Common use of Closing Deliveries Clause in Contracts

Closing Deliveries. At the Closing, (a) East shall deliver or cause its Affiliates to deliver, as applicable, to Rand: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand); (ii) the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Rand.

Closing Deliveries. At On the Closing,Closing Date, the parties shall make, execute, acknowledge and deliver the legal documents and items required to be executed or delivered in connection with the Closing (collectively the “Closing Documents”) to which it is a party or for which it is otherwise responsible that are necessary to carry out the intention of this Agreement and the other transactions contemplated to take place in connection therewith. The Closing Documents and other items to be delivered at the Closing are the following: (a) East The Amendment or other evidence of the transfer of OP Units to the Contributors and evidence of the DTC Registered REIT Stock, which shall bear the legend set forth in the Articles of Amendment and Restatement of the Company, as amended and restated and in effect immediately prior to the Closing in substantially the form attached as Exhibit B (the “Articles”) or a written statement of information that the Company will furnish a full statement about certain restrictions on transferability to a stockholder on request and without charge, which restrictions shall be substantially the same as those set forth in the Articles; (b) Any other documents that are in the possession of a Contributor or which can be obtained through such Contributor’s reasonable efforts which are reasonably requested by the Company or the Operating Partnership and are reasonably necessary or desirable to assign, transfer, convey, contribute and deliver the Contributed Interests directly, free and clear of all Liens and effectuate the transactions contemplated hereby; (c) The Operating Partnership and the Company on the one hand and the Helmsley Group Members on the other hand shall provide to the other a certified copy of all appropriate corporate resolutions or cause its Affiliates to deliverpartnership, limited liability company or other actions, as applicable, to Rand:authorizing the execution, delivery and performance by the Operating Partnership and the Company (if so requested by a Helmsley Group Member) and any Helmsley Group Member (if so requested by the Operating Partnership or the Company) of this Agreement, any related documents and the documents listed in this Section 2.3; (id) The Operating Partnership and the Company on the one hand and the Helmsley Group Members on the other hand shall provide to the other a counterpart certification regarding the accuracy in all material respects of each assignment of their respective representations and assumption agreement relating warranties in this Agreement at the Closing Date (except to a Contributed Investment Assetthe extent that any representation or warranty speaks as of an earlier date, duly executed on behalf in which case it must be true and correct only as of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Randthat earlier date); (iie) The Contributors shall each provide the Contributed Loan Notes Operating Partnership with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s a certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies in form and in substance with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xiif) such other documents as may be reasonably required by RandAny applicable books, records and Organizational Documents relating to each Contributed Helmsley Entity that are in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart possession of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer Helmsley Entity or the Chief Financial Officer of Rand as required to applicable Contributor or which can be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all obtained through such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Randentities’ reasonable efforts.

Closing Deliveries. At On the Closing,Closing Date, the parties shall make, execute, acknowledge and deliver, or cause to be made, executed, acknowledged and delivered, through the Power of Attorney or the Attorney-in-Fact (described in Article 5 hereof), the OP Agreement and other legal documents and items required to be executed or delivered in connection with the Closing (collectively the “Closing Documents”) to which it is a party or for which it is otherwise responsible that are necessary to carry out the intention of this Agreement and the other transactions contemplated to take place in connection therewith. The Closing Documents and other items to be delivered at the Closing shall be the following: (a) East shall deliver or cause its Affiliates to deliver, as applicable, to Rand:The OP Agreement and the Articles; (ib) The Amendment to the OP Agreement or other evidence of the transfer of Merger Consideration to its Equity Holders pursuant to Section 1.7; (c) Evidence of the DTC Registered REIT Stock, which shall bear substantially the legend set forth in the Articles or a counterpart written statement of each assignment and assumption agreement relating information that the Company will furnish a full statement about certain restrictions on transferability to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, stockholder as set forth in the Articles on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)request and without charge; (iid) An affidavit from the Contributed Loan Notes with respect to such Contributed Loans; Management Company (iii) or, if the Contributed Loan Documents in Management Company is a disregarded entity within the possession or control meaning of East; (iv) Section 1.1445-2(d)(2)(iii), the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms sole owner of the Shareholder Agreement, to stand Management Company for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viiisuch purposes) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with satisfying the requirements of Code Section 1445 and Treasury Regulation Section section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(22(b)(2), in each case, in form and substance reasonably satisfactory to Rand; (xe) a certificate Any other documents that are in the possession of the Secretary Management Company or Assistant Secretary (which can be obtained through the Management Company’s reasonable efforts which are reasonably requested by the Company or equivalent officer) of the East certifying Operating Partnership or that attached thereto are true reasonably necessary or desirable to effectuate the transactions contemplated hereby, including, without limitation, and complete copies only to the extent applicable, assignments of all state and local transfer Tax returns and any filings with any applicable governmental jurisdiction in which the Operating Partnership is required to file its partnership documentation; (f) The Operating Partnership and the Company on the one hand and the Management Company on the other hand shall provide to the other a certified copy of all appropriate corporate resolutions adopted by the members of East or partnership or limited liability company actions, as applicable authorizing the execution, delivery, delivery and performance by the Operating Partnership and the Company (if so requested by the Management Company) and the Management Company (if so requested by the Operating Partnership or the Company) of this Agreement Agreement, any related documents and the consummation of the Stock Purchase, and that all such resolutions are documents listed in full force and effect and are all the resolutions adopted in connection with the transactions contemplated herebythis Section 2.3; (xig) The Operating Partnership and the Company on the one hand and the Management Company on the other hand shall provide to the other a copy certification regarding the accuracy in all material respects of each of their respective representations and warranties in this Agreement at the Closing Date (except to the extent that any representation or warranty speaks as of an earlier date, in which case it must be true and correct only as of that earlier date and except for such representations and warranties that are qualified by materiality or Material Adverse Effect, which representations and warranties shall be certified as being accurate in all respects); (h) Any books, records and Organizational Documents relating to the Management Company that are in the possession of the Shareholder Agreement, duly executed by EastManagement Company or which can be obtained through the Management Company’s reasonable efforts; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) An assignment of Excluded Assets from the Company, the Operating Partnership or a counterpart of each assignment and assumption agreement relating to a Contributed Investment AssetSubsidiary, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies as applicable, in favor of the Management AgreementsCompany, duly executed by Rand; (iv) to achieve the distributions contemplated under Section 1.2, and an officer’s certificate signed assumption by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate Management Company of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the executionExcluded Liabilities, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions as contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Randunder Section 1.3.

Closing Deliveries. At the Closing, (a) East shall deliver The Vendor will have delivered or cause its Affiliates to deliver, as applicable, to Rand: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand); (ii) the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required caused to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with to the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of Purchaser the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Randfollowing, each in form and substance satisfactory to Rand, the Purchaser or in the form attached to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart share certificates representing the Purchased Shares duly endorsed in blank for transfer, or accompanied by an instrument of each assignment and assumption agreement relating transfer transferring the Purchased Shares to a Contributed Investment Asset, the Purchaser or its nominee duly executed on behalf by the holder of Randrecord, together with evidence satisfactory to the Purchaser that the Purchaser or its nominee(s) have been entered upon the books of the Corporation as the holder of the Purchased Shares; (ii) certified copies of: (A) the Governing Documents of each of the Purchased Shares Corporations and the Vendor; and (B) all resolutions of the directors, and, if required, the shareholders, of the Vendor approving the entering into and completion of the transactions contemplated by book entry transfer to an account for East at Rand’s transfer agentthis Agreement; (iii) copies a certificate executed by a senior officer of the Management Agreements, duly executed by RandVendor certifying the matters set out in Section 8.1(a) and 8.1(b); (iv) an officer’s a certificate signed of status, compliance, good standing or similar certificate with respect to each of the Purchased Corporations and the Vendor issued by the Chief Executive Officer or applicable Governmental Entity and, in the Chief Financial Officer case of Rand as required the Purchased Corporations, by each jurisdiction in which it carries on business, dated not more than two (2) Business Days prior to be delivered under Sections 8.2(a) and 8.2(b)the Closing Date; (v) a certificate duly executed resignation and release, effective at the Closing, from each of the Secretary or Assistant Secretary (or equivalent officer) directors and corporate officers of either of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by Purchased Corporations, substantially in the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation form of the Stock Purchase, resignation and that all such resolutions are release in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebySchedule 8.1(v); (vi) a copy duly executed release in favour of the Shareholder AgreementCorporation from the Vendor, duly executed by Randin the form of the release in Schedule 8.1(vi); (vii) the Books and Records of each of the Purchased Corporations; and (viiviii) such other documents and ancillary agreements as contemplated herein or therein or as the Purchaser may be otherwise reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Randrequire.

Closing Deliveries. At On the Closing,Closing Date, the parties shall make, execute, acknowledge and deliver, or cause to be made, executed, acknowledged and delivered, through the Power of Attorney or the Attorney-in-Fact (described in Article 5 hereof), the OP Agreement and other legal documents and items required to be executed or delivered in connection with the Closing (collectively the “Closing Documents”) to which it is a party or for which it is otherwise responsible that are necessary to carry out the intention of this Agreement and the other transactions contemplated to take place in connection therewith. The Closing Documents and other items to be delivered at the Closing shall be the following: (a) East shall deliver or cause its Affiliates to deliver, The Contribution and Assumption Agreement in the form attached hereto as applicable, to Rand:Exhibit B; (ib) The OP Agreement and the Articles; (c) The Amendment or other evidence of the transfer of OP Units to Contributor and by Contributor to its Participants; (d) Evidence of the DTC Registered REIT Stock, which shall bear substantially the legend set forth in the Articles or a counterpart written statement of each assignment and assumption agreement relating information that the Company will furnish a full statement about certain restrictions on transferability to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, stockholder as set forth in the Articles on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)request and without charge; (iie) An affidavit from Contributor (or, if Contributor is a disregarded entity within the Contributed Loan Notes with respect to meaning of Section 1.1445-2(d)(2)(iii), the sole owner of Contributor for such Contributed Loans; (iiipurposes) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with satisfying the requirements of Code Section 1445 and Treