Agreement as of the Close of Escrow. 9.1.4 All representations and warranties of each Seller contained set forth in this Agreement are Restated Agreement, as they may be amended or deemed amended or modified with Buyer’s acceptance pursuant to the terms of the last paragraph of Section 8.1 of this Restated Agreement, shall be true and correct in all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at when made and as of the Closing in accordance with its terms as if such representations were remade at shall be true and as of the Closing (other than representations and warranties made as of a specified date, which shall have been true as of such specified date), and Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller or jointly by Buyer or Seller at or prior to the Closing correct in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoing; (b) No order has been entered by any court or governmental agency having jurisdiction over the parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at the time of Closing; (c) Seller shall have obtained all consents specified on Schedule 6.2; (d) Seller shall have obtained a release when remade as of the lien(s) described on Schedule 6.4 and Close of Escrow. 9.1.5 Seller shall have delivered to Buyer evidence satisfactory (i) a sufficient number of Acceptable Estoppel Certificates to satisfy the Estoppel Threshold requirement in Section 7.6.4, and (ii) an Acceptable Estoppel Certificates from each Major Tenant. 9.1.6 There shall be no pending legal action against any Seller that seeks to prevent, make illegal, enjoin or prohibit the sale of the Properties to Buyer. 9.1.7 If the SEC notifies Seller or CMCT of its intent to review or comment on or otherwise provides comments to the Schedule 14C Statement prior to Closing, CMCT shall have determined in good faith that it has resolved all such comments and, if CMCT determines that a supplemental mailing to the Schedule 14C Statement is necessary in connection with the resolution of such comments, twenty (20) days shall have elapsed since such mailing by CMCT to the stockholders of CMCT. If the foregoing condition is not fulfilled on or before the scheduled Close of Escrow contemplated in Section 4.2, Buyer, at its option, may either (i) adjourn Closing and extend the Closing Date for thirty (30) days to allow the satisfaction of such condition, and if the foregoing condition is not fulfilled on or before the expiration of such thirty (30) days, Buyer may adjourn Closing and extend the Closing Date for an additional thirty (30) days to allow the satisfaction of such condition, or (ii) terminate this Restated Agreement, whereupon Escrow Holder shall promptly return to Buyer the Deposit, along with any interest earned thereon, less the Independent Consideration, and neither party shall have any further rights or obligations under this Restated Agreement, except those that expressly survive the termination of this Restated Agreement, except that if the failure of any such condition specified in this Section 9.1.7 is a breach or default by Seller, then Buyer shall have such rights and remedies as are provided in this Restated Agreement upon the occurrence of such breach or default by Seller. Notwithstanding the foregoing, if Buyer elects to adjourn Closing and extend the Closing Date pursuant to option (i) in the immediately preceding sentence, Buyer, at its counsel option, may terminate this Restated Agreement pursuant to option (ii) in the immediately preceding sentence at the expiration of the first thirty (30) day extension only. At the expiration of the second thirty (30) day extension, if the foregoing condition is not fulfilled, this Restated Agreement shall automatically terminate, the Deposit (excluding the Independent Consideration) shall be returned to Buyer, Seller shall reimburse Buyer for its out-of-pocket costs incurred in connection with this Restated Agreement and the transactions contemplated by this Restated Agreement up to and not exceeding One Million and 00/100ths Dollars ($1,000,000.00) and neither party shall have any further rights, obligations or liabilities hereunder except to the extent that Seller is able to deliver any right, obligation or liability set forth herein expressly survives termination of this Restated Agreement. 9.1.8 The Closing of the Assets free and clear sale of all liens of the Properties must occur simultaneously, and encumbrancesSeller shall not have the right to sell any Property without the sale of each of the other Properties. The terms of this Section 9.1 are solely for the benefit of Buyer, other than Permitted Encumbrances; (e) and Seller shall have cured each no additional right or remedy hereunder as a result of the Existing Title Defects exercise by Buyer of any of its rights under this Section 9.1. Other than as set forth in Section 4.1 9.1.7, if any of the foregoing conditions is not fulfilled on or before the scheduled Close of Escrow contemplated in Section 4.2, Buyer, at its option, may either (i) elect to complete the transactions contemplated by this Restated Agreement, (ii) delay the Close of Escrow for up to thirty (30) days to allow the satisfaction of Buyer; and any unsatisfied condition, or (fiii) Seller stands readyterminate this Restated Agreement, willing whereupon Escrow Holder shall promptly return to Buyer the Deposit, along with any interest earned thereon, less the Independent Consideration, and able to Close with Buyerneither party shall have any further rights or obligations under this Restated Agreement, except those that expressly survive the termination of this Restated Agreement, except that if the failure of any such condition specified in this Section 9.1 is a breach or default by Seller, then Buyer shall have such rights and remedies as are provided in this Restated Agreement upon the occurrence of such breach or default by Seller.

Buyer’s Conditions. The following are conditions Precedent to Buyer's obligations under this Agreement (the "Buyer Conditions Precedent"). The Buyer Conditions Precedent are intended solely for the benefit of Buyer and may be waived only by Buyer in writing. In the event any Buyer Condition Precedent is not satisfied, Buyer may, in its sole and absolute discretion, terminate this Agreement, and, subject to the provisions of Paragraph 7, all obligations of Buyer and Seller hereunder (except provisions of this Agreement which recite that they survive termination) shall terminate and be of no further force or effect. (i) Buyer's inspection, review and approval, within the Due Diligence Period, of all aspects of the Property. (ii) The issuance by the Title Company to Buyer of the Title Policy subject only to the Approved Title Exceptions and including the Endorsements specified by Buyer during the Due Diligence Period. (iii) Receipt by Buyer within the Due Diligence Period of an "as-built" ALTA/ACSM survey (the "Survey") in form and content reasonably accented to Buyer and in sufficient detail to provide the basis for the required Title Policy without boundary, encroachment or survey exceptions, to be obtained by Buyer at Buyer's sole expense. (iv) All of Seller's representations and warranties contained in or made pursuant to this Agreement shall have been true and correct when made and shall be true and correct as of the Closing Date; provided that, in the event of any change in Seller's representations and warranties prior to Closing, Seller may update such representations and warranties by delivery of written notice to Buyer. In the event Seller's updated representations and warranties are subjectunacceptable to Buyer, Buyer shall have the right, in its sole discretion, to terminate this Agreement, and the Deposit shall be promptly returned to Buyer. (v) Seller shall have fully complied with all of Seller's duties and obligations contained in this Agreement. (vi) As of the Closing Date, there shall be no litigation or administrative agency or other governmental proceeding pending which after Closing would, in Buyer's reasonable discretion, materially adversely affect the value of the Property or the ability of Buyer to operate the Property in the manner in which it is currently being operated, and no proceedings shall be pending which would cause the redesignation or other modification of the zoning classification of, or of any building or environmental code requirements applicable to, any of the Property. (vii) Seller shall have provided Buyer with an updated Rent Roll three (3) business days prior to Closing, which updated Rent Roll must not indicate any material adverse change from the Rent Roll last approved by Buyer. Seller shall specifically identify any changes from the most recently approved Rent Roll and provide a certificate executed by Seller certifying that such updated Rent Roll is true and correct (including, without limitation, the amount of Security Deposits and description of uncured tenant defaults and delinquencies listed thereon), and stating whether there exist any events which with the passage of time and/or the giving of notice would constitute a tenant default under a Lease, and Buyer shall have performed a closing audit which confirms the updated Rent Roll. (viii) Seller shall terminate prior to the Closing, at no cost or expense to Buyer, any and all Service Contracts or Other Documents affecting the option Property that are not Assigned Contracts. (ix) There shall have been no material adverse change in or addition to the information or items reviewed and approved by Buyer during the Due Diligence Period. (x) Buyer's review and approval of estoppel certificates (1) covering eighty percent (80%) of the leased space within the Property, and (2) from all tenants of all leases entered into after the date of this Agreement but prior to Closing. Seller shall use good faith efforts to obtain and deliver to Buyer tenant estoppel certificates in form and substance satisfactory to Buyer from any and all tenants occupying any portion of the Property (collectively, "Tenants"). Certificates substantially in the form attached hereto as Exhibit F (as modified to address specific reasonable concerns arising as a result of Buyer's review of the Leases) shall be deemed acceptable to Buyer. For any Tenant that Seller is not able to deliver a Tenant estoppel certificate, Seller shall deliver to Buyer a landlord's estoppel certificate covering the satisfaction information which would otherwise have been included in the Tenant's estoppel certificate; provided, however, that Buyer shall not be obligated to accept or waiver approve any estoppel provided by Seller if Buyer has reason to believe any statement contained therein would be disputed or denied by the applicable Tenant; and provided further that Buyer shall not be obligated to accept or approve estoppels provided by Seller representing more than thirty percent (30% of the estoppels covered by section (1), above. Said certificates shall be delivered at or least five (5) days prior to the Closing of the following conditions precedent: and shall be dated no earlier than fifteen (a15) All representations and warranties of Seller contained in this Agreement are true in all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at and as of the Closing in accordance with its terms as if such representations were remade at and as of the Closing (other than representations and warranties made as of a specified date, which shall have been true as of such specified date), and Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller or jointly by Buyer or Seller at or days prior to the Closing in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoing; (b) No order has been entered by any court or governmental agency having jurisdiction over the parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at the time of Closing; (c) Seller shall have obtained all consents specified on Schedule 6.2; (d) Seller shall have obtained a release of the lien(s) described on Schedule 6.4 and shall have delivered to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrances, other than Permitted Encumbrances; (e) Seller shall have cured each of the Existing Title Defects set forth in Section 4.1 to the satisfaction of Buyer; and (f) Seller stands ready, willing and able to Close with BuyerDate.

Buyer’s Conditions. The obligations of Buyer at Buyer’s obligation to consummate the Closing are subject, at the option of Buyer, transactions contemplated by this Agreement is further subject to the satisfaction or waiver fulfillment at or prior to the Closing of each of the following conditions precedentconditions, any of which may be waived by Buyer in its sole discretion: (a) All all representations and warranties of Seller contained in this Agreement are Agreement, as well as the IP License Representations, shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (considering in the transaction as a whole, but without regard to materiality qualifications in case of any individual representation or warrantywarranty without any materiality qualification) at on the date hereof and as of the Closing in accordance with its terms as if Closing, except for such representations were remade at and warranties that address matters as of a particular date which need be true in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) only as of the Closing particular date specified therein; (other than representations and warranties made as of a specified date, which b) Seller shall have been true as of such specified date), and Seller has performed and satisfied or complied with all covenants and agreements required by this Agreement to be performed and satisfied or complied with by Seller or jointly by Buyer or Seller at them hereunder on or prior to the Closing in all material respects and Seller shall deliver a certificate to Buyer confirming have tendered the foregoing; (b) No order has been entered by any court or governmental agency having jurisdiction over the parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect required documents at the time of ClosingClosing as set forth in Section 4.3(a); (c) Seller Title Company shall have obtained all consents specified on Schedule 6.2be irrevocably committed to issue the Owner’s Policy, subject only to payment of the premium therefor pursuant to Section 4.4(c); (d) Seller shall have obtained a release The Key Employees and at least […***…]% of the lien(s) described on Schedule 6.4 and Non-Key Employees shall have delivered to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrances, other than Permitted Encumbrancesbe Transferred Employees; (e) Seller Buyer shall have cured each received a certificate signed by an executive officer of the Existing Title Defects Seller certifying as to the satisfaction of the conditions set forth in Section 4.1 10.2(a) and Section 10.2(b); (f) The results of the Phase II environmental investigation to be conducted by Terracon Consultants, Inc., at Buyer’s expense, shall not reveal the satisfaction presence or concentration of Buyerany Hazardous Materials other than those as are materially in accord with the Phase I report received by Buyer on October 22, 2015, Project No. ND157039; (g) Seller shall have delivered the Evidence of Zoning Compliance; and (fh) Seller stands readyshall have delivered a “Natural Hazard Disclosure Statement,” which discloses whether the Real Property is located within one (1) or more of the six (6) natural hazard zones specified in California Civil Code Section 1103(a), willing and able which statement must be reasonably acceptable to Close with Buyer.

Buyer’s Conditions. The obligations obligation of Buyer at to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing are subjectDate, at the option of Buyer, to the satisfaction or waiver at or prior to the Closing each of the following conditions precedentconditions: (a) All The representations and warranties of Seller contained set forth in this Article 5 shall be true and correct as of the date of the Agreement are and shall be true and correct in all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at and as of the Closing in accordance with its terms as if such representations were remade at and as of the Closing Date. (other than representations and warranties made as of a specified date, which b) Seller shall have been true as of such specified date), and Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller or jointly by Buyer or Seller at or prior to the Closing complied in all material respects with all of the agreements, covenants, and conditions required of Seller shall deliver a certificate to Buyer confirming by this Agreement on or before the foregoing;Closing Date. (bc) No order has been entered by action, suit, or proceeding before any court or any governmental agency having jurisdiction over body or authority that would in any way affect the Assets or the ability of the parties or to consummate the subject matter of this Agreement that restrains or prohibits the purchase and sale transactions contemplated by this Agreement and that remains in effect at the time of Closing; (c) Seller shall have obtained all consents specified been instituted or, to Seller’s knowledge, threatened on Schedule 6.2;or before the Closing Date. (d) Seller The Assets shall have obtained a release of be in substantially the lien(s) described same condition on Schedule 6.4 the Closing Date as on the date hereof, and there shall have delivered be no material loss or damage to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrances, other than Permitted Encumbrances;prior to the Closing. (e) Seller shall have cured each obtained all necessary agreements and consents of any parties required to consummate the Existing Title Defects set forth in Section 4.1 to the satisfaction of Buyer; andtransactions contemplated by this Agreement. (f) Buyer shall have received copies of such releases and documents, and reviewed such other evidence as Buyer reasonably deems necessary to assure the Buyer that the Assets are being delivered to Buyer free and clear of all liens, claims, charges, security interests, pledges, assignments or encumbrances other than Permitted Liens. (g) Seller stands readyshall have executed and delivered or cause to be delivered to Buyer: (1) a duly executed xxxx of sale (the "Xxxx of Sale"), willing in substantially the form attached as Exhibit 2, (2) a duly executed assignment of contracts (the "Assignment of Contracts") in substantially the form attached as Exhibit 3, (3) a duly executed assignment of leases (the "Assignment of Leases") in substantially the form attached as Exhibit 4, (4) A duly executed assignment of intangible property (the "Assignment of Intangible Property") in substantially the form attached as Exhibit 5, (5) a duly executed First Amendment to the MFA; and able (6) all other documents, files, records, certificates and agreements required to Close with Buyerbe executed and/or delivered at Closing to transfer, convey and assign to Buyer all of Seller’s right, title and interest in and to the Assets, free and clear of any liens or encumbrances other than the Permitted Liens.

Buyer’s Conditions. The obligations obligation of Buyer at to consummate the Closing are subject, at the option of Buyer, transactions contemplated by this Agreement is subject to the satisfaction on or waiver at or prior to the before Closing of the following conditions precedent:any of which may be waived in whole or in part by Buyer, but only in writing at or prior to Closing. A failure to discover, or a waiver of, any circumstances made a condition under this Section 8.2 shall not constitute a waiver of any warranties and representations provided for elsewhere in this Agreement, unless any such waiver specifically so states. (a) All Since the Original Agreement Date, nothing shall have occurred which has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. b) The representations and warranties of Seller contained in this Agreement are shall be true and correct in all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at and as of the Closing Date (except to the extent that they expressly relate only to an earlier time, in accordance with its terms as if such representations were remade at and as of the Closing (other than representations and warranties made as of a specified date, which case they shall have been true and correct in all material respects as of such specified dateearlier time), other than such breaches of such representations and Seller has performed and satisfied all warranties which in the aggregate would not reasonably be expected to have a Material Adverse Effect on the Company. No Default or failure to perform which, with notice and/or lapse of time, would constitute a Default by Seller, the Company or any of its Subsidiaries under any of the agreements or covenants and agreements required by this Agreement to be theretofore performed and satisfied by Seller or jointly by Buyer or Seller at or prior to the Closing in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoing; (b) No order has been entered complied with by any court or governmental agency having jurisdiction over the parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at the time of Closing; (c) Seller them shall have obtained all consents specified on Schedule 6.2; (d) occurred and be continuing. Seller shall have obtained a release of the lien(s) described on Schedule 6.4 and shall have delivered to Buyer evidence satisfactory a certificate dated as of the Closing Date, signed either by its chairman, chief executive officer, president, any vice president or the secretary of the Board and its chief financial officer, in their capacities as officers of Seller, to the effect set forth in this Section 8.2(b). c) The Seller shall have delivered to Buyer and its counsel that the certificates representing the Stock registered in the name of Seller is able to deliver the Assets free and clear of all liens Liens, duly endorsed by Seller for transfer or accompanied by stock transfer powers duly endorsed in blank. d) Buyer shall have received an opinion dated the Closing Date of each of the General Counsel to Seller and encumbrancesSantxxxxxxx x Xteta, in form and substance satisfactory to Buyer, as to the matters set forth in Sections 5.1, 5.2, 5.3, 5.4, 5.5, 5.6, 5.10, 5.15, 5.16, 5.20, 5.22 and 5.29, and such other than Permitted Encumbrances;matters as Buyer may reasonably request. e) Buyer shall have received all requisite consents of third Persons necessary for the consummation of the transactions contemplated by this Agreement. (ei) Corporate Banking shall have loaned to Buyer and the other parties contemplated under the Debt Commitments the funds contemplated thereby, and (ii) Buyer shall have received the funds required to make payments hereunder in addition to those contemplated by the Debt Commitments. g) On the Closing Date, Seller shall have notified Westin that the Management Agreements will be terminated, unless Buyer waives this requirement. h) The Commitments shall have been delivered to Buyer and issuance of the Title Policy shall be subject only to such conditions and/or exceptions as Buyer may reasonably agree. i) Each Ancillary Agreement required under this Agreement shall have been executed and delivered by the parties thereto. j) For each of the hotel and timeshare properties (each a "Site") (i) a legally enforceable declaration of condominium will have been properly executed before a notary public dividing each Site into a hotel condominium unit, a timeshare condominium unit and common areas; (ii) an appropriate deed to the Site will have been properly executed before a notary public to transfer title to the respective Site to the appropriate Real Estate Company; (iii) an appropriate deed to the Timeshare Property portion of each Site will have been properly executed before a notary public to transfer title to the respective Timeshare Property to the Cancun Timeshare Sub, PV Timeshare Sub and CSL Timeshare Sub; (iv) the respective mortgage documentation will have been executed before a notary public to effectuate the various mortgages contemplated by this Agreement, (B) the items listed in clauses (i), (ii) and (iii), and, to the extent required under financing arrangements, the items listed in clause (iv), will all have been presented to the appropriate public registries; and (C) any other appropriate steps will have been taken to induce the Title Company to insure that the various titles have vested in the grantees; and (D) the lender will have authorized the release of the mortgage financing proceeds (hereinafter referred to collectively as the "Condominium Regime"). k) Seller shall have cured taken all necessary actions with respect to the organizational documents of the Company and each of its Subsidiaries such that the Existing Title Defects set forth capital stock of such entities can be purchased and held by Buyer as contemplated in Section 4.1 this Agreement. l) The Real Estate Companies shall have good and marketable direct title to the satisfaction Property, free and clear of Buyer; and (f) Seller stands ready, willing and able to Close with Buyerall Liens.

Buyer’s Conditions. The obligations obligation of Buyer at to close the Closing are subject, at the option of Buyer, transactions contemplated by this Agreement is subject to the satisfaction or waiver at or prior to the Closing of the following conditions precedentconditions, any of which may be waived by Buyer in their sole discretion: (a) The Seller Fundamental Representations and the Crude JV Fundamental Representations shall be true and correct on and as of the Closing Date as if made on the Closing Date; (b) All representations and warranties of Sellers in Article III, other than the Seller contained in this Agreement are Fundamental Representations, shall be true and correct in all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at on and as of the Closing in accordance with its terms Date as if such representations were remade at made on and as of the Closing such date (other than representations and warranties except that any such representation or warranty that is made as of a specified date, which date shall have been be true or correct in all material respects as of such specified date), and Seller has performed and satisfied all covenants and agreements required except as affected by actions specifically permitted by this Agreement to be performed Agreement; provided, however, that for purposes of determining whether such representations or warranties are true and satisfied correct, any such representation or warranty of Sellers contained in Article III that is qualified by Seller or jointly by Buyer or Seller at or prior to the Closing materiality, in all material respects and Seller or similar materiality qualifications shall deliver a certificate to Buyer confirming the foregoing; (b) No order has been entered not be further qualified by any court or governmental agency having jurisdiction over the parties or the subject matter materiality for purposes of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at the time of ClosingSection 7.2(b); (c) Seller shall have obtained all consents specified on Schedule 6.2;[REDACTED]* (d) Each Seller and Crude JV shall have obtained a release of performed, in all material respects, their obligations, covenants and agreements contained herein and in the lien(s) described on Schedule 6.4 and shall have delivered Transaction Documents required to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrances, other than Permitted Encumbrancesbe performed before Closing; (e) No Restraint shall be effective as of the Closing; (f) Each Seller shall have cured each delivered or caused to be delivered the items required to be delivered by or on behalf of such Seller pursuant to Section 8.2(a) and Section 8.2(f); (g) Crude JV shall have delivered the Existing Title Defects set forth in items required to be delivered by Crude JV pursuant to Section 4.1 8.2(b); (h) Wildcat shall have delivered or caused to be delivered the items required to be delivered by or on behalf of Wildcat pursuant to Section 8.2(d); (i) Approach shall have delivered or caused to be delivered the items required to be delivered by or on behalf of Approach pursuant to Section 8.2(e) and Section 8.2(f); (j) If applicable, the waiting period (and any extension thereof) applicable to the satisfaction of Buyertransactions contemplated by this Agreement under the HSR Act shall have been terminated or shall have expired; and (fk) Seller stands ready, willing and able to Close with BuyerThe Restructuring shall have occurred.

Buyer’s Conditions. The obligations of Buyer at Buyer’s obligation to purchase the Closing are subject, at the option of Buyer, Property and to close Escrow is subject to and conditioned upon the satisfaction or Buyer’s written waiver at or prior to the Closing of each of the following conditions precedentat or before the Close of Escrow: 9.1.1 The Title Company shall have unconditionally committed to issue an ALTA standard coverage owner’s policy of title insurance (athe “Owner Policy”) with a liability amount not less than the Purchase Price, naming Buyer, as the insured, showing fee simple title interest in the Land and Improvements to be vested in Buyer, subject only to the Approved Title Conditions, and without exception for any lien rights in favor of contractors, subcontractors, architects, engineers or suppliers with respect to work performed or being performed on the Property. 9.1.2 Seller’s timely delivery to Escrow Holder of the items described in Section 10.1 below. 9.1.3 Seller not being in default in the performance of any of its material obligations under this Agreement. 9.1.4 All representations and warranties of Seller contained set forth in this Agreement are Agreement, as they may be amended or deemed amended or modified with Buyer’s acceptance pursuant to the terms of this Agreement, shall be true and correct in all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at and as of the Closing Close of Escrow. 9.1.5 Not less than two (2) business days prior to the scheduled Close of Escrow, Buyer shall have received (i) the Declaration Estoppel Certificate executed by CIM Urban Properties REIT VI, (ii) the Renewed Estoppel Certificates executed by the applicable tenants in accordance with its Section 7.7.1, and (iii) the Xxxxxxx Waiver. The terms as if such representations were remade at and as of this Section 9.1 are solely for the Closing (other than representations and warranties made as benefit of a specified date, which shall have been true as of such specified date)Buyer, and Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller shall have no additional right or jointly remedy hereunder as a result of the exercise by Buyer of any of its rights under this Section 9.1. Subject to Section 14.2, if any of the foregoing conditions is not fulfilled on or Seller before the scheduled Close of Escrow contemplated in Section 4.2, Buyer, at or prior its option, may either (i) elect to complete the Closing in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoing; (b) No order has been entered by any court or governmental agency having jurisdiction over the parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale transactions contemplated by this Agreement and that remains in effect at Agreement, (ii) delay the time Close of Closing; Escrow for up to thirty (c30) Seller shall have obtained all consents specified on Schedule 6.2; (d) Seller shall have obtained a release of the lien(s) described on Schedule 6.4 and shall have delivered days to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrances, other than Permitted Encumbrances; (e) Seller shall have cured each of the Existing Title Defects set forth in Section 4.1 to allow the satisfaction of Buyer; and any unsatisfied condition, following which, if such condition remains unsatisfied, Buyer may exercise its rights under clause (fi) Seller stands readyor (iii) or (iii) terminate this Agreement, willing whereupon Escrow Holder shall promptly return to Buyer the Deposit, along with any interest earned thereon, and able to Close with Buyerneither party shall have any further rights or obligations under this Agreement, except those that expressly survive the termination of this Agreement, except that if the failure of any such condition specified in this Section 9.1 results from the breach or default by Seller, then Buyer shall have such rights and remedies as are provided in this Agreement upon the occurrence of such breach or default by Seller.

Buyer’s Conditions. The obligations of Buyer at to consummate the Closing are subject, at the option of Buyer, transactions contemplated herein shall be subject to the satisfaction or waiver at or prior to the Closing fulfillment of the following conditions precedent("Buyer's Conditions"), any of which may be waived in writing by Buyer in its sole and absolute discretion: (a) All 37.1.1 The representations and warranties of Seller contained in this Agreement are made herein shall be true and correct in all material respects respects, Seller shall have performed all covenants and agreements made herein and Seller shall have delivered to the Escrow Holder all the closing documents required pursuant to Paragraphs 3.A and 3.11 hereof. 37.1.2 If requested by Buyer prior to the expiration of the Inspection Period, Buyer's receipt of a subordination, non-disturbance and attomment agreement (considering "SNDAs") from the transaction Tenant pursuant to the Lease in the controlling form of such Lease, or if there is no such controlling form, in a commercially reasonable form as a wholerequested by Buyer. Seller’s Initials:// - 3 - Buyers’s Initials.__ 37.1.3 Buyer's receipt of an estoppel certificate from the Tenant pursuant to the Lease, but without regard substantially in the form attached to materiality qualifications the Lease as Exhibit F thereto (the "Tenant Estoppel Certificate") evidencing that there are no defaults by either landlord or tenant under the Lease, that there has been no amendment of the Lease other than as reflected in the Lease delivered to Buyer as well as other items set forth in Tenant Estoppel Certificate reasonably approved by Buyer. Seller shall request and use its good faith efforts to obtain from Tenant the Tenant Estoppel Certificate at least five (5) days before the anticipated Closing Date. 37.1.4 If requested by Buyer prior to the expiration of the Inspection Period, and if applicable, Buyer's receipt of an estoppel(s) in commercial reasonable form from each declarant or association under any individual representation CC&Rs or warranty) at REA encumbering the Property and all dues and fees allocable to the Property thereunder are current and that there are no known defaults thereunder with respect to the Property (collectively, "Association Estoppel"). 37.1.5 An unconditional and irrevocable agreement by the Title Company to issue the Title Policy. If any of the Buyer's Conditions shall not be satisfied or waived in writing as of the Closing Date, Buyer shall have the right at Buyer's sole discretion and without limiting any other right or remedy of Buyer, (i) to adjourn the Closing Date to allow Seller additional time to satisfy Buyer's Conditions, or (ii) provided that Buyer is not in accordance with its terms as if such representations were remade at and as default under this Agreement, to terminate this Agreement by giving written notice to Seller in which event Buyer shall receive a return of the Closing (other than representations and warranties made as of a specified dateDeposit and, which if Seller is in default hereunder, Buyer's Pursuit Costs, whereupon neither party shall have been true as of such specified date), and Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller any further rights or jointly by Buyer or Seller at or prior to the Closing in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoing; (b) No order has been entered by obligations hereunder except for any court or governmental agency having jurisdiction over the parties or the subject matter provisions of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at the time of Closing; (c) Seller shall have obtained all consents specified on Schedule 6.2; (d) Seller shall have obtained a release of the lien(s) described on Schedule 6.4 and shall have delivered to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrances, other than Permitted Encumbrances; (e) Seller shall have cured each of the Existing Title Defects set forth in Section 4.1 to the satisfaction of Buyer; and (f) Seller stands ready, willing and able to Close with Buyerexpressly survive termination.

Buyer’s Conditions. The obligations Buyer's obligation to close the purchase of Buyer at the Closing are subjectProperty is subject to the satisfactory performance, at the option of occurrence or written waiver by Buyer, to the satisfaction or waiver at or prior to the Closing in Buyer's sole discretion, of each of the following conditions precedentconditions: (a) All representations and warranties of i. Seller contained in this Agreement are true in all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at and as of the Closing in accordance with its terms as if such representations were remade at and as of the Closing (other than representations and warranties made as of a specified date, which shall have been true as of such specified date), and Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller or jointly by Buyer or Seller at or prior to the Closing in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoing; (b) No order has been entered by any court or governmental agency having jurisdiction over the parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at the time of Closing; (c) Seller shall have obtained all consents specified on Schedule 6.2; (d) Seller shall have obtained a release of the lien(s) described on Schedule 6.4 and shall have delivered to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver all of the Assets free and clear of all liens and encumbrancesdocuments, other than Permitted Encumbrancesproperly executed, as required by Paragraph 13(a) hereof; (e) Seller shall have cured each ii. No adverse change in the status of the Existing Title Defects title to the Property as set forth in Section 4.1 the Title Commitment shall have occurred prior to the satisfaction Closing Date; iii. No adverse change in the status of Buyer; andthe title to the Personal Property shall have occurred prior to the Closing Date. (f) iv. No adverse change in the condition of the Improvements or Personal Property shall have occurred prior to the Closing Date, reasonable wear and tear excepted. v. No default by Seller stands shall exist under this Contract, this Contract shall not have terminated and Seller shall be ready, willing and able to Close close under the terms hereof; vi. The representations of Seller contained in this Contract shall be true, complete and correct in all material respects as of the Closing Date, without the necessity of any material amendment or modification, with the same force and effect as if made as of the Closing Date; vii. Seller's obligations pursuant to Paragraph 7(d) shall have been met; viii. Buyer shall have entered into and executed a new lease (the "Lease") or an assignment of Lease of the Property acceptable to Buyer in Buyer's sole discretion with Fort Mill ford. Inc. as tenant for the Property ("Tenant"); ix. The IPO shall have been consummated and the proceeds thereof received by Mar Mar Realty Trust (the "Company"); and x. Buyer shall have obtained the written consent and/or approval of any franchisor, manufacturer, lender or other third party deemed necessary by Buyer to complete the transactions contemplated by this Contract. If any of the foregoing conditions have not been satisfied or waived within the times and in the manner required by this Contract, then Buyer may terminate this Contract, receive a refund of the Earnest Money and seek any remedies available at law or equity, inclxxxxx xithout limitation, specific performance.

Buyer’s Conditions. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any one or more of which may be waived in whole or in part in writing at the Closing are subjectsole discretion of Buyer (it being understood that if Buyer elects to proceed with the Closing, at the option occurrence of Buyer, to the satisfaction or waiver at or prior to the Closing shall be deemed to constitute a waiver of any of the following conditions precedent:not previously satisfied or waived): (ai) All Seller Fundamental Representations contained in this Agreement that are (A) qualified by materiality, shall be true and correct in all respects and (B) that are not qualified by materiality, shall be true and correct in all material respects, in each case as of the date hereof and as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case they shall be true and correct as of such earlier date) and (ii) all other representations and warranties of Seller contained in this Agreement are shall be true in all material respects (considering and correct as of the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at date of this Agreement and on and as of the Closing in accordance Date with its terms the same force and effect as if such representations were remade at and as of though made on the Closing Date (other than without regard to any express qualifier therein as to materiality or Material Adverse Effect), except to the extent such representations and warranties made as of a specified date, expressly relate to an earlier date (in which case they shall have been be true and correct as of such specified earlier date)) and except for breaches of such representations and warranties that, and in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Seller has shall have performed and satisfied complied, in all material respects, with all of the covenants and agreements required by or pursuant to this Agreement to be performed and satisfied or complied with by Seller or jointly by Buyer or Seller at it on or prior to the Closing in all material respects and Date. On the Closing Date, Seller shall deliver a certificate to Buyer confirming the foregoing; (b) No order has been entered by any court or governmental agency having jurisdiction over the parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at the time of Closing; (c) Seller shall have obtained all consents specified on Schedule 6.2; (d) Seller shall have obtained a release of the lien(s) described on Schedule 6.4 and shall have delivered to Buyer evidence satisfactory a certificate, dated as of the Closing Date, signed by a senior officer of Seller, as to the satisfaction of the conditions set forth in this Section 9.1(a). (b) Seller shall have delivered or caused to be delivered to Buyer all the items set forth in Article X. (c) Approval from the Illinois Department of Insurance of the Form A application to be filed by Buyer pursuant to this Agreement and its counsel that Seller is able the other Buyer’s Approvals and Seller’s Approvals shall have been obtained and shall be in full force and effect without conditions that, if satisfied, undertaken or complied with, would reasonably be expected to deliver have any of the Assets free effects set forth in Section 5.2(b) as applicable to Buyer. (d) There shall not be outstanding any temporary restraining order, preliminary or permanent injunction or other order issued by any governmental authority or other legal restraint or prohibition preventing the consummation of the Closing or the execution, delivery and clear performance of all liens and encumbrances, other than Permitted Encumbrances;this Agreement. (e) Seller Between the date of this Agreement and the Closing Date, no Material Adverse Effect shall have cured each of the Existing Title Defects set forth in Section 4.1 to the satisfaction of Buyer; andoccurred. (f) Between the date of this Agreement and the Closing Date, no material adverse change shall have occurred with respect to the properties and assets or the condition, financial or otherwise, of Seller stands ready(for the purposes of this Section 9.1(f), willing “material adverse change” shall mean a decline in Seller’s financial strength rating to A or below by A.M. Best). (g) There shall not have been and able continue to Close with Buyerbe a Rescinded Insurance Event.

Buyer’s Conditions. The obligations obligation of the Buyer to consummate the transactions required to be taken by it at the Closing are subject, at the option of Buyer, shall be further subject to the satisfaction or waiver at or prior to the Closing fulfillment of the following conditions precedent:conditions, any one or more of which may be waived by the Buyer (in whole or in part): (a) All representations and warranties (individually and collectively) of the Seller contained in this Agreement are and all other documents and certificates required to be delivered hereby shall be, if specifically qualified by materiality, true and correct in all respects and, if not so qualified, shall be true and correct in all material respects (considering respects, in each case on the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at date hereof and as of the Closing in accordance with its terms Date as if such representations were remade at and as of made on the Closing (other than representations and warranties made as of a specified dateDate, which but without giving effect to any supplement to the Disclosure Schedule. The Seller shall have been true as of such specified date), and Seller has performed and satisfied complied with all covenants covenants, agreements and agreements required by conditions (individually and collectively) contained in this Agreement required to be performed and satisfied complied with by Seller or jointly by Buyer or Seller it at or prior to the Closing in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoing;Date. (b) No order has been entered The Seller shall have delivered each document required to be delivered pursuant to Section 2.7(a). (c) The Seller shall have delivered to the Buyer Uniform Commercial Code, tax and judgment lien search results, prepared by a nationally recognized search provider, from the Seller’s jurisdiction of incorporation and each jurisdiction in which any court of the Purchased Assets are located, and dated as of a date not more than 30 Business Days prior to the Closing Date. (d) The Buyer shall have received evidence satisfactory to it that prior to or governmental agency having jurisdiction over substantially concurrent with the parties or consummation of the subject matter of this Agreement that restrains or prohibits the purchase and sale transactions contemplated by this Agreement and that remains in effect at the time of Closing; (c) Seller shall have obtained all consents specified on Schedule 6.2; (d) Seller shall have obtained a release of the lien(s) described on Schedule 6.4 and shall have delivered to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrances, Liens (other than the Permitted Encumbrances;Liens) to which any of the Purchased Assets may be subject shall be released and any related filings terminated of record. (e) Seller shall Since the date of this Agreement, there must not have cured each been commenced or threatened against the Buyer, or against any Person affiliated with the Buyer, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Existing Title Defects set forth in Section 4.1 to transactions contemplated hereby or (b) that may have the satisfaction effect of Buyer; and (f) Seller stands ready, willing and able to Close with Buyerpreventing or making illegal any of the transactions contemplated hereby.

Buyer’s Conditions. The obligations obligation of Buyer at to close and consummate the Closing purchase of the Purchased Assets, enter into the Ancillary Agreements to which it is a party, or consummate any of the other transactions contemplated in this Agreement, are subjectexpressly conditioned upon: (i) the truth and accuracy, at in all material respects (except for those representations and warranties which are already qualified by “material” or similar qualification, in which case, the option truth and accuracy in all respects), of Buyerthe representations and warranties of the Sellers set forth in this Agreement; (ii) the performance and satisfaction, in all material respects, of all covenants and agreements of the Sellers and New NGAS Gathering required to the satisfaction or waiver at be performed hereunder on or prior to the Closing Date, including, without limitation, the deliverable obligations set forth in Section 7.2; (iii) the delivery of a certificate duly executed by an authorized officer of each Seller, certifying the satisfaction of the following conditions precedent:matters described in subparagraphs (i) and (ii) above; (aiv) All representations the execution and warranties of Seller contained in this Agreement are true in all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at and as delivery of the Closing legal opinion of outside counsel for Sellers and New NGAS Gathering in substantially the form of Exhibit D; (v) all Required Consents shall have been obtained, and copies thereof provided to Buyer, unless expressly waived or deferred by the Buyer in writing at Closing; (vi) the amendment to the NGAS Credit Agreement contemplated by Section 2.14(c) and Schedule 2.14(c) shall have been duly and properly executed by the parties to the NGAS Credit Agreement, and copies thereof have shall been provided to Buyer; (vii) the amount of indebtedness outstanding under the NGAS Credit Agreement shall not exceed $54.0 million, and Seller shall furnish to Buyer a certificate of Seller’s chief financial officer certifying the balance then outstanding under the NGAS Credit Agreement; (viii) SES shall have obtained all necessary approvals and lender financial commitments (on terms and conditions satisfactory to SES, in its sole discretion) sufficient for SES to close and fund the NGAS Options (whether pursuant to exercise thereof by SES or pursuant to the put provisions therein); (ix) all Preferential Rights affecting the Purchased Assets hereunder shall have been waived, or the time to exercise the same shall have expired in accordance with its terms as if such representations were remade at and as without exercise thereof; (x) no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Closing transactions contemplated in this Agreement; and (xi) the other than representations exhibits, schedules, and warranties made as forms of a specified date, Ancillary Agreements contemplated in this Agreement or in the exhibits and schedules attached hereto which have not been completed and attached hereto shall have been true as of such specified date), prepared and Seller has performed completed in a manner mutually satisfactory to Buyer and satisfied all covenants Sellers prior to Closing and agreements required by reflected in an amendment to this Agreement to be performed and satisfied by Seller or jointly by Buyer or Seller at or prior to Closing. To the Closing extent that Buyer elects to close and consummate the transactions contemplated in all material respects and Seller this Agreement, nothing herein shall deliver be deemed or intended as a certificate waiver of any rights or claims that Buyer may have under Article 8 with regard to Buyer confirming the foregoing; (b) No order has been entered any breach of representations, warranties, covenants or agreements by any court or governmental agency having jurisdiction over the parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at the time of Closing; (c) Seller shall have obtained all consents specified on Schedule 6.2; (d) Seller shall have obtained a release of the lien(s) described on Schedule 6.4 and shall have delivered to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrances, other than Permitted Encumbrances; (e) Seller shall have cured each of the Existing Title Defects set forth in Section 4.1 to the satisfaction of Buyer; and (f) Seller stands ready, willing and able to Close with BuyerSellers hereunder.

Buyer’s Conditions. The obligations of Buyer at to consummate the transactions contemplated by this Agreement are subject to the fulfillment by Company and Sellers, or waiver by Buyer, on or before the Closing are subject, at the option of Buyer, to the satisfaction or waiver at or prior to the Closing Date of the following conditions precedentconditions: (a) 2.2.1.1 All of the Required Consents shall have been obtained, in form and substance reasonably satisfactory to Buyer, with no material change in the terms of any of the Company Agreements without the prior written approval of Buyer and no conditions imposed on any of the Required Consents, and all Required Consents shall be in full force and effect on the Closing Date. 2.2.1.2 All of the representations and warranties of Company and each Seller contained in this Agreement are true and in the documents referenced herein, the Schedules and all material respects (considering closing certificates delivered pursuant hereto or in connection with the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at and as consummation of the transactions contemplated hereby and all exhibits and schedules thereto shall be true on the Closing in accordance with its terms Date as if such representations were remade at and then made (except to the extent waived hereunder or as of affected by the Closing (other than representations and warranties made as of a specified date, which transactions contemplated hereby). Each Seller shall have been true as of such specified date), and Seller has performed and satisfied complied with all covenants other covenants, agreements and agreements conditions required by this Agreement Agreement, including, without limitation, all of the Schedules hereto, to be performed and satisfied or complied with by such Seller or jointly by Buyer or Seller at or prior to or on the Closing in all material respects Date; and Seller Sellers and the Company shall deliver have delivered to Buyer a certificate executed by the Company and each Seller dated the Closing Date, representing and certifying in such detail as Buyer may reasonably request, to Buyer confirming the foregoing; (b) No order has been entered by any court or governmental agency having jurisdiction over the parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at the time of Closing; (c) Seller shall have obtained all consents specified on Schedule 6.2; (d) Seller shall have obtained a release fulfillment of the lien(s) described on Schedule 6.4 and foregoing conditions. 2.2.1.3 Sellers shall have delivered to Buyer evidence satisfactory of the corporate existence of the Company and payment by the Company of its taxes. 2.2.1.4 No action or proceeding shall be pending or, to the knowledge of Sellers or Buyer, threatened before any court or governmental body to restrain or prohibit, or to obtain material damages in respect of, this Agreement or the consummation of the transactions contemplated hereby; and there shall be no Legal Proceedings pending or, to the knowledge of Buyer or Sellers, threatened which, either separately or in the aggregate, could have a material adverse effect. 2.2.1.5 Sellers shall have delivered to Buyer and its counsel that Seller is able to deliver the Assets free and clear resignations of all liens officers and encumbrancesdirectors of Company effective as of the Closing Date. 2.2.1.6 Company and each of Xxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx, Xxxxxxxxx Markovitis and Xxxx Xxxxxxxxx shall have entered into Employment Agreements substantially in the forms of, and on the terms contained in, Schedule 2.2.1.6. 2.2.1.7 Company shall have delivered to Buyer the Audited Financial Statements in accordance with Section 5.3 of this Agreement. 2.2.1.8 Since the Agreement Date, there shall not have occurred any material adverse change with respect to the Company. 2.2.1.9 Sellers shall have delivered to Buyer assignments of all outstanding shares of the capital stock of the Company duly executed by the holders thereof other than Permitted Encumbrances;the Sellers and substantially in the form of, and on the terms contained in, Schedule 2.2.1.9. (e) Seller 2.2.1.10 The Company shall have cured each delivered to Buyer evidence of full ownership of the Existing Title Defects set forth intellectual property referred to in Schedules 3.19(a) and 3.19(b), and within Section 4.1 to the satisfaction of Buyer; and (f) Seller stands ready, willing and able to Close with Buyer5.8.5.

Buyer’s Conditions. The obligations obligation of the Buyer to consummate the transactions required to be taken by it at the Closing are subject, at the option of Buyer, shall be further subject to the satisfaction or waiver at or prior to the Closing fulfillment of the following conditions precedent:conditions, any one or more of which may be waived by the Buyer (in whole or in part): (a) All representations and warranties (individually and collectively) of the Seller contained in this Agreement are and all other documents and certificates required to be delivered hereby shall be, if specifically qualified by materiality, true and correct in all respects and, if not so qualified, shall be true and correct in all material respects (considering respects, in each case on the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at date hereof and as of the Closing in accordance with its terms Date as if such representations were remade at and as of made on the Closing (other than representations and warranties made as of a specified dateDate, which but without giving effect to any supplement to the Disclosure Schedule. The Seller shall have been true as of such specified date), and Seller has performed and satisfied complied with all covenants covenants, agreements and agreements required by conditions (individually and collectively) contained in this Agreement required to be performed and satisfied complied with by Seller or jointly by Buyer or Seller it at or prior to the Closing in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoing;Date. (b) No order has been entered The Seller shall have delivered each document required to be delivered pursuant to Section 2.7(a). (c) The Seller shall have delivered to the Buyer Uniform Commercial Code, tax and judgment lien search results, prepared by a nationally recognized search provider, from the Seller's jurisdiction of incorporation and each jurisdiction in which any court of the Purchased Assets are located, and dated as of a date not more than 30 Business Days prior to the Closing Date. (d) The Buyer shall have received evidence satisfactory to it that prior to or governmental agency having jurisdiction over substantially concurrent with the parties or consummation of the subject matter of this Agreement that restrains or prohibits the purchase and sale transactions contemplated by this Agreement and that remains in effect at the time of Closing; (c) Seller shall have obtained all consents specified on Schedule 6.2; (d) Seller shall have obtained a release of the lien(s) described on Schedule 6.4 and shall have delivered to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrances, Liens (other than the Permitted Encumbrances;Liens) to which any of the Purchased Assets may be subject shall be released and any related filings terminated of record. (e) Seller shall Since the date of this Agreement, there must not have cured each been commenced or threatened against the Buyer, or against any Person affiliated with the Buyer, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Existing Title Defects set forth in Section 4.1 to transactions contemplated hereby or (b) that may have the satisfaction effect of Buyer; and (f) Seller stands ready, willing and able to Close with Buyerpreventing or making illegal any of the transactions contemplated hereby.

Buyer’s Conditions. The obligations obligation of Buyer at the Closing are subject, at the option of Buyer, to consummate this Agreement is subject to the satisfaction at the Closing, or waiver at or prior to the Closing by Buyer in writing, of each of the following conditions precedentconditions: (ai) All Seller shall have executed this Agreement; (ii) Completion and delivery to Buyer of an audit of GRI financial statements for the years ended March 31, 2011 and 2010, and the cumulative period from inception, December 1, 2004, through March 31, 2011, such audit to be prepared in accordance with GAAP, consistently applied, and with all Securities and Exchange Commission rules and regulations applicable to GRI in order to allow GRI’s financials to be combined and consolidated with Buyer’s financial statements; (iii) Seller shall have delivered to the Buyer the GRI Shares; (iv) Buyer, Seller and GRI shall be in compliance with all applicable laws, including without limitation, federal and state security laws; (v) No action or proceeding against GRI shall have been instituted before a court or other governmental body, or shall have been threatened which, if successful, will prohibit the consummation or require substantial rescission of the transactions contemplated by this Agreement; (vi) Buyer shall have received copies of any necessary consents and approvals of governmental agencies, lenders, lessors and other third parties; (vii) There shall have been no material change in the financial condition, business or properties of GRI which adversely affects the conduct of its business as presently being conducted or the condition, financial or otherwise, of GRI and no additional substantial liabilities of GRI shall have been incurred except as noted herein; (viii) Buyer, Seller, and GRI shall have taken all corporate and shareholder action necessary to authorize and consummate the transactions contemplated by this Agreement; (ix) Buyer and Seller shall have received assurances satisfactory to each regarding the tax, accounting and legal aspects of the proposed transaction; (x) The representations and warranties of the Seller contained in this Agreement are or in any certificate or document delivered to Buyer pursuant hereto shall be deemed to have been made on the date of this Agreement and again at the Closing and shall then be true in all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at and as of the Closing in accordance with its terms as if such representations were remade at and as of the Closing (other than representations and warranties made as of a specified date, which respects; Seller shall have been true as of such specified date), and Seller has performed and satisfied complied in all covenants material respects with all agreements and agreements conditions required by this Agreement to be performed or complied with by them prior to or at the Closing; Seller shall not be in default under any of the provisions of this Agreement; and satisfied by Buyer shall have been furnished with one or more closing certificates of Seller dated as of the Closing date, certifying (A) to the fulfillment of the foregoing conditions and the due performance of such covenants and agreements, (B) that no material change has occurred in GRI’s Financial Statements since March 31, 2011, except as noted herein, (C) that the representations and warranties set forth in this Agreement are true and correct as of the date of this Agreement and as of Closing, and (D) that neither GRI nor Seller is a party to any litigation or jointly by Buyer has knowledge of any claim, brought or threatened, seeking to recover damages from GRI or to prevent GRI or Seller at from continuing to use GRI assets or to conduct business in the manner as the same were used or conducted prior to the Closing thereto, except as provided herein and in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoingSection 4(r); (bxi) No order has been entered Buyer shall have received a certificate, issued by any court or governmental agency having jurisdiction over the parties or office of the subject matter Secretary of this Agreement State of the State of Utah as of a date not more than five (5) business days before the Closing, stating that restrains or prohibits GRI is in good standing in the purchase and sale contemplated by this Agreement and that remains in effect at the time State of ClosingUtah; (cxii) Seller shall have obtained all consents specified on Schedule 6.2; (d) Seller executed and delivered such other documents, instruments, certificates or agreements as shall have obtained a release of the lien(s) described on Schedule 6.4 and shall have delivered be reasonably necessary to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrances, other than Permitted Encumbrances; (e) Seller shall have cured each of the Existing Title Defects set forth in Section 4.1 to the satisfaction of Buyerconsummate this transaction; and (f) Seller stands ready, willing and able to Close with Buyer.

Buyer’s Conditions. The obligations of Buyer at the Closing are subject, at the option of Buyer, to the satisfaction or waiver at or prior to the Closing of the following conditions precedentconditions: (a) All Sellers shall have performed in all material respects their obligations contained in this Agreement required to be performed on or prior to the Closing Date, the representations and warranties of Seller Sellers contained in this Agreement are and in any document delivered in connection herewith shall be true and correct in all material respects (considering the transaction as a wholeexcept for such representations and warranties that are qualified by material, but without regard to materiality qualifications in any individual representation or warrantysimilar words, which shall be true and correct) at and as of the Closing in accordance with its terms Date as if such representations were remade at and as of made on the Closing Date (other than representations and warranties or to the extent that any such representation or warranty is expressly made as of a another specified date, which the same shall have been be true and correct, or true and correct in all material respects, as applicable, as of such specified date), and Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller Buyer shall have received a certificate of the President or jointly by Buyer or Seller at or prior to a Vice President of Sellers, dated the Closing Date, certifying to such effect in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoing;form attached as Exhibit D-2; and (b) No order has shall have been entered by any court or governmental agency having jurisdiction over the parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that which remains in effect at the time of Closing;. (c) Seller Buyer shall have obtained all consents specified on Schedule 6.2;received an opinion of Sellers' Counsel substantially in the form attached as Exhibit J. (d) Seller Buyer shall have obtained received a release proposed Settlement Statement no later than nine (9) days prior to the Closing Date reflecting the applicable party's Purchase Price Adjustments as of the lien(s) described on Schedule 6.4 and shall have delivered to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear date of all liens and encumbrances, other than Permitted Encumbrances; (e) Seller shall have cured each Sellers' delivery of the Existing Title Defects set forth in Section 4.1 to the satisfaction of Buyer; and (f) Seller stands ready, willing and able to Close with Buyersuch statement.

Buyer’s Conditions. The obligations of Buyer at the Closing following are subjectconditions precedent to Buyer’s obligation to perform in accordance with Section 3(a) above, at the option of Buyer, to the satisfaction or waiver at or prior to the Closing of the following conditions precedentwhich may be waived by Buyer in writing: (ai) Seller shall have performed and provided to Buyer the results of an internal audit of the Business’ FAA compliance and corrected any deficiencies to Buyer’s reasonable satisfaction. (ii) All Excluded Assets, other than Consigned Inventory, shall have been removed from the Leased Premises at Seller’s sole expense and Seller shall have foreclosed upon any abandoned aircraft located at the Leased Premises; provided, however, that Buyer may notify Seller at any time prior to Closing that Buyer desires that Seller remove from the Leased Premises any tangible personal property not listed on Schedule 3 or 4, and Seller shall remove such personal property at Seller’s expense within fourteen (14) days after such notification. (iii) Neither party shall be subject, on the Closing Date, to any order, decree or injunction of a court of competent jurisdiction that enjoins or prohibits the consummation of this Agreement or the transactions contemplated hereby, nor shall there be pending a suit or proceeding by any Governmental Authority that seeks injunctive or other relief in connection with this Agreement or the transactions contemplated hereby. (iv) All representations and warranties of Seller contained in the Transaction Documents shall be true and correct as of the Closing Date as though made as of such date (except as otherwise contemplated by this Agreement are true Agreement). Seller shall have performed and complied in all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at and as of the Closing in accordance with its terms as if such representations were remade at and as of the Closing (other than representations and warranties made as of a specified date, which shall have been true as of such specified date), and Seller has performed and satisfied all covenants and agreements required by contained in this Agreement required to be performed and satisfied complied with by Seller or jointly by Buyer or Seller it at or prior to the Closing in all material respects and Seller Date. Buyer shall deliver have received a certificate to Buyer confirming the foregoing;matters set forth in this subparagraph signed by the Chief Executive Officer of Seller. (bv) No order has All documents required to have been entered delivered by any court Seller to Buyer, and all actions required to have been taken by Seller, at or governmental agency having jurisdiction over prior to the parties Closing Date, shall have been delivered or taken. (vi) Buyer shall have received from Seller copies, certified by its Secretary or an Assistant Secretary, of resolutions adopted on behalf of Seller authorizing the subject matter execution, delivery and performance of this Agreement that restrains or prohibits and all instruments and documents to be delivered in connection herewith and the purchase and sale transactions contemplated by this Agreement and that remains in effect at the time of Closing;hereby. (cvii) Seller Buyer shall have obtained all consents specified on Schedule 6.2;received such other documents, opinions and certificates that it has reasonably requested in connection with the conveyance of the Purchased Assets and the consummation of the other transactions contemplated hereby. (dviii) Seller Buyer shall have obtained a release received reasonably satisfactory evidence that Seller’s senior lenders have consented to Seller’s sale of the lien(s) described on Schedule 6.4 Purchased Assets and shall have delivered to Buyer evidence satisfactory to Buyer released any and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrances, on or other than Permitted Encumbrances; (e) Seller shall have cured each of security interests in the Existing Title Defects set forth in Section 4.1 to the satisfaction of Buyer; and (f) Seller stands ready, willing and able to Close with BuyerPurchased Assets.

Buyer’s Conditions. The obligations obligation of Buyer at to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing are subjectDate, at the option of Buyer, to the satisfaction or waiver at or prior to the Closing each of the following conditions precedentconditions: (a) All The representations and warranties of Seller contained set forth in this Article 5 shall be true and correct as of the date of the Agreement are and shall be true and correct in all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at and as of the Closing in accordance with its terms as if such representations were remade at and as of the Closing Date. (other than representations and warranties made as of a specified date, which b) Seller shall have been true as of such specified date), and Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller or jointly by Buyer or Seller at or prior to the Closing complied in all material respects with all of the agreements, covenants, and conditions required of Seller shall deliver a certificate to Buyer confirming by this Agreement on or before the foregoing;Closing Date. (bc) No order has been entered by action, suit, or proceeding before any court or any governmental agency having jurisdiction over body or authority that would in any way affect the Assets or the ability of the parties or to consummate the subject matter of this Agreement that restrains or prohibits the purchase and sale transactions contemplated by this Agreement and that remains in effect at the time of Closing; (c) Seller shall have obtained all consents specified been instituted or, to Seller’s knowledge, threatened on Schedule 6.2;or before the Closing Date. (d) Seller The Assets shall have obtained a release of be in substantially the lien(s) described same condition on Schedule 6.4 the Closing Date as they were at the Effective Time, and there shall have delivered be no material loss or damage to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrances, other than Permitted Encumbrances;prior to the Closing. (e) Seller shall have cured each obtained all necessary agreements and consents of any parties required to consummate the Existing Title Defects set forth in Section 4.1 to the satisfaction of Buyer; andtransactions contemplated by this Agreement. (f) Buyer shall have received copies of such releases and documents, and reviewed such other evidence as Buyer reasonably deems necessary to assure the Buyer that the Assets are being delivered to Buyer free and clear of all liens, claims, charges, security interests, pledges, assignments or encumbrances other than Permitted Liens. (g) Seller stands readyshall have executed and delivered or cause to be delivered to Buyer: (1) a duly executed xxxx of sale (the “Xxxx of Sale”), willing in substantially the form attached as Exhibit 2, (2) a duly executed assignment of contracts (the “Assignment of Contracts”) in substantially the form attached as Exhibit 3, (3) a duly executed assignment of leases (the “Assignment of Leases”) in substantially the form attached as Exhibit 4, (4) a duly executed assignment of intangible property (the “Assignment of Intangible Property”) in substantially the form attached as Exhibit 5, (5) a duly executed Mutual Release as attached hereto as Exhibit 7, (6) duly executed assignments of the Master Franchise Agreement and able related agreements, as well as the Master Franchise Agreement (the “Assignment and Assumption Agreements “) in substantially the form attached as Exhibit 8 and (7) all other documents, files, records, certificates and agreements required to Close with Buyerbe executed and/or delivered at Closing to transfer, convey and assign to Buyer all of Seller’s right, title and interest in and to the Assets, free and clear of any liens or encumbrances other than the Permitted Liens.

Buyer’s Conditions. The obligations obligation of Buyer at to consummate the Closing are subject, at the option of Buyer, to hereunder shall in all respects be conditioned upon the satisfaction or waiver at or prior to the Closing of each of the following conditions precedent:prior to or simultaneously with the Closing, any of which may be waived by written notice from Buyer to Seller. (ai) All representations and warranties of Seller contained as set forth in this Agreement are shall be true and correct in all material materials respects (considering when made and as of the transaction date of Closing as a whole, but without regard to materiality qualifications in any individual representation or warranty) at though such representations and warranties were made on and as of the Closing Date. (ii) Title Company shall be irrevocably committed to issue the Policy at Closing in accordance with the Commitment approved by Buyer during the Inspection Period, insuring Buyer as fee owner of the Real Property, subject only to Permitted Encumbrances, effective as of the date of recording of the Deed and in the amount of the Purchase Price. (iii) The Xxxxxx Xxxxxx Lease shall be in full force and effect and shall not have been altered, amended, modified, supplemented or terminated. (iv) Seller shall have delivered the Condominium Association and Master Association estoppels to Buyer five (5) business days prior to the Due Diligence Expiration Date. (v) Seller shall have satisfied the Seller covenants set forth in Section 13(e)(xii), and (xiii). (vi) Seller shall have delivered all of Seller’s Closing Deliveries specified in Section 10(a). (vii) The Governing Documents shall be in full force and effect, and the terms of such Governing Documents that are applicable to the Condominium Units and the Improvements, shall not have been altered, amended, modified supplemented or terminated except to the extent permitted pursuant to this Agreement. (viii) Seller shall have performed and satisfied its terms as obligations under this Agreement in all material respects. Notwithstanding anything to the contrary contained in this Agreement, if such representations were remade at and any condition to Buyer’s obligation to proceed to Closing in this Section 8 is not satisfied as of the Closing Date, Buyer’s sole and exclusive right (other to be exercised not later than representations the Closing Date) shall be either (i) notwithstanding such fact, to waive any and warranties made as of a specified date, which shall have been true as of all rights or claims with respect to any such specified date)unsatisfied obligation, and Seller has performed proceed to Closing; provided, however, that if such failure of condition shall constitute a default under this Agreement, Buyer shall also have the rights and satisfied remedies afforded to it in Section 14 for a default of this Agreement, or (ii) to terminate this Agreement, in which event the Deposit shall be returned to Buyer, whereupon all covenants and agreements required by parties shall be released from any further liability or obligation under this Agreement to be performed and satisfied by Seller or jointly by Buyer or Seller at or prior to the Closing in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoing; (b) No order has been entered by except for any court or governmental agency having jurisdiction over the parties or the subject matter obligations that expressly survive termination of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at the time of Closing; (c) Seller shall have obtained all consents specified on Schedule 6.2; (d) Seller shall have obtained a release of the lien(s) described on Schedule 6.4 and shall have delivered to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrances, other than Permitted Encumbrances; (e) Seller shall have cured each of the Existing Title Defects set forth in Section 4.1 to the satisfaction of Buyer; and (f) Seller stands ready, willing and able to Close with BuyerAgreement).

Buyer’s Conditions. The obligations of Buyer at Buyer’s obligation to purchase the Closing are subject, at the option of Buyer, Property and to close Escrow is subject to and conditioned upon the satisfaction or Buyer’s written waiver at or prior to the Closing of each of the following conditions precedentat or before the Close of Escrow or such other timeframe as may be set forth below: 9.1.1 Provided that Buyer obtains the Survey (aand such Survey meets ALTA standards) and delivers same to the Title Company, the Title Company shall have unconditionally committed to issue an ALTA extended coverage owner’s policy of title insurance (the “Owner Policy”) with a liability amount not less than the Purchase Price, naming Buyer, as the insured, showing fee simple title to the Property to be vested in Buyer, subject only to the Approved Title Conditions. 9.1.2 Seller’s timely delivery to Escrow Holder of the items described in Section 10.1 below. 9.1.3 Seller not being in material default in the performance of any of its obligations under this Agreement past any applicable notice and cure period; provided however, the Closing Date shall be extended in accordance with Section 14.3 below to allow the notice and cure period to fully run prior to the extended Closing Date. 9.1.4 All representations and warranties of Seller contained set forth in this Agreement are Agreement, as they may be amended or deemed amended or modified with Buyer’s acceptance pursuant to the terms of this Agreement, shall be true and correct in all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at and as of the Closing in accordance with its terms as if such representations were remade at and as Close of Escrow. 9.1.5 Seller’s satisfaction of the Closing (other than representations and warranties made as of a specified date, which shall have been true as of such specified date), and Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller or jointly by Buyer or Seller at Estoppel Requirement on or prior to the date that is three (3) business days prior to the Closing Date. 9.1.6 No tenant under any Lease covering 10,000 rentable square feet or more in all material respects and Seller the Improvements shall deliver have (i) made a certificate general assignment for the benefit of its creditors, (ii) admitted in writing its inability to Buyer confirming pay its debts as they become due, (iii) filed any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or any other proceeding for the foregoing;relief of debts in general, nor shall any such proceeding have been instituted by or against any tenant or any guarantor thereof. (b) No order has been entered by any court or governmental agency having jurisdiction over the parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at the time of Closing; (c) 9.1.7 Seller shall have obtained and delivered to Buyer executed estoppel certificates in the form attached hereto as Exhibit J (each, a “Declaration Estoppel”), dated within thirty (30) days of the Closing Date, with respect to that certain Declaration of Reciprocal Easements and Operation Agreement dated as of August 14, 1989 (as amended and assigned, the “Declaration”), provided, however, that Seller’s delivery of each Declaration Estoppel shall only be a condition precedent to Buyer’s obligation to purchase the Property and close Escrow pursuant to this Agreement in the event Seller (or its affiliates under common control) is in control of all consents specified on Schedule 6.2; (d) parties required to execute the Declaration Estoppel. Seller agrees to use commercially reasonable efforts to obtain each Declaration Estoppel prior to Closing. The terms of this Section 9.1 are solely for the benefit of Buyer, and Seller shall have obtained no additional right or remedy hereunder as a release result of the lien(s) described on Schedule 6.4 and shall have delivered to exercise by Buyer evidence satisfactory to Buyer and of any of its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrances, other than Permitted Encumbrances; (e) Seller shall have cured each rights under this Section 9.1. If any of the Existing Title Defects foregoing conditions is not fulfilled on or before the scheduled Close of Escrow contemplated in Section 4.2 or such other timeframe as may be set forth above, Buyer, at its option, may either (i) elect to complete the transactions contemplated by this Agreement, (ii) delay the Close of Escrow one or more times for a period of up to thirty (30) days in Section 4.1 the aggregate to allow the satisfaction of Buyer; and any unsatisfied condition or (fiii) Seller stands readyterminate this Agreement, willing whereupon Escrow Holder shall promptly return to Buyer the Deposit, along with any interest earned thereon, less the Review Consideration, and able to Close with Buyerneither party shall have any further rights or obligations under this Agreement, except those that expressly survive the termination of this Agreement, except that if the failure of any such condition specified in this Section 9.1 is a breach or default by Seller, then Buyer shall have such rights and remedies as are provided in this Agreement upon the occurrence of such breach or default by Seller.

Buyer’s Conditions. The obligations following conditions are conditions precedent to Buyer’s obligation to purchase the Property (the “Buyer’s Conditions Precedent”), which conditions are for the benefit of Buyer only and the satisfaction of which may be waived only in writing by Buyer: 5.1.1 Buyer’s review and approval of title to the Property, as follows: Buyer shall obtain or Seller shall cause to be delivered to Buyer, a preliminary title report on the Property, issued by Title Company, accompanied by copies of all documents referred to in the preliminary title report (collectively, the “Preliminary Report”), and, if Buyer so elects, the Survey (or any update of Seller’s existing Survey). Buyer shall advise Seller, within thirty (30) days after the later of (a) Buyer’s receipt of the Preliminary Report, and (b) the Effective Date, what exceptions to title, if any, are objected to by Buyer. If Buyer fails to deliver a timely notice of any objections to such title exceptions, Buyer shall be deemed to have disapproved of such exceptions. If Buyer fails to obtain its own Survey (or update Seller’s existing Survey) and render objections to any matters described thereon within such thirty (30) -day period, any matters that would be disclosed by a Survey shall be deemed Approved Exceptions (as defined below). Seller shall have ten (10) days after receipt of Buyer’s objections to give Buyer: (i) notice that said exceptions will be removed on or before the Closing Date; or (ii) notice that Seller elects not to cause such exceptions to be removed. If Seller fails to give notice under either clause (i) or clause (ii), Seller shall be deemed to have elected not to cause such exceptions to be removed. Except as provided below, Seller shall have no obligation to remove or otherwise address Buyer’s objections to title. If Seller gives Buyer notice under clause (ii), Buyer shall notify Seller prior to the expiration of the Due Diligence Period, whether Buyer elects to proceed with the purchase or terminate this Agreement. If Buyer fails to give Seller the Election Notice prior to the expiration of the Due Diligence Period, Buyer shall be deemed to have elected to terminate this Agreement. If Buyer gives Seller the Election Notice prior to the expiration of the Due Diligence Period, Buyer shall be deemed to have elected to proceed with this Agreement and to accept title subject to the Approved Exceptions and the objected-to exceptions that Seller has not agreed to remove. The title exceptions approved pursuant to this paragraph 5.1.1 are referred to herein as the “Approved Exceptions”. Notwithstanding the foregoing, in no event shall any financing secured by the Property or any monetary liens (unless created by Buyer or Buyer’s Agents) other than supplemental taxes and property taxes, assessments, special assessments and the like not yet due and payable be deemed Approved Exceptions, and Seller agrees to remove any such exception at the Closing are Close of Escrow. 5.1.2 Buyer’s review and approval, within the Due Diligence Period, of all physical characteristics and conditions of the Property, including the environmental condition thereof (including the approval of Phase I and Phase II Environmental Site Assessments of the Property if Buyer so desires, subject, at the option of Buyerhowever, to the satisfaction provisions of paragraph 4.2 above), the condition of the Real Property, all governmental requirements and restrictions relating to the operation, use or waiver at occupancy of the Property, and any other factors as Buyer deems necessary to fully understand the Property and its suitability for Buyer’s intended use of the Property. 5.1.3 Buyer’s review and approval in its sole discretion, for any reason or no reason, within the Due Diligence Period, of the Property Information, as defined herein. To the extent such items are in Seller’s possession, and are not either proprietary to Seller or subject to any agreement by Seller to maintain their confidentiality, within ten (10) business days after the Effective Date Seller shall provide to Buyer the following information and documents: any ALTA survey of the Property, environmental reports, including any environmental reports prepared by or on behalf of Seller, soils tests, building plans, surveys, engineering reports and leases (the “Property Information”). Seller has not undertaken any independent investigation as to the truth or accuracy of the Property Information and is providing the same solely as an accommodation to Buyer, and, except as expressly provided herein, without representation or warranty of any kind as to the thoroughness or accuracy of the information contained therein or Buyer’s ability to rely thereon. The provisions of this paragraph 5.1.3 shall survive Closing and/or any expiration or earlier termination of this Agreement, provided that following the Closing, Buyer shall be entitled to employ all data and information with respect to the Property as reasonably required in connection with the ownership and operation of the Property. 5.1.4 Buyer’s review and approval of a Seller certificate pursuant to which Seller certifies to Buyer in writing, to Seller’s knowledge, that there have been no changes to the physical condition of the Real Property. The foregoing certificate shall be delivered to Buyer no sooner than thirty (30) days prior to the Closing Close of Escrow and no later than fifteen (15) days prior to the Close of Escrow. 5.1.5 As of the following conditions precedent: (a) All representations and warranties of Seller contained in this Agreement are true in all material respects (considering Due Diligence Period or the transaction Extended Due Diligence Period, as a wholeapplicable, but without regard to materiality qualifications in any individual representation or warranty) at and as the legislative entitlements for Buyer’s proposed development of the Closing in accordance with its terms as if such representations were remade at Real Property, specifically, a General Plan Amendment and as of the Closing zoning amendment (other than representations and warranties made as of a specified datecollectively, which “Buyer’s Entitlements”), shall have been true as enacted by the City of such specified date)San Jxxx. As used in this Agreement, “enacted” shall mean that the City Council of the City of San Jxxx has voted to enact the Buyer’s Entitlements, and Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller or jointly by Buyer or Seller at or prior to that the Closing in all material respects and Seller shall deliver thirty (30)- day period for filing a certificate to Buyer confirming the foregoing; (b) No order has been entered by any court or governmental agency having jurisdiction over the parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at the time of Closing; (c) Seller referendum petition on Buyer’s Entitlements shall have obtained all consents specified expired. If a valid referendum petition on Schedule 6.2; Buyer’s Entitlements is timely filed, within ten (d10) Seller days thereafter Buyer, in its sole discretion, may waive this condition. If Buyer does not waive this condition within the ten (10)- day period, the condition shall have obtained a release be deemed unsatisfied, and the provisions of the lien(s) described on Schedule 6.4 and Paragraph 5.3 shall have delivered to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrances, other than Permitted Encumbrances; (e) Seller shall have cured each of the Existing Title Defects set forth in Section 4.1 to the satisfaction of Buyer; and (f) Seller stands ready, willing and able to Close with Buyerapply.

Buyer’s Conditions. The obligations of Buyer at to consummate the Closing are subjecttransactions contemplated by this Agreement are, at the option of unless waived by Buyer, subject to the satisfaction fulfillment, on or waiver at or prior to before the Closing Closing, of each of the following conditions precedentconditions: (a) No statute, rule, regulation, injunction or restraining order shall be in effect to forbid or enjoin the consummation of the transactions contemplated by this Agreement or to impose material limitations on the ability of Buyer to effectively acquire and hold the Assets; (b) Buyer shall have received all certificates, instruments, agreements, and other documents to be delivered by Seller at or before the Closing as provided in this Agreement in form and substance reasonably satisfactory to Buyer; (c) All covenants of Seller under this Agreement to be performed prior to the Closing shall have been performed, and the representations and warranties of Seller contained in this Agreement are shall be true in all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at and correct on and as of the Closing in accordance with its terms as if all material respects (except to the extent qualified by materiality in which event such representations were remade at and warranties shall be true and correct) with the same effect as though such representations and warranties had been made on and as of the Closing (other than representations and warranties made as of a specified such date, which shall have been true as of such specified date), and Seller has performed and satisfied all covenants and agreements required by this Agreement except to be performed and satisfied by Seller the extent attributable to actions permitted or jointly consented to by Buyer or Seller at or prior to the Closing in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoing; (b) No order has been entered by any court or governmental agency having jurisdiction over the parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at the time of Closing; (c) Seller shall have obtained all consents specified on Schedule 6.2writing; (d) Seller All items set forth on Schedule 5.6(b) hereto shall have been obtained a release of and all waiting periods under the lien(s) described on Schedule 6.4 and HSR Act shall have delivered to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrances, other than Permitted Encumbrances;expired or been terminated; and (e) Seller and each other party thereto shall have cured executed and delivered each of the Existing Title Defects set forth in Section 4.1 to the satisfaction of Buyer; andAncillary Agreements. (f) With respect to each parcel of Owned Real Property, Buyer shall have received at Closing an owner's title insurance policy or binding marked commitment therefor issued by a title insurance company reasonably satisfactory to Buyer and Seller stands readyinsuring the fee simple title to such property, willing and able subject only to Close with BuyerReal Property Encumbrances (other than those described in clause (v) of Article 5.5 hereto).

Buyer’s Conditions. The obligations obligation of Buyer at the Closing are subject, at the option of Buyer, to consummate this Agreement is subject to the satisfaction at the Closing, or waiver at or prior to the Closing by Buyer in writing, of each of the following conditions precedentconditions: (ai) All Seller shall have executed this Agreement; (ii) Seller shall have canceled any notes payable from Air Seal to the Seller or any other employee of Air Seal, and Buyer shall be furnished with written evidence thereof; (iii) Seller shall have canceled any notes payable from Seller to Air Seal, and Buyer shall be furnished with written evidence thereof; (iv) Seller shall have conveyed to Air Seal the Real Property; (v) A Phase I Environmental Survey shall have been completed on the Real Property, at Buyer's direction and expense, showing no liabilities for Remedial Work (or otherwise); (vi) Buyer shall have received an executed Employment Contract in substantially the form set forth in Schedule 5(g) from Wes Adair; (vii) Xxxxr shall have received an executed Registration Rights Agreement in substantially the form set forth in Exhibit D from Wes Adair; (vixx) Xx the Closing, no governmental agency or body, or other person or entity, shall have instituted or threatened any action to restrain or prohibit any of the transactions contemplated by this Agreement; (ix) The representations and warranties of the Seller contained in this Agreement are or in any certificate or document delivered to Buyer pursuant hereto shall be deemed to have been made again at the Closing and shall then be true in all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at and as of the Closing in accordance with its terms as if such representations were remade at and as of the Closing (other than representations and warranties made as of a specified date, which respects; Seller shall have been true as of such specified date), and Seller has performed and satisfied complied in all covenants material respects with all agreements and agreements conditions required by this Agreement to be performed and satisfied or complied with by Seller prior to or jointly by at the Closing; Seller shall not be in default under any of the provisions of this Agreement; and Buyer shall have been furnished with one or more closing certificates of Seller dated as of the Closing, in substantially the form of Schedule 7(a)(ix) certifying (A) to the fulfillment of the foregoing conditions and the due performance of such covenants and agreements, (B) except as set forth in Schedule 4(aa)(v), that no material change has occurred in Air Seal's Financial Statements since December 31, 1995, (C) that the representations and warranties set forth in this Agreement are true and correct as of Closing, and (D) that neither Air Seal nor Seller is a party to any litigation or has knowledge of any claim, brought or threatened, seeking to recover damages from Air Seal or to prevent Air Seal or Seller at from continuing to use Air Seal assets or to conduct business in the manner as the same were used or conducted prior thereto, and which litigation or claim is likely to result in any judgment, order, decree or settlement which will materially and adversely affect the financial condition or business of Air Seal; (x) Buyer shall have received a legal opinion of Seller's counsel in the form set forth in Schedule 7(a)(x), dated as of the Closing date; (xi) Buyer shall have received summaries of the accounts payable and accounts receivable of Air Seal, dated not later than five (5) days prior to Closing and not materially different from those dated May 9, 1996, except for changes occurring in the Closing in all material respects and ordinary course of Air Seal's business; (xii) Seller shall deliver a certificate to Buyer confirming at Closing certificates of search of the foregoingUniform Commercial Code for filings against Air Seal in form and substance satisfactory to Buyer. Such certificates shall show searches of filings with respect to Air Seal and all names under which Air Seal has conducted its business; (bxiii) No order has been entered by any court or governmental agency having jurisdiction over Seller shall deliver to Buyer at Closing evidence of title in the parties or form of Title Insurance, at Buyer=s expense, insuring Air Seal's interest in the subject matter of Real Property under this Agreement that restrains or prohibits for the purchase and sale contemplated by amount of the property value, subject only to this Agreement and that remains in effect at the time of Closingstandard exceptions; (cxiv) Seller All proceedings taken in connection with the transactions contemplated herein and all instruments and documents required in connection therewith or incident thereto shall have obtained all consents specified on Schedule 6.2; (d) Seller shall have obtained a release of the lien(s) described on Schedule 6.4 and shall have delivered be satisfactory in form to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrancesSnell & Wilmer, other than Permitted Encumbrances; (e) Seller shall have cured each of the Existing Title Defects set forth in Section 4.1 to the satisfaction of Buyer; and (f) Seller stands ready, willing and able to Close with Buyerlegal counsex xxx Buxxx.

Buyer’s Conditions. The obligations of Buyer at the Buyer’s obligation to proceed to Closing are subjectis, at the option of Buyer’s election, subject to the satisfaction or waiver at or prior to the Closing fulfillment of each of the following conditions precedentconditions, prior to or at Closing: (ai) All representations and warranties of Seller contained in this Agreement are shall be true and correct in all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at and as of the Closing in accordance with its terms Date as if such representations and warranties were remade at and made as of the Closing (other than representations and warranties made as of a specified date, which shall have been true as of such specified date)Date, and Seller has shall have, in all material respects, performed and satisfied all covenants and agreements fulfilled all conditions required by this Agreement Agreement. (ii) The aggregate downward adjustment to the Purchase Price to be performed applied at Closing due to any Title Defects and satisfied by asserted Environmental Conditions does not exceed twenty percent (20%) of the Purchase Price. (iii) Seller or jointly by Buyer or Seller at or prior has executed and/or delivered, as applicable, all of the items listed in Article 10(a)(i), (ii), (iii) and (iv). Notwithstanding anything to the Closing contrary, Buyer may, in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoing; (b) No order has been entered by any court or governmental agency having jurisdiction over the parties or the subject matter of its sole discretion, terminate this Agreement that restrains if any or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at the time of Closing; (c) Seller shall have obtained all consents specified on Schedule 6.2; (d) Seller shall have obtained a release of the lien(s) described on Schedule 6.4 and shall have delivered to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrances, other than Permitted Encumbrances; (e) Seller shall have cured each of the Existing Title Defects conditions set forth in Section 4.1 Article 10(c)(i), (ii), or (iii) have not been satisfied as of the Closing Date, in which case this Agreement shall be of no further force and effect, Seller shall return the Deposit to the satisfaction Buyer, and neither Party shall have any further obligation or liability hereunder. Notwithstanding anything to the contrary, Buyer may, in its sole discretion, terminate this Agreement if the conditions set forth in Article 10(c)have not been satisfied as of January 31, 2018 (hereinafter referred to as the “Outside Date”), in which case this Agreement shall be of no further force and effect, Seller shall return the Deposit to the Buyer; and (f) Seller stands ready, willing and able to Close with Buyerneither Party shall have any further obligation or liability hereunder.

Buyer’s Conditions. The obligations obligation of Buyer the Buyers to consummate the transactions required to be taken by it at the Closing are subject, at the option of Buyer, shall be further subject to the satisfaction or waiver at or prior to the Closing fulfillment of the following conditions precedent:conditions, any one or more of which may be waived by the Buyer (in whole or in part): (a) All representations and warranties (individually and collectively) of Seller contained in this Agreement are and all other documents and certificates required to be delivered hereby shall be, if specifically qualified by materiality, true and correct in all respects and, if not so qualified, shall be true and correct in all material respects (considering respects, in each case on the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at date hereof and as of the Closing in accordance with its terms Date as if such representations were remade at and as of made on the Closing (other than representations and warranties made as of a specified dateDate, which but without giving effect to any supplement to the Disclosure Schedule. Seller shall have been true as of such specified date), and Seller has performed and satisfied complied with all covenants covenants, agreements and agreements required by conditions (individually and collectively) contained in this Agreement required to be performed and satisfied complied with by Seller or jointly by Buyer or Seller it at or prior to the Closing in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoing;Date. (b) No order has been entered Seller shall have delivered to the Buyers a certificate certifying the matters set forth in Section 7.2(a) with respect to itself (subject to any supplements to the Disclosure Schedule that are delivered to the Buyers prior to the Closing Date in accordance with Section 6.6(a)). (c) The Seller shall have delivered to the Buyers the Seller Consents, and such Seller Consent shall be in full force and effect. (d) The Buyers shall have obtained the Buyer Consents, and each such Buyer Consent shall be in full force and effect. (e) The Seller shall have delivered each document required to be delivered pursuant to Sections 2.10(a). (f) [RESERVED] (g) The Buyers shall have received a certificate from the secretary of Seller certifying (i) that attached thereto is a true and complete copy of such Seller’s articles of incorporation or articles of organization, as applicable, and all amendments thereto, certified by any court the Secretary of State of such Seller’s jurisdiction of incorporation as of a date not more than 10 Business Days prior to the Closing Date, (ii) that attached thereto is a true and complete copy of the bylaws or governmental agency having jurisdiction over operating agreement, as applicable, of such Seller as then in effect, (iii) that attached thereto is a true and complete copy of the parties resolutions adopted by the board of directors or the subject matter managers, as applicable, of such Seller authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (iv) as to the incumbency and signatures of any of such Seller’s officers who shall execute documents at the Closing or who have executed this Agreement. (h) Seller shall have delivered to the Buyers a certificate of existence of such Seller, dated as of a date not more than 10 Business Days prior to the Closing Date, from the jurisdiction of its incorporation or organization, as applicable, and from each jurisdiction in which it has qualified to do business. (i) Seller shall have delivered to the Buyers a certificate as to the tax good standing status of such Seller, dated as of a date not more than 10 Business Days prior to the Closing Date, from the jurisdiction of organization of such Seller and from each jurisdiction in which such Seller has qualified to do business. (j) All of the data for Blue Ridge Printing in Shareholder’s CRC system through date of Closing shall have been migrated into Buyer’s CRC system. (k) The Buyers shall have delivered to the Seller updates to the Uniform Commercial Code, tax and judgment lien search results previously delivered under Section 6.8, prepared by a nationally recognized search provider, dated as of a date not more than 10 Business Days prior to the Closing Date. (l) The Buyers shall have received evidence satisfactory to it that restrains prior to or prohibits substantially concurrent with the purchase and sale consummation of the transactions contemplated by this Agreement all of the Liens (other than the Permitted Liens) to which any of the Purchased Assets may be subject shall be released and that remains in effect at the time any related filings terminated of Closing;record. (cm) Seller The Buyers shall have obtained received: (i) ALTA/ASCM Land Title Surveys, satisfactory in form and substance to the Buyers, of all consents specified of the Purchased Real Property and (ii) fully effective title insurance policies (the “Title Policies”) on Schedule 6.2;ALTA form (or in the form of commitments marked effective as policies in accordance with this paragraph) under which the Title Insurer insures fee simple title to the Purchased Real Property. Such Title Policies shall be in the amount of the portion of the Purchase Price allocated to each property insured, shall contain such endorsements as the Buyer may require, must not contain any “general” or “standard” exceptions, and must not be subject to or contain any conditions, requirements or exceptions, except for Permitted Liens. The Seller agree that the portion of the Purchase Price due to the Seller at Closing in accordance with Section 2.8(a) shall be held in escrow by XxXxxxx, Xxxx & Xxxxxxxx, P.A. pending recording of the Deeds, and the issuance of the Title Policies to Buyer, at which time it shall be paid as provided herein. The Seller and the Buyer agree to provide instructions to XxXxxxx, Wood & Xxxxxxxx, P.A. consistent with the requirements of this paragraph. (dn) Seller shall Since the date of this Agreement, there must not have obtained a release been commenced or threatened against the Buyers, or against any Person affiliated with the Buyers, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the lien(stransactions contemplated hereby or (b) described on Schedule 6.4 and shall that may have delivered to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear effect of all liens and encumbrancespreventing, other than Permitted Encumbrances; (e) Seller shall have cured each delaying, making illegal, or otherwise interfering with any of the Existing Title Defects set forth in Section 4.1 to the satisfaction of Buyer; and (f) Seller stands ready, willing and able to Close with Buyertransactions contemplated hereby.

Buyer’s Conditions. The Subject to Section 8.4, the obligations of Buyer at to consummate the Closing are subjecttransactions contemplated by this Agreement are, at the option of unless waived by Buyer, subject to the satisfaction fulfillment, on or waiver at before the Closing, of each of the following additional conditions: (a) Each Seller and each other party thereto other than Buyer shall have executed and delivered each of the Ancillary Agreements to which it is a party; (b) The Sellers shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing of Date; provided, however, that notwithstanding anything herein to the following conditions precedent:contrary, this Section 8.3(b) shall be deemed to have been satisfied even if the Sellers shall have failed to so perform its agreements contained in this Agreement unless the failure to so perform or comply would, individually or in the aggregate, have a Material Adverse Effect; (ac) All The representations and warranties of Seller the Sellers contained in this Agreement are true in all material respects (considering the transaction as a whole, but without regard to materiality qualifications and in any individual representation or warranty) at Ancillary Agreement shall be true and correct as of the Closing Date, as though made on and as of the Closing in accordance with its terms Date, except that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date; provided, however, that notwithstanding anything herein to the contrary, this Section 8.3(c) shall be deemed to have been satisfied even if such representations were remade at or warranties are not true and correct as of the Closing (other than representations and warranties made as of a specified date, which shall have been true Date or as of such specified other date, as the case may be, unless the failure of any of the representations or warranties to be so true and correct would have or would be reasonably likely to have (determined without regard to materiality or Material Adverse Effect qualifiers contained therein), and Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller individually or jointly by Buyer or Seller at or prior to in the Closing in all material respects and Seller shall deliver aggregate, a certificate to Buyer confirming the foregoing; (b) No order has been entered by any court or governmental agency having jurisdiction over the parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at the time of Closing; (c) Seller shall have obtained all consents specified on Schedule 6.2Material Adverse Effect; (d) Seller shall have obtained a release of the lien(sAn Overbid Procedures Order (as defined in Section 14.1) described on Schedule 6.4 in form and shall have delivered to Buyer evidence substance satisfactory to Buyer shall have been entered by the Bankruptcy Court within forty-five (45) days after the commencement of the Chapter 11 Case, and its counsel that Seller is able to deliver the Assets free and clear such Overbid Procedures Order shall not have been stayed, vacated or otherwise rendered ineffective by any court of all liens and encumbrances, other than Permitted Encumbrancescompetent jurisdiction; (e) No Seller shall have cured each accepted the bid of any person other than Buyer as the Existing Title Defects set forth in Section 4.1 to highest and best offer for the satisfaction of Buyer; andAssets; (f) Seller stands ready, willing An Approval Order in form and able substance satisfactory to Close with Buyer.the Buyer shall have been entered by the Bankruptcy Court ninety (90) days after the commencement of the Chapter 11 Case; and

Buyer’s Conditions. The obligations of Buyer at the Closing are subject, at the option of Buyer, ’s obligation to close this transaction shall be subject to and contingent upon the satisfaction (or waiver at or prior to the Closing by Buyer in its sole discretion) of each of the following conditions precedentconditions: (a) 4.2.1 All representations and warranties of Seller contained set forth in this Agreement are (considered collectively) and each such representation and warranty (considered individually) shall have been true and correct in all material respects (considering as of the transaction as a whole, but without regard to materiality qualifications Effective Date and shall be true and correct in any individual representation or warranty) at and all material respects as of the Closing in accordance with its terms Date, as if made on the Closing Date. 4.2.2 All of the covenants and obligations that Seller is obligated to perform or comply with pursuant to this Agreement (considered collectively) and each such representations were remade at covenant and obligation (considered individually) shall have been performed and complied with in all material respects. 4.2.3 Since the Effective Date, there shall not have occurred any state of facts, event, or change in circumstances that has had or could reasonably be expected to have a Material Adverse Effect. 4.2.4 Buyer shall have received from the Title Company commitments to issue as of the Closing Date a Title Policy with respect to each of the Port Angeles Mill, the Marysville Mill, the Xxxxxxxxx Mill, and the Prineville Property. 4.2.5 As of the Closing Date, there shall not be in effect any Legal Requirement or any Order that prohibits the transfer of any material portion of the Purchased Assets by Seller to Buyer. 4.2.6 Since the Effective Date, there shall not have been commenced or Threatened against Buyer or any Affiliate of Buyer any Proceeding (i) seeking material Damages or material other than representations and warranties made as relief in connection with any aspect of this transaction, or (ii) that could reasonably be expected to have the effect of preventing or making illegal this transaction. 4.2.7 Neither the consummation of this transaction nor the performance of Buyer’s obligations hereunder shall, directly or indirectly (with or without notice, lapse of time, or both), contravene, conflict with, result in a specified dateviolation of, which or cause Buyer or any Affiliate of Buyer to suffer any material adverse consequence under any applicable Legal Requirement or Order that has been published, introduced, or otherwise proposed by or before any Governmental Authority since the Effective Date. 4.2.8 H-S-R Compliance shall have been true obtained. 4.2.9 The Bankruptcy Court shall have entered the Approval Order and such order shall not have been stayed as of such specified date), and Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller or jointly by Buyer or Seller at or prior to the Closing in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoing; (b) No order has been entered by any court or governmental agency having jurisdiction over the parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at the time of Closing; (c) Seller shall have obtained all consents specified on Schedule 6.2; (d) Seller shall have obtained a release of the lien(s) described on Schedule 6.4 and shall have delivered to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrances, other than Permitted Encumbrances; (e) Seller shall have cured each of the Existing Title Defects set forth in Section 4.1 to the satisfaction of Buyer; and (f) Seller stands ready, willing and able to Close with BuyerDate.

Buyer’s Conditions. The obligations of Buyer at the Closing are subject, at the option of Buyer, ’s obligation to close this transaction shall be subject to and contingent upon the satisfaction (or waiver at or prior to the Closing by Buyer in its sole discretion) of each of the following conditions precedentconditions: (a) 4.2.1 All representations and warranties of Seller contained set forth in this Agreement are (considered collectively) and each such representation and warranty (considered individually) shall have been true and correct in all material respects (considering as of the transaction as a whole, but without regard to materiality qualifications Effective Date and shall be true and correct in any individual representation or warranty) at and all material respects as of the Closing in accordance with its terms Date, as if made on the Closing Date. 4.2.2 All of the covenants and obligations that Seller is obligated to perform or comply with pursuant to this Agreement prior to or at the Closing (considered collectively) and each such representations were remade at covenant and obligation (considered individually) shall have been performed and complied with in all material respects. 4.2.3 As of the Closing Date, the STB Approval shall have been obtained and there shall not be in effect any Legal Requirement or any Order that prohibits the transfer of the Klamath Northern Stock or the Equipment Leases by Seller to Buyer. 4.2.4 Since the Effective Date, there shall not have been commenced or Threatened against Buyer or any Affiliate of Buyer any Proceeding (i) seeking material Damages or material other relief in connection with any aspect of this transaction, or (ii) that could reasonably be expected to have the effect of preventing or making illegal this transaction. 4.2.5 Neither the consummation of this transaction nor the performance of Buyer’s obligations hereunder shall, directly or indirectly (with or without notice, lapse of time, or both), contravene, conflict with, result in a violation of, or cause Buyer or any Affiliate of Buyer to suffer any material adverse consequence under any applicable Legal Requirement or Order that has been published, introduced, or otherwise proposed by or before any Governmental Authority since the Effective Date. 4.2.6 The Bankruptcy Court shall have entered the Approval Order and such order shall not have been stayed as of the Closing (other than representations and warranties made as of a specified date, which shall have been true as of such specified date), and Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller or jointly by Buyer or Seller at or prior to the Closing in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoing; (b) No order has been entered by any court or governmental agency having jurisdiction over the parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at the time of Closing; (c) Seller shall have obtained all consents specified on Schedule 6.2; (d) Seller shall have obtained a release of the lien(s) described on Schedule 6.4 and shall have delivered to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrances, other than Permitted Encumbrances; (e) Seller shall have cured each of the Existing Title Defects set forth in Section 4.1 to the satisfaction of Buyer; and (f) Seller stands ready, willing and able to Close with BuyerDate.

Buyer’s Conditions. The obligations obligation of Buyer at to close the Closing are subject, at the option of Buyer, transactions contemplated by this Agreement is subject to the satisfaction or waiver at or prior to the Closing of the following conditions precedentconditions, any of which may be waived in its sole discretion: (a) All representations The Parent Title Representations shall be true and warranties of Seller contained in this Agreement are true in all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at correct on and as of the Closing in accordance with its terms Date as if such made on the Closing Date and all other representations were remade at and warranties contained in ARTICLE III shall be true and correct in all material respects on and as of the Closing (other than representations Date as if made on and warranties as of such date, except as affected by transactions contemplated or permitted by this Agreement and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date), and Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller or jointly by Buyer or Seller at or prior to the Closing in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoing; (b) No order has been entered The Regency Title Representations shall be true and correct on and as of the Closing Date as if made on such date and all other representations and warranties of Regency in ARTICLE IV shall be true and correct in all material respects (provided that any such other representation or warranty of Regency contained in ARTICLE IV that is qualified by any court a materiality standard or governmental agency having jurisdiction over the parties or the subject matter a Material Adverse Effect qualification shall not be further qualified by materiality for purposes of this Agreement that restrains or prohibits Section 7.2(b)) on and as of the purchase Closing Date as if made on and sale contemplated as of such date, except (i) as affected by transactions specifically permitted by this Agreement and that remains (ii) to the extent any such representation or warranty is made as of a specified date, in effect at the time which case such representation or warranty shall have been true or correct in all material respects as of Closingsuch specified date; (c) Seller Regency, Parent and the Partners shall have obtained performed, in all consents specified on Schedule 6.2material respects, the obligations, covenants and agreements of Regency, Parent and the Partners contained herein and in the Transaction Documents and required before Closing; (d) Seller shall have obtained a release No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction that restrains, enjoins or otherwise prohibits the consummation of the lien(s) described on Schedule 6.4 and transactions contemplated by this Agreement shall have delivered to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver be effective as of the Assets free and clear of all liens and encumbrances, other than Permitted EncumbrancesClosing; (e) Seller HSR Approval shall have cured each been obtained; (f) There shall have been no event or other occurrence that, individually or in the aggregate, has had or reasonably could be expected to have a Material Adverse Effect on Regency; (g) The Escrow Agent shall have executed and delivered the Escrow Agreement to Buyer and Parent; (h) Buyer shall have available to it debt financing in the full amount of the Commitment on terms and conditions substantially consistent with the terms and conditions of the Commitment; (i) Parent, the Partners, as applicable, shall have delivered the items required to be delivered by them pursuant to Section 8.2; (j) Each of the Existing Title Defects set forth Employment Agreements, the Existing Consulting Agreements and the Charlesbank Agreement shall have been terminated with no further Liability or obligations of any Regency Company thereunder other than Severance Obligations thereunder as described in Section 4.1 to 4.14(e) of the satisfaction of BuyerRegency Disclosure Schedule; and (fk) Seller stands readyRegency Midcon and Oxy USA Inc. shall have entered into the Oxy Contract containing terms substantially similar to the draft approved by Buyer, willing or such other terms as are reasonably acceptable to Parent and able to Close with Buyer, and such Contract shall be in full force and effect (but need not be effective) as of the Closing; provided if such Oxy Contract is not effective as of the Closing, it shall become effective by its terms on or before March 1, 2005.

Buyer’s Conditions. The obligations obligation of Buyer at to consummate the portions of the Transaction to be performed by it in connection with the Closing are subject, at the option of Buyer, is subject to the satisfaction timely fulfillment or waiver at or prior to the Closing of each and all of the following conditions precedentconditions: (a) All The representations and warranties of Seller contained set forth in this Agreement are Article 5 shall be true and correct in all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at and as of the Closing in accordance with its terms as if such representations were remade at and as of the Closing (other than representations and warranties made as of a specified date, which shall have been true as of such specified date), and Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller or jointly by Buyer or Seller at or prior to the Closing in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoingDate; (b) No order has been entered by any court or governmental agency having jurisdiction over Seller shall have performed and complied in all material respects with all of its covenants, agreements and obligations hereunder through the parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at the time of Closing; (c) Seller Buyer shall have obtained received the regulatory and/or other approvals and Permits required in connection with the execution, delivery or performance of the Transaction Documents by Buyer as set forth in Schedule 8.1(c) (collectively, "Buyer's Regulatory Approvals"), all consents specified on Schedule 6.2final and non-appealable terms and conditions acceptable to Buyer in its sole and absolute discretion; (d) Seller shall have obtained a release received the Seller's Regulatory Approvals without terms and conditions that are reasonably likely to have an adverse effect on Buyer and/or any of the lien(s) described on Schedule 6.4 Purchased Assets, as determined by Buyer in its sole and shall have delivered to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrances, other than Permitted Encumbrancesabsolute discretion; (e) Seller There shall have cured each not be any Order in effect or pending that would prevent or inhibit consummation of the Existing Title Defects set forth in Section 4.1 to the satisfaction of BuyerTransaction; andExecution Version - Confidential (f) Seller stands readyshall have complied in all material respects with the delivery requirements of Section 4.2; (g) Buyer (or its designee) shall have closed, willing on or before May 15, 2011, a tax exempt bond financing secured solely by the revenues from the Transmission Facilities: (i) in the full amount necessary to acquire the Purchased Assets and able to Close fund all required reserves and expenses of such acquisition and financing; (ii) with a term of not less than 30 years and with an all-in blended interest cost to Purchaser (including the cost of any credit or liquidity enhancement, swap payments, bond insurance or issuance premium) of not in excess of 4.75%; and (iii) with interim maturities and sinking fund payments and such other terms, conditions and covenants as shall be satisfactory to Buyer in its sole discretion; and (i) The Parties shall have agreed on the Cost Allocation for the initial Calculation Period under the O&M Agreement, as determined in accordance with the O&M Agreement, and Buyer shall have paid the first monthly installment of such Cost Allocation pursuant to the O&M Agreement. The conditions precedent set out in this Section 8.1 are inserted for the exclusive benefit of Buyer, and any such condition may be waived in whole or in part by Buyer by (written) notice to Seller prior to the Closing. In the event that all of the conditions precedent set out in this Section 8.1 are not fulfilled or waived on or before April 30, 2011, Buyer may terminate this Agreement upon written notice to Seller in accordance with Section 14.2, and, in such event, the Parties shall be released from any and all obligations under this Agreement and the other Transaction Documents, except for the obligations hereunder that survive termination.

Buyer’s Conditions. The obligations Company understands that the effectiveness of Buyer at the Closing are subject, at Buyer's commitment to purchase the option of Buyer, to Preferred Shares on the Effective Date is conditioned upon the satisfaction or waiver at or prior to the Closing of the following conditions precedent:precedent on or before the Effective Date (any or all of which may be waived by the Buyer in its sole discretion): (a1) All The Conversion Agent shall have executed and delivered the Conversion Agent Agreement in the form attached hereto as Annex III; (2) On the Effective Date, no legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by this Agreement; (3) The representations and warranties of Seller the Company contained in this Agreement are and the other Transaction Documents shall be true in and correct on the Effective Date as if made on the Effective Date (except for any notice given by the NASD or the Nasdaq Stock Market to the Company of a failure or potential failure to meet the Nasdaq Tangible Asset Criterion); and on or before the Effective Date the Company shall have performed all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at covenants 25 31 and as agreements of the Closing Company contained in accordance with its terms as if such representations were remade at the Transaction Documents and as of the Closing (other than representations and warranties made as of a specified date, which shall have been true as of such specified date), and Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller the Company on or jointly by Buyer or Seller at or prior to before the Closing in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoingEffective Date; (b4) No order has been entered by any court or governmental agency having jurisdiction over event which, if the parties Preferred Shares were outstanding, would constitute an Optional Redemption Event or, with the giving of notice or the subject matter lapse of this Agreement that restrains time, or prohibits the purchase both, would constitute an Optional Redemption Event shall have occurred and sale contemplated by this Agreement and that remains in effect at the time of Closingbe continuing; (c5) Seller shall have obtained all consents specified on Schedule 6.2; (d) Seller shall have obtained a release of the lien(s) described on Schedule 6.4 and The Company shall have delivered to the Buyer evidence satisfactory its certificate, dated the Effective Date, duly executed by its Chief Executive Officer, to Buyer the effect set forth in subparagraphs (2), (3), and its counsel that Seller is able to deliver the Assets free and clear (4) of all liens and encumbrances, other than Permitted Encumbrancesthis Section 6(b); (e6) Seller The Common Shares shall have cured each been approved for listing, subject to official notice of issuance, by Nasdaq, Nasdaq SmallCap or AMEX and the Buyer shall have received written evidence of such approval by such market or exchange; (7) The Buyer shall have received a certificate, dated the Effective Date, of the Existing Title Defects Secretary of the Company certifying (1) the Certificate of Incorporation and By-Laws of the Company as in effect on the Effective Date, (2) all resolutions of the Board of Directors (and committees thereof) of the Company relating to this Agreement and the transactions contemplated hereby and (3) such other matters as reasonably requested by the Buyer; (8) The Buyer shall have received on the Effective Date an opinion of Brobxxx, Xxleger & Harrxxxx XXX, counsel for the Company, dated the Effective Date, addressed to the Buyer, in form, scope and substance reasonably satisfactory to the Buyer, as set forth in Section 4.1 to the satisfaction of BuyerAnnex V attached hereto; and (f9) Seller stands readyOn the Effective Date, willing (i) trading in securities on the New York Stock Exchange, Inc., AMEX, Nasdaq, or Nasdaq SmallCap shall not have been suspended or materially limited and able to Close with Buyer(ii) a general moratorium on commercial banking activities in the State of California or the State of New York shall not have been declared by either federal or state authorities.

Buyer’s Conditions. The obligations of Buyer to consummate the transactions contemplated hereby at the Closing are subject, at the option of Buyer, subject to the satisfaction (unless waived) of the following conditions: (a) Seller shall execute and deliver to Buyer a general assignment and xxxx of sale and such other good and sufficient instruments of transfer conveying and transferring to Buyer all of the Assets (the "Transfer Documents"), in each case in form satisfactory to Buyer. (b) Seller and Buyer shall execute an agreement concerning the sale of creosote from Seller to Buyer, in the form attached hereto as Exhibit 5.1(b). (c) Buyer shall receive the opinion of Xxxxx X. Xxxxx, Esq. counsel for Seller in the form attached hereto as Exhibit C. (d) Each of the representations and warranties of Seller set forth in Section 4.1 of this Agreement shall be true and correct in all material respects both on the date of this Agreement and on the Closing Date as though made on and as of each such date (except with respect to the effect of transactions permitted by the provisions of this Agreement), except as to (e) There shall have been no material adverse change in the Assets or waiver the Business. (f) Seller shall have complied with all of the covenants and agreements herein contained to be performed by it at or prior to the time fixed for the Closing, and Seller shall deliver to Buyer at the Closing of the following conditions precedent: (a) All representations and warranties of Seller contained in this Agreement are true in all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at and certificate dated as of the Closing in accordance with its terms as if such representations were remade at Date and as executed by any authorized officer to that effect. (g) All requisite approvals, authorizations and orders of all governmental authorities pertaining to consummation of the Closing (other than representations and warranties made as of a specified date, which transactions contemplated hereby shall have been true as of such specified date)obtained, and Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller or jointly by Buyer or Seller at or prior except to the Closing in all extent that failure to obtain such consent shall not have a material respects and Seller shall deliver a certificate to Buyer confirming adverse effect on the foregoing;Assets. (bh) No order has been entered by There shall be no suit, action or other proceeding pending or threatened before any court or before or by any governmental agency having jurisdiction over in which it is sought to restrain, prohibit, invalidate or set aside in whole or in part the parties or the subject matter consummation of this Agreement that restrains or prohibits the purchase and sale transactions contemplated by this Agreement and that remains hereby or to obtain damages in effect at the time of Closing; (c) Seller shall have obtained all consents specified on Schedule 6.2; (d) Seller shall have obtained a release of the lien(s) described on Schedule 6.4 and shall have delivered to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrances, other than Permitted Encumbrances; (e) Seller shall have cured each of the Existing Title Defects set forth in Section 4.1 to the satisfaction of Buyer; and (f) Seller stands ready, willing and able to Close with Buyerconnection therewith.

Buyer’s Conditions. The obligations of Buyer at the Closing are subject, at the option of Buyer, Xxxxx’s obligation to close this transaction is subject to the satisfaction (or waiver at by Xxxxx in writing) of the following conditions on and as of the Closing Date (each a “Buyer’s Condition to Closing”), unless an earlier date is specified in this Agreement: (i) Seller’s representations and warranties set forth in this Agreement are true, complete and correct in all material respects on and as of the Closing Date; (ii) Seller has performed in all material respects all of the obligations to be performed by Seller and Seller shall not be in breach or default under this Agreement on or before the Closing Date; (iii) The Due Diligence Contingency shall have been satisfied by Xxxxx’s delivery of the Due Diligence Approval Notice in accordance with Paragraph 4(b); DocuSign Envelope ID: B6D9F1C1-D8C9-42D7-A6EE-6EEFA52289F6 (iv) The Title Company shall be unconditionally committed as of the Closing to issue the Title Policy (as defined below) to Buyer in accordance with Paragraph 9; (v) as of the Closing, there shall be no moratorium or similar restriction (including without limitation any COVID-19 related restrictions) imposed by any governmental authority or private entity with respect to the issuance of building permits or certificates of occupancy affecting the Property or the development or use of the Property for Buyer’s Intended Use or electric, gas, telephone, cable television, sanitary sewer, storm drainage or water line or water meter hookups; (vi) Seller shall have delivered those items described in Paragraph 10(a) hereof as provided in this Agreement; (vii) Seller shall have delivered possession of the Property to Buyer free and clear of all tenancies or other possessory; and (viii) all other conditions set forth herein for the benefit of Buyer shall have been satisfied or waived in writing by Xxxxx. If the Closing fails to occur on or prior to the Closing of Date because a Buyer’s Condition to Closing is not satisfied, then Buyer shall elect by written notice delivered to Seller on or before 5:00 p.m. on the following conditions precedent: Closing Date, to either (a) All representations waive all unsatisfied Buyer’s Condition(s) to Closing and warranties of Seller contained in this Agreement are true in all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at and as of proceed with the Closing on that date which is not later than three (3) Business Days after the Closing Date (provided that Seller also agrees in accordance with its terms as writing to waive such condition if such representations were remade at and as of the Closing (other than representations and warranties made as of condition also is a specified date, which shall have been true as of such specified dateSeller’s Condition to Closing), and Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller or jointly by Buyer or Seller at or prior to the Closing in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoing; (b) No order has been entered by any court or governmental agency having jurisdiction over the parties or the subject matter of terminate this Agreement that restrains or prohibits whereupon the purchase and sale contemplated by this Agreement and that remains in effect at the time of Closing; (c) Seller Xxxxxxx Money Deposit shall have obtained all consents specified on Schedule 6.2; (d) Seller shall have obtained a release of the lien(s) described on Schedule 6.4 and shall have delivered be returned to Buyer evidence satisfactory to Buyer and its counsel that Seller is able Buyer. If Xxxxx fails to deliver the Assets free written notice described in the preceding sentence, then Xxxxx shall be deemed to have elected to waive and clear proceed pursuant to option (a). Notwithstanding the foregoing, if the failure of all liens and encumbrancesa Buyer’s Condition to Closing is caused by a default by Seller that is not cured by Seller within the Seller Cure Period (as defined in Paragraph 19 of this Agreement), other than Permitted Encumbrances; (e) Seller Buyer shall have cured each of the Existing Title Defects set forth right to exercise the remedies described in Section 4.1 to the satisfaction of Buyer; and (f) Seller stands ready, willing and able to Close with BuyerParagraph 19.

Buyer’s Conditions. The obligations and liabilities of Buyer at the Closing are subject, at the option of Buyer, to hereunder shall in all respects be conditioned upon the satisfaction or waiver at or prior to the Closing of each of the following conditions precedent:prior to or simultaneously with the Closing, any of which may be waived by written notice from Buyer to Seller. (ai) Seller has complied with and otherwise performed in all material respects each of the covenants and obligations of Seller set forth in this Agreement. (ii) All representations and warranties of Seller contained as set forth in this Agreement are shall be true and correct in all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at when made and as of the date of Closing in accordance with its terms as if though such representations and warranties were remade at made on and as of the date of Closing. (iii) Buyer shall have received the Tenant Estoppel Certificate in the form provided for in Section 6(b) and the SNDA in the form provided for in Section 6(c). (iv) In addition, it is a condition to Closing that Home Depot shall not have terminated, or given notice of intent to terminate, its Lease pursuant to the terms of such Lease. (other than representations v) The Title Company shall issue (or shall be prepared and warranties made irrevocably and unconditionally committed to issue) the Title Policy in form and content as of a specified daterequired by Buyer. (vi) Any Governmental Violation Notice that Seller has agreed to cure, which as provided in Section 4(d) above, shall have been true as of such specified date), and Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller or jointly by Buyer or Seller at or prior cured to the Closing in all material respects and Seller shall deliver a certificate to Buyer confirming satisfaction of the foregoing;issuer of the notice. (bvii) No order has been entered by any court or governmental agency having jurisdiction over the parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at the time of Closing; (c) Seller The Property shall have obtained all consents specified on Schedule 6.2; (d) Seller shall have obtained a release of the lien(s) described on Schedule 6.4 and shall have delivered to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets be conveyed free and clear of all liens and encumbrancesliens, other than except Permitted Encumbrances;Exceptions. (eviii) Seller shall have cured each of the Existing Title Defects Any other condition set forth in this Agreement to Buyer’s obligation to close has been satisfied by the applicable date. If any condition specified in Section 4.1 9(a)(iii), (iv) or (vii) is not satisfied on or before the Closing Date, Buyer may, at its option, and in its sole and absolute discretion, extend the Closing Date to allow Seller a sufficient time (but not to exceed twenty (20) days) within which to cure or satisfy such condition, and Seller shall immediately commence prosecution of such cure or satisfaction and diligently pursue the satisfaction same to completion, at which time a new Closing Date shall be scheduled on or before the 10th day after Buyer’s acceptance of such cure or satisfaction, or Buyer may, in its sole and absolute discretion, elect the remedies set forth in the following sentence. If any condition specified in Section 9(a)(i) through (viii) is not satisfied on or before the Closing Date, Buyer may, at its option and in its sole and absolute discretion, (a) waive any such condition which can legally be waived and proceed to Closing without adjustment or abatement of the Purchase Price, or (b) terminate this Agreement by written notice thereof to Seller, in which case the Deposit shall be returned to Buyer; and . In addition to (fand notwithstanding) the foregoing, if the failure of the condition is due to a breach by Seller stands readyunder this Agreement, willing and able to Close with BuyerBuyer may pursue any of its remedies under Section 15(d).

Buyer’s Conditions. The obligations of Buyer at the Closing with respect to each Seller are subject, at the option of Buyer, to the satisfaction or waiver at or prior to the Closing of the following conditions precedent: (ai) All representations and warranties of such Seller contained in this Agreement are Section 3.1 or Section 3.2, respectively, shall be true and correct in all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at on and as of the Closing in accordance with its terms as if Date, and such representations were remade at and as of the Closing (other than representations and warranties made as of a specified date, which Seller shall have been true as of such specified date), and Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller or jointly by Buyer or such Seller at or prior to the Closing in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoingrespects; (bii) Such Seller stands ready, willing and able to Close with Buyer; (iii) Each Seller has delivered to Buyer all of the agreements, certificates and other documents required to be delivered to Buyer pursuant to Section 5.3; (iv) With respect to the Assets taken as a whole, since the Effective Date, there shall not have occurred and be continuing a Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect; (v) No order has been entered by any court or governmental agency having jurisdiction over the parties such Seller or Buyer or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at the time of Closing; (cvi) Seller shall have obtained all consents specified on Schedule 6.2Buyer has not given notice of termination pursuant to Section 5.4; (dvii) Seller Buyer shall be satisfied with the results of the Phase One Assessment, as determined in its sole discretion; and (viii) FPEC shall have obtained a release conveyed the Excluded Assets set forth on Exhibit A-3 to the Assiniboine and Sioux Tribes of the lien(sFort Pxxx Reservation, or their designee, on or prior to Closing. Notwithstanding anything in this Agreement to the contrary, (i) described on Schedule 6.4 and shall have delivered to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrances, other than Permitted Encumbrances; (e) Seller shall have cured each of the Existing Title Defects if Buyer’s conditions set forth in this Section 4.1 5.2(c) are satisfied with respect to Samson and not FPEC, Buyer shall be obligated to Close on Samson’s undivided interest in the Joint Assets and the Samson Assets, irrespective of whether Buyer’s conditions set forth in this Section 5.2(c) are satisfied with respect to FPEC, and (ii) notwithstanding the satisfaction of Buyer; and (f’s conditions set forth in this Section 5.2(c) Seller stands readywith respect to FPEC, willing and able Buyer shall not be obligated to Close on FPEC’s undivided interest in the Joint Assets until such time as Buyer’s conditions set forth in this Section 5.2(c) are satisfied with Buyerrespect to Samson.

Buyer’s Conditions. The obligations obligation of Buyer at to purchase and accept the Closing are subject, at the option of Buyer, Property under this Agreement is subject to the satisfaction or waiver at or prior to the Closing of each and every one of the following conditions precedentprecedent or conditions concurrent, the satisfaction of which may be waived only in writing by the Buyer: (a1) All representations Seller shall have delivered the Seller’s Closing Documents required under Section 9 of this Agreement; (2) Seller shall have performed all of Seller’s covenants and warranties of Seller contained in obligations under this Agreement are with respect to Closing; (3) Seller’s warranties and representations set forth herein shall be true in all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at and correct as of the Closing in accordance with its terms as if such representations were remade at and as of the Closing (other than representations and warranties made as of a specified date, which shall have been true as of such specified date), and Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller or jointly by Buyer or Seller at or prior to the Closing in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoingDate; (b4) No order has That at no time between the Effective Date and the Closing Date shall any of the following have been entered done by or against or with respect to Seller: (1) the commencement of a case under Title 11 of the U.S. Code, as now constituted or hereafter amended, or under any court other applicable federal or governmental agency having jurisdiction over state bankruptcy law or other similar law; (ii) the parties appointment of a trustee or receiver of any property interest; or (iii) an assignment for the subject matter benefit of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at the time of Closingcreditors; (c5) Seller Seller, after having received from Buyer, not less than five (5) days before the Closing Date, written notice of Seller’s default in any of its covenants or obligations under this Agreement, shall not have obtained all consents specified on Schedule 6.2; (d) Seller shall have obtained a release of the lien(s) described on Schedule 6.4 and shall have delivered failed to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrances, other than Permitted Encumbrances; (e) Seller shall have cured each of the Existing Title Defects set forth in Section 4.1 to the satisfaction of Buyercure such default; and (f6) The Subject Property shall be in substantially the same condition as on the Effective Date, subject only to any Casualty, any Taking, and any other event(s) that shall not (in the aggregate, if more than one) have resulted in a Material Adverse Change. Seller stands readyhereby covenants that Seller shall exercise all reasonable and diligent efforts to cause the conditions set forth in this Section 15(b) to be fully satisfied by the Closing Date. The conditions set forth in this Section 15(b) shall not be deemed unsatisfied by Seller’s failure to cause the Title Company to deliver any one or more of the Title Policies at Closing, willing and able provided that Seller shall cause to Close with Buyerbe delivered at Closing an insured written commitment (also known as a “marked-up” title commitment) to issue all such Title Policies.

Buyer’s Conditions. The obligations of Buyer to consummate the transactions contemplated hereunder to be consummated at the Closing are subjectshall be subject to the satisfaction, at or prior to Closing, of all of the option following conditions, any one or more of which may be waived, in whole or in part, by Buyer, : (a) Seller shall have complied in all material respects with each of its covenants and agreements herein to the satisfaction or waiver be performed at or prior to the Closing Date and each of the following conditions precedent: (a) All representations and warranties of Seller contained in this Agreement are shall be true and correct in all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) if made at and as of the Closing in accordance with its terms as if such representations were remade at and as Date, except to the extent of the Closing (other than representations and warranties made as of a specified date, which shall changes that have been true as of such specified date), and Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller or jointly by Buyer or Seller at or occurred prior to Closing that are consistent with the Closing in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoingprovisions of Section 6.1(e); (b) No order has been entered by any court or governmental agency having jurisdiction over Seller shall have delivered to Buyer a duly authorized and signed officer's certificate, dated as of the parties or Closing Date, certifying as to the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains matters specified in effect at the time of ClosingSection 9.2(a); (c) Seller All consents, approvals and authorizations required to be obtained prior to the Closing from governmental and regulatory authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby to be consummated at the Closing shall have obtained been made or obtained, and shall remain in full force and effect, all consents specified waiting periods applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated and all required regulatory filings shall have been made; provided, however, that no governmental or regulatory consent, approval or authorization shall have imposed any condition or requirement that would result in a material adverse effect on Schedule 6.2the business of the Branches or Buyer, or on the consummation of the transactions contemplated hereby; (d) Seller There shall have obtained a release not be in effect any nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would be violated by consummation of the lien(s) described on Schedule 6.4 transactions contemplated hereby, nor any material pending or threatened action, proceeding or investigation, the adverse determination of which would result in such order, decree or judgment; provided, that in the case of such pending or threatened action, proceeding or investigation, neither party shall decline to proceed with the Closing pending final resolution thereof without exercising its reasonable efforts promptly to determine jointly with the other party the merit thereof and shall have delivered to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear likelihood of all liens and encumbrances, other than Permitted Encumbrances;an adverse determination in such proceeding; and (e) Seller There shall not have cured each been any decrease by more than ten percent (10%) in the aggregate deposits of the Existing Title Defects set forth in Section 4.1 Branches from the date of this Agreement to the satisfaction Closing Date and there shall not have been any increase by more than 100 basis points in the average cost of Buyer; and (f) Seller stands ready, willing and able to Close with Buyerthe Deposits.

Buyer’s Conditions. The obligations of Buyer at the Closing are subject, at the option of Buyer, 's obligation to close this transaction shall be subject to and contingent upon the satisfaction (or waiver at or prior to the Closing by Buyer in its sole discretion) of each of the following conditions precedentconditions: (a) 4.2.1 All representations and warranties of Seller contained set forth in this Agreement are true in all material respects (considering shall have been accurate as of the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at Effective Date and shall be accurate as of the Closing in accordance with its terms Date, as if made on the Closing Date. 4.2.2 (i) All of the covenants and obligations that Seller is obligated to perform or comply with pursuant to this Agreement prior to or at the Closing shall have been performed and complied with; and (ii) Seller shall have made the deliveries of documents required to be made pursuant to Section 5.2.1; provided, however, that with respect to the covenants and obligations described in clause (i) of this Section 4.2.2, a failure of the foregoing condition shall not be deemed to have occurred unless (a) Buyer has given Seller notice specifying the nature of any Breach of such representations were remade at covenants or obligations in reasonable detail, and (b) either (y) Seller has failed to cure such Breach within 10 Business Days after such notice is given, or (z) if such Breach cannot be cured solely by the payment of money and cannot reasonably be cured within 10 Business Days despite the exercise of Best Efforts, Seller has failed to commence curative action within 10 Business Days after such notice is given or thereafter fails to complete the cure of such Breach as soon as practicable. 4.2.3 To the extent, if any, that Buyer is required to obtain any Governmental Authorizations that relate to the Business or the ownership, use, and operation of the Purchased Assets, Buyer shall have obtained such Governmental Authorizations and such Governmental Authorizations shall be in full force and effect as of the Closing (other than representations Date or subject to issuance to Buyer upon consummation of this transaction. 4.2.4 Between the Effective Date and warranties made as of a specified datethe Closing Date, which there shall have been true as no damage to or destruction of such specified date), and Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller any of the Purchased Assets (excluding damage or jointly destruction (a) caused by Buyer or Seller at any of its affiliates; or prior to (ii) that does not have a material adverse effect on the Closing Business). 4.2.5 Since the Effective Date, there shall not have been commenced or threatened against Buyer or any related person of Buyer any proceeding (i) seeking damages or other relief in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoing; (b) No order has been entered by connection with, any court or governmental agency having jurisdiction over the parties or the subject matter aspect of this Agreement transaction, or (ii) that restrains could reasonably be expected to have the effect of preventing or prohibits the purchase and sale contemplated by making this Agreement and that remains in effect at the time of Closing; (c) Seller shall have obtained all consents specified on Schedule 6.2; (d) Seller shall have obtained a release of the lien(s) described on Schedule 6.4 and shall have delivered to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrances, other than Permitted Encumbrances; (e) Seller shall have cured each of the Existing Title Defects set forth in Section 4.1 to the satisfaction of Buyer; and (f) Seller stands ready, willing and able to Close with Buyertransaction illegal.

Buyer’s Conditions. The obligations of Buyer at Buyer's obligation to purchase the Closing are subject, at the option of Buyer, to Property is conditioned upon the satisfaction or waiver at or prior to the Closing of each of the following conditions precedentconditions, any of which may be enforced or waived in Buyer's sole discretion: (a) All representations and warranties a. The performance by Seller of every obligation of Seller contained hereunder, and the truth of each representation and warranty made in this Agreement are true in all material respects (considering by Seller at the transaction as a whole, but without regard to materiality qualifications in any individual time the representation or warranty) at warranty was made and as of the Closing in accordance with its terms as if such representations were remade at Closing. b. Buyer's review and as approval of the Closing (other than representations and warranties made as of a specified dateTitle Report, which shall have been true as of such specified date)all title exceptions, and the ALTA survey, if any, and Buyer's receipt of the Title Policy on Closing. Buyer shall notify Seller in writing of any objections Buyer has performed to the Title Report, the title exceptions or the survey, if any, and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller or jointly by of any endorsements Buyer or Seller will require, at or least thirty (30) days prior to the Closing in all material respects and Closing. Seller may, but shall be under no obligation to, correct any such objections, except that Seller shall deliver a certificate be required to Buyer confirming remove any monetary liens or encumbrances and all title exceptions, except title exception numbers 1, 2, 3, 4, 5, 6 and 7 listed in Schedule B of the foregoing; (b) No order has been entered Title Report attached as Exhibit B to the Lease and encumbrances and exceptions to title created by any court Tenant or governmental agency having jurisdiction over the parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated approved by this Agreement and that remains in effect Tenant at the time of recording, and to give Title Company an indemnity if required in order for Title Company to remove from the Title Policy any creditors' rights exceptions. If the objections cannot be removed prior to or upon the Closing;, Seller will advise Buyer thereof in writing and Buyer may either waive its objections or seek other remedies against Seller pursuant to this Agreement and/or the Lease. (c) Seller shall have obtained all consents specified on Schedule 6.2; (d) Seller shall have obtained a release c. No material casualty or condemnation and no material adverse change in the zoning of the lien(s) described on Schedule 6.4 and shall Property may have delivered to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrances, other than Permitted Encumbrances; (e) Seller shall have cured each of the Existing Title Defects set forth in Section 4.1 to the satisfaction of Buyer; and (f) Seller stands ready, willing and able to Close with Buyeroccurred.

Buyer’s Conditions. The obligations of Buyer at shall not be obligated to proceed with the Closing are subject, at the option of Buyer, to the satisfaction or waiver at or prior to the Closing unless each of the following conditions precedenthas been either fulfilled or waived by Buyer on or before the Closing: (ai) All There shall have been no uncured material breach of any representation or warranty given by Seller herein; (ii) Escrow Agent or Seller shall have delivered or shall be prepared to deliver to Buyer all instruments and documents to be delivered by Seller at the Closing pursuant to any provision of this Agreement; (iii) Title Insurer shall have delivered or shall be prepared to deliver to Buyer the Title Policy; and (iv) Buyer shall have received for each Lease an "Estoppel Certificate," each of which shall be: (i) in the form described in Section 10.1 and unmodified from that form except as expressly approved by Seller, (ii) consistent in all material respects with the Rent Roll and the representations and warranties of Seller contained in this Agreement are true in all material respects Seller, and (considering iii) dated no earlier than sixty (60) days before the transaction as a wholedate of Closing (collectively, but without regard to materiality qualifications in the "Tenant Estoppel Certificates") (unless Buyer requests on or before August 11, 1997 that one or more Estoppel Certificates be dated no earlier than thirty (30) days before the date of Closing). In the event that any individual representation or warranty) at and as of the Closing in accordance with its terms as if such representations were remade at and as of foregoing conditions shall not have been fulfilled on or before the Closing (other than representations Date and warranties made as of a specified date, which shall have been true as of such specified date), and Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller or jointly by Buyer or Seller at or prior to the Closing is not in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoing; (b) No order has been entered by any court or governmental agency having jurisdiction over the parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by default under this Agreement and that remains in effect at is otherwise prepared to close, Buyer shall elect, by notice to Seller (i) to terminate this Agreement upon notice to Seller, whereupon this Agreement shall automatically terminate and the time provisions of Closing; Section 4.6 shall apply, (cii) Seller shall have obtained all consents specified on Schedule 6.2; extend the Closing Date for a period of no more than ten (d10) Seller shall have obtained a release business days to allow for satisfaction of the lien(sforegoing conditions, or (iii) described on Schedule 6.4 proceed with Closing and waive such conditions, provided that such waiver shall have delivered to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear not affect Buyer's rights under Section 5.1(n) of all liens and encumbrances, other than Permitted Encumbrances; (e) Seller shall have cured each of the Existing Title Defects set forth in Section 4.1 to the satisfaction of Buyer; and (f) Seller stands ready, willing and able to Close with Buyerthis Agreement.

Buyer’s Conditions. The obligations Buyer's obligation to close the purchase of Buyer at the Closing are subjectProperty is subject to the satisfactory performance, at the option of occurrence or written waiver by Buyer, to the satisfaction or waiver at or prior to the Closing in Buyer's sole discretion, of each of the following conditions precedentconditions: (a) All representations and warranties of i. Seller contained in this Agreement are true in all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at and as of the Closing in accordance with its terms as if such representations were remade at and as of the Closing (other than representations and warranties made as of a specified date, which shall have been true as of such specified date), and Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller or jointly by Buyer or Seller at or prior to the Closing in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoing; (b) No order has been entered by any court or governmental agency having jurisdiction over the parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at the time of Closing; (c) Seller shall have obtained all consents specified on Schedule 6.2; (d) Seller shall have obtained a release of the lien(s) described on Schedule 6.4 and shall have delivered to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver all of the Assets free and clear of all liens and encumbrancesdocuments, other than Permitted Encumbrancesproperly executed, as required by Paragraph 13(a) hereof; (e) Seller shall have cured each ii. No adverse change in the status of the Existing Title Defects title to the Property as set forth in Section 4.1 the Title Commitment shall have occurred prior to the satisfaction Closing Date; iii. No adverse change in the status of Buyer; andthe title to the Personal Property shall have occurred prior to the Closing Date. (f) iv. No adverse change in the condition of the Improvements or Personal Property shall have occurred prior to the Closing Date, reasonable wear and tear excepted. v. No default by Seller stands shall exist under this Contract, this Contract shall not have terminated and Seller shall be ready, willing and able to Close close under the terms hereof; vi. The representations of Seller contained in this Contract shall be true, complete and correct in all material respects as of the Closing Date, without the necessity of any material amendment or modification, with the same force and effect as if made as of the Closing Date; vii. Seller's obligations pursuant to Paragraph 7(d) shall have been met; viii. Buyer shall have entered into and executed a new lease (the "Lease") of the Property acceptable to Buyer in Buyer's sole discretion with Xxxxxx Xxxxx Corporation as tenant for the Property acceptable to Buyer in Buyer's sole discretion ("Tenant"); ix. The IPO shall have been consummated and the proceeds thereof received by Mar Mar Realty Trust (the "Company"); and x. Buyer shall have obtained the written consent and/or approval of any franchisor, manufacturer, lender or other third party deemed necessary by Buyer to complete the transactions contemplated by this Contract. If any of the foregoing conditions have not been satisfied or waived within the times and in the manner required by this Contract, then Buyer may terminate this Contract, receive a refund of the Xxxxxxx Money and seek any remedies available at law or equity, including without limitation, specific performance.

Buyer’s Conditions. The obligations of Buyer at the Closing are subject, at the option of Buyer, subject to the satisfaction or waiver at or prior to the Closing of the following conditions precedentconditions: (a) All representations and warranties of Seller contained in this Agreement are shall be true in all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at and as of the Closing in accordance with its terms as if such representations and warranties were remade made at and as of the Closing (other than representations and warranties made as of a specified date, which Seller shall have been true as of such specified date), and Seller has performed and satisfied all covenants and agreements in all respects required by this Agreement to be performed and satisfied by Seller or jointly by Buyer or Seller at or prior to the Closing; provided, that the foregoing condition shall be deemed not satisfied only if the extent of any and all noncompliance thereof adversely affects the value of the Assets, or would result in the incurrence by Buyer of liabilities, obligations or costs on or after the Closing Date, in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoingexcess of $10 million; (b) No order has shall have been entered by any court or governmental agency having jurisdiction over the parties or the subject matter of this Agreement that enjoins, restrains or prohibits the purchase and sale contemplated by this Agreement and that which remains in effect at the time of such Closing; (c) Seller The aggregate sum of the cost of any Title Defects and Environmental Resolution Costs shall have obtained all consents specified on Schedule 6.2not exceed ten percent (10%) of the Cash Purchase Price; (d) Seller The preferential rights described in Section 5.5 shall not have obtained a release been exercised for Interests representing more than ten percent (10%) of the lien(s) described on Schedule 6.4 and shall have delivered to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver Purchase Price based upon the Assets free and clear of all liens and encumbrances, other than Permitted EncumbrancesAllocated Value thereof; (e) Seller There shall not have cured each occurred aggregate casualty losses to the Assets as described in Section 5.6 in an amount exceeding ten percent (10%) of the Existing Title Defects set forth in Section 4.1 to the satisfaction of BuyerPurchase Price; and (f) Seller stands readyNo action, willing suit or proceeding shall be pending or threatened before any court or administrative agency of any federal, state or local jurisdiction wherein an unfavorable judgment, order, decree ruling or charge that could adversely affect the value of the Assets or could result in the incurrence by Buyer of liabilities, obligations or costs on or after the Closing Date related to the Assets in excess of $10 million; (and able to Close with Buyerno such judgment, order, decree, ruling, or charge shall be in effect).

Buyer’s Conditions. The obligations of Buyer at Buyer’s obligation to purchase the Closing are subject, at the option of Buyer, Property and to close Escrow is subject to and conditioned upon the satisfaction or Buyer’s written waiver at or prior to the Closing of each of the following conditions precedentat or before the Close of Escrow: 9.1.1 The Title Company shall have unconditionally committed to issue an ALTA standard coverage owner’s policy of title insurance (athe “Owner Policy”) All representations with a liability amount not less than the Purchase Price, naming Buyer, as the insured, showing fee simple title to the Property to be vested in Buyer, subject only to the Approved Title Conditions, and warranties without exception for any lien rights in favor of contractors, subcontractors, architects, engineers or suppliers with respect to work performed or being performed on the Property. 9.1.2 Seller’s timely delivery to Escrow Holder of the items described in Section 10.1 below. 9.1.3 Seller contained not being in material default in the performance of any of its obligations under this Agreement are true and shall have performed in all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at and as respect each of the Closing in accordance with its terms as if such representations were remade at and as of the Closing (other than representations and warranties made as of a specified date, which shall have been true as of such specified date), and Seller has performed and satisfied all covenants and agreements obligations required by this Agreement to be performed and satisfied by Seller on or jointly by Buyer or before the Closing. 9.1.4 All representations and warranties of Seller at or prior set forth in this Agreement (without regard to the Closing any additional disclosures made pursuant to Section 8.2.1) shall be true and correct in all material respects as of the date made and as of the Close of Escrow, as if remade on the date of the Close of Escrow (except for such representations and warranties that are only expressly made as of the date of this Agreement). For purposes of this Section 9.1.4, the representations or warranties of Seller shall deliver be deemed to be true in all material respects if Buyer’s damages as a certificate to result of such representations or warranties being so untrue, inaccurate or incorrect are or would be, in the aggregate, less than $2,000,000. 9.1.5 Buyer confirming the foregoing;shall have received an Acceptable Estoppel Certificate from Schwab. (b) 9.1.6 No order has been entered by or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any governmental agency having authority of competent jurisdiction over shall be in effect as of the parties or the subject matter of this Agreement that Closing which restrains or prohibits the purchase transfer of the Property. The terms of this Section 9.1 are solely for the benefit of Buyer, and sale Seller shall have no additional right or remedy hereunder as a result of the exercise by Buyer of any of its rights under this Section 9.1. If any of the foregoing conditions is not fulfilled on or before the scheduled Close of Escrow contemplated in Section 4.2, Buyer, at its option, may either (i) elect to complete the transactions contemplated by this Agreement and that remains in effect at Agreement, (ii) delay the time Close of Closing; Escrow for up to thirty (c30) Seller shall have obtained all consents specified on Schedule 6.2; (d) Seller shall have obtained a release of the lien(s) described on Schedule 6.4 and shall have delivered days to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrances, other than Permitted Encumbrances; (e) Seller shall have cured each of the Existing Title Defects set forth in Section 4.1 to allow the satisfaction of Buyer; and any unsatisfied condition or (fiii) Seller stands readyterminate this Agreement, willing whereupon Escrow Holder shall promptly return to Buyer the Deposit, along with any interest earned thereon, less the Review Consideration, and able to Close with Buyerneither party shall have any further rights or obligations under this Agreement, except those that expressly survive the termination of this Agreement, except that if the failure of any such condition specified in this Section 9.1 is a breach or default by Seller, then Buyer shall have such rights and remedies as are provided in this Agreement upon the occurrence of such breach or default by Seller.

Buyer’s Conditions. The obligations of Buyer at Company understands that the Buyer's obligation to purchase the Preferred Shares on the Initial Closing are subjectDate and on the Second Closing Date, at the option of Buyerif any, to is conditioned upon the satisfaction or waiver at or prior to the Closing of the following conditions precedent:precedent on or before the applicable Closing Date (any or all of which may be waived by the Buyer in its sole discretion): (a1) All The Buyer's commitment to purchase the Preferred Shares shall have become effective on the Effective Date in accordance with this Agreement; (2) The SEC Effective Date shall have occurred; no stop order or similar proceeding relating to the Registration Statement shall be pending or threatened (it being understood that the inclusion of the closing condition set forth in this clause (d) shall not limit the Company's obligations set forth in Section 8); and on the Closing Date the Registration Statement shall be effective and available for use by the Buyer for resale of the Common Shares; (3) The Company shall have given the Purchase Option Notice in accordance with this Agreement; (4) The Conversion Agent shall have executed and delivered the Conversion Agent Agreement in the form attached hereto as Annex III; (5) On the Closing Date, no legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by this Agreement; (6) The representations and warranties of Seller the Company contained in this Agreement are and the other Transaction Documents shall be true in all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at and as of correct on the Closing in accordance with its terms Date as if such representations were remade at and as of made on the Closing Date (other than representations and warranties made as except for any notice given by the NASD or the Nasdaq Stock Market to the Company of a specified date, which failure or potential failure to meet the Nasdaq Tangible Asset Criterion); and on or before the Closing Date the Company shall have been true as of such specified date), and Seller has performed and satisfied all covenants and agreements of the Company contained in the Transaction Documents and required by this Agreement to be performed and satisfied by Seller the Company on or jointly by Buyer or Seller at or prior to before the Closing in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoingDate; (b) No order has been entered by any court or governmental agency having jurisdiction over the parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at the time of Closing; (c) Seller shall have obtained all consents specified on Schedule 6.2; (d) Seller shall have obtained a release of the lien(s) described on Schedule 6.4 and shall have delivered to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrances, other than Permitted Encumbrances; (e) Seller shall have cured each of the Existing Title Defects set forth in Section 4.1 to the satisfaction of Buyer; and (f) Seller stands ready, willing and able to Close with Buyer.

Buyer’s Conditions. The following shall constitute conditions precedent to the obligations of Buyer at to close the Closing are subjectEscrow, at the option of Buyer, and may be waived only by a written waiver executed by Buyer and delivered to the satisfaction or waiver at or prior to the Closing of the following conditions precedentEscrow Holder: (a) All representations and warranties of Seller contained in this Agreement are true in Buyer shall have approved all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at and as of the Closing matters set forth in accordance with its terms as if such representations were remade at and as of Section 5.1 ("Contingencies") within the Closing (other than representations and warranties made as of a specified date, which shall have been true as of such specified date), and Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller or jointly by Buyer or Seller at or prior to the Closing in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoingtimes therein provided; (b) No order has been entered by any court or governmental agency having jurisdiction over The representations and warranties of the parties or the subject matter Seller contained in Section 9 of this Agreement that restrains or prohibits shall be true on and as of the purchase Close of Escrow as if the same were made on and sale contemplated by this Agreement and that remains in effect at the time as of Closingsaid date; (c) Seller shall have obtained performed and complied with all consents specified on Schedule 6.2agreements and covenants required by this Agreement to be performed or complied with by Seller prior to or at the time of the Close of Escrow; (d) Seller The Title Company shall have obtained a release of be unconditionally committed to issue the lien(s) described on Schedule 6.4 and shall have delivered Title Policy to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver upon the Assets free and clear Close of all liens and encumbrances, other than Permitted Encumbrances;Escrow; and (e) Seller On or before the close of business on February 27, 1997, Country Hospitality Corporation shall have cured each consented to the assignment of the Existing Title Defects set forth in Section 4.1 Franchise to Buyer with such modifications thereto as Buyer may reasonably request, or granted Buyer a new franchise to operate the satisfaction of Project as a Country Suites Hotel on terms acceptable to Buyer; and. (f) On or before the close of business on February 27, 1997, the Arizona State Retirement System shall have consented to Buyer's assumption of the Note and the obligations of Seller stands readyunder the Deed of Trust without modification thereto, willing subject to the Buyer's payment of an assumption fee in an amount not to exceed 1% of the outstanding principal balance of the Note at the Closing. (g) Buyer shall have received an estoppel certificate from the Landlord dated not more than ten (10) days prior to the Closing with a true and able to Close with Buyercorrect copy of the Ground Lease attached substantially in the form of Exhibit D-1.

Buyer’s Conditions. The obligations of Buyer at to consummate the Closing Transactions contemplated by this Agreement are subject, at the option of Buyer, subject to the satisfaction fulfillment or waiver at or prior to the Closing by Buyer of the following conditions precedentconditions: (ai) All the representations and warranties of Seller contained in this Agreement are shall be true and correct in all material respects (considering as of the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at date hereof and as of the Closing Date (except that the representation and warranty in accordance with its terms as if such representations were remade at Section 3.4 shall be true and as of the Closing correct in all respects); (other than representations and warranties made as of a specified date, which ii) Seller shall have been true as performed or complied in all material respects with all of such specified date), and Seller has performed and satisfied all its covenants and agreements required by contained in this Agreement to be performed and satisfied by Seller or jointly by Buyer or Seller at or prior to the Closing in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoing; (b) No order has been entered by any court or governmental agency having jurisdiction over the parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at the time of Closing; (ciii) Seller shall have obtained all consents specified on Schedule 6.2; (d) Seller shall have obtained a release of the lien(s) described on Schedule 6.4 and shall have delivered to Buyer evidence satisfactory a certificate executed by an officer of Seller to Buyer the effect that the conditions set forth in clauses (i) and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrances, other than Permitted Encumbrances(ii) above have been satisfied; (eiv) Seller all waiting periods and approvals applicable to the Transactions under applicable Competition/Regulatory Laws (other than Immaterial Competition Laws, if any), including the Merger Orders, shall have cured each expired or been obtained; (v) on the Closing Date, there shall not be in effect any Order directing that the Transactions not be consummated or which has the effect of rendering it unlawful to consummate the Transactions (other than as a result of any action of Buyer); (vi) Buyer Parent shall have obtained the Parent Shareholder Approval; (vii) Buyer Parent shall have obtained the notice letter of filing from NDRC relating to the Transactions; (viii) Buyer Parent shall have obtained the certificate of outbound investment from MOFCOM relating to the Transactions; (ix) Buyer Parent shall have completed the registration of foreign exchange for foreign direct investment with the applicable bank and obtained the registration certificate for the purpose of the Existing Title Defects set forth conversion of renminbi into U.S. dollars and remittance of U.S. dollar funds to Seller pursuant to or in connection with this Agreement in accordance with SAFE regulations; (x) Buyer’s bid shall have been accepted in the Auction and Seller’s Broker shall have proceeded to settlement as contemplated by Section 4.1 2.1(d) for release of the Shares to the satisfaction of Buyer; and (fxi) at least one of the Seller stands readyDirectors shall have resigned from the board of directors of the Company, willing and able to Close with Buyereffective as of the Closing.

Buyer’s Conditions. The obligations of Buyer at to purchase the Property and to make the Closing Date Payment on the Closing Date are subject, at the option of Buyer, subject to the satisfaction or waiver at (as it relates to those conditions that are legally permissible to waive) on or prior to the Closing Time of Possession of each of the following conditions precedentconditions: (ai) (A) All terms, covenants, agreements and conditions of this Agreement to be complied with and performed by Seller on or prior to the Time of Possession, including without limitation Sections 4.2 (Title Policy), 7.2(a) (Governmental Approvals), 7.2(b) (Workers Adjustment and Retraining Notification Act), 7.2(c) (Cooperation), and 11.2 (Seller's Delivery) of this Agreement, shall have been complied with and performed in all material respects, (B) except as otherwise provided in Section 8.4(b), all of the representations and warranties of Seller (without regard to any update pursuant to Section 8.4(a)) contained in this Agreement are shall be true and correct in all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at and as of the Closing in accordance with its terms as if such representations were remade date of this Agreement and at and as of the Closing Time of Possession as if made at and as of such time (other than representations and warranties except, in each case, to the extent the representation or warranty is expressly made as of a specified an earlier date, in which case it shall have been be true as of such specified date), and Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller or jointly by Buyer or Seller at or prior to the Closing correct in all material respects as of such earlier date) and (C) all of the representations and warranties of Seller that are qualified by materiality or similar qualifiers (without regard to any update pursuant to Section 8.4(a)) contained in this Agreement) shall deliver a certificate to Buyer confirming be true and correct in all respects at and as of the foregoing; (b) No order has been entered by any court or governmental agency having jurisdiction over the parties or the subject matter date of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement at and that remains in effect at the time of Closing; (c) Seller shall have obtained all consents specified on Schedule 6.2; (d) Seller shall have obtained a release as of the lien(s) described on Schedule 6.4 Time of Possession as if made at and as of such time (except, in each case, to the extent the representation or warranty is expressly made as of an earlier date, in which case it shall be true and correct in all respects as of such earlier date). Seller shall have delivered to Buyer evidence satisfactory a certificate, executed by an officer of Seller and dated as of the Time of Possession, to Buyer and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrances, other than Permitted Encumbrances;foregoing effect. (eii) Seller shall have cured each delivered to Escrow Agent the instruments, documents, certificates, and other matters described in Section 11.2; (iii) Since the execution of this Agreement, there shall have been no damage or loss (other than incidental damage or loss) to the Real Property; (iv) Seller shall not have received any written or oral notice of, and there shall not be any, initiated or pending condemnation or eminent domain proceedings, or contemplated sales in lieu thereof, involving a partial or total taking of any of the Existing Property; (v) Buyer shall have obtained the Buyer's Liquor Licensing Approval (as defined in Section 5.1(c)); (vi) Seller shall have delivered to Buyer, at Buyer's sole cost and expense, (i) if requested by Buyer, an ALTA survey for all Land and for the Tidelands Lease (such survey, form of survey certification and date of such survey to be reasonably satisfactory to Buyer) and (ii) a title policy for all Land and for Buyer's interest in the Tidelands Lease (such policies to be ALTA Standard Coverage owner's or leasehold (as applicable) policies (or ALTA Extended Coverage owner's or leasehold (as applicable) policies, if requested by Buyer), together with copies of the underlying documents referenced in each such title policy. The issuer, reinsurers, form of policy, endorsements, and scheduled exceptions for each such title policy shall all be reasonably satisfactory to Buyer. In the case where Seller possesses a valid Title Defects Policy, the requirement set forth in Section 4.1 herein may be satisfied, at the sole discretion and expense of Buyer, by the obtaining of an endorsement to such Title Policy dating down the coverage thereunder to the satisfaction date of Buyerthe Closing; and (fvii) Seller stands readyThere shall not have occurred any event, willing change or effect that, when taken individually or together with any other event, change or effect, constitutes a Material Adverse Change in the physical condition of the Property or in the operation of the Business. As used herein, “Material Adverse Change” means (a) physical damage or environmental damage to the Property which results in a decline in the total fair market value of the Property of at least five percent (5%); or (b) a decline in the operating results of the Business such that the EBITDA on an annualized basis shall have been reduced by at least five percent (5%) from where it was last year for the same time period. In the event of a Material Adverse Change, Buyer may terminate this Agreement, in which case Buyer shall be entitled to receive and able to Close with Buyerretain the Deposit and all interest earned thereon.

Buyer’s Conditions. The obligations Subject to Sections [8.8] and [10.3] and except to the extent waived in writing by Buyer in its sole and absolute discretion, the obligation of Buyer at to consummate the Closing are subject, at the option of Buyer, transactions contemplated hereunder shall be subject to the satisfaction or waiver at or prior to the Closing fulfillment of the following conditions precedent:prior to the date that is (i) with respect to clauses (a) and (b) below, the day prior to the date on which the Delivery Period commences, (ii) with respect to clause (c)(i) below, the date on which the Delivery Period commences, and (iii) with respect to clause (c)(ii) below, 30 days prior to the date on which the Delivery Period commences. (a) All representations Buyer obtains from the FERC and/or the state or local Governmental Authority(ies) having jurisdiction over the retail operations of Buyer either (i) regulatory approval of the purchase or the Transaction deemed acceptable to Buyer in its sole and warranties absolute discretion, including, without limitation, approval of Seller contained the full recovery (through base rates and/or the fuel adjustment charge) of all costs associated with this Agreement pursuant to a finding that the participation of Buyer in this Agreement are true is prudent and in all material respects the public interest, or (considering ii) such other regulatory treatment as is deemed acceptable by Buyer in its sole and absolute discretion; provided, however, that if this condition has not been fulfilled prior to the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at and as date for commencement of the Closing Delivery Period or the date referenced in clause (i) of Section [10.2], and Buyer waives this condition, then Buyer, notwithstanding such waiver, shall have the right to terminate this Transaction, in the exercise of its sole and absolute discretion, at any time (x) on or before December 31, 2007, if Buyer has not obtained the regulatory approvals or rate recovery treatment described in clause (i) or (ii) of this Section [10.2(a)] on or before December 31, 2007, or (y) within 31 days after the denial of such approvals or treatment, if such approvals are or treatment is denied on or prior to November 30, 2007. The Parties shall have no further obligations to each other if Buyer exercises its termination right under this Section [10.2(a)], except for obligations or duties that accrued prior to such termination or obligations that survive termination in accordance with its terms as if such representations were remade at and as of the Closing (other than representations and warranties made as of a specified date, which shall have been true as of such specified date), and Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller or jointly by Buyer or Seller at or prior to the Closing in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoing;Section [24.1] (b) No order has been entered Buyer complies with any other applicable Laws, and obtains any other Approvals required by any court or governmental agency having jurisdiction over the parties or the subject matter of this Agreement that restrains or prohibits the purchase Buyer in form and sale contemplated by this Agreement substance satisfactory to Buyer in its sole and that remains in effect at the time of Closing;absolute discretion. (ci) Subject to Section [8.2(b)], Buyer shall have received Transmission Service Study Results that are acceptable to Buyer in its sole and absolute discretion, and (ii) Seller shall have obtained all consents specified firm transmission service on Schedule 6.2; (d) Seller shall have obtained a release any other interconnected, coordinated, electric utility system required for delivery of the lien(s) described on Schedule 6.4 and shall have delivered to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrances, other than Permitted Encumbrances; (e) Seller shall have cured each of the Existing Title Defects set forth in Section 4.1 energy to the satisfaction of Buyer; and (f) Seller stands ready, willing and able to Close with BuyerDelivery Point.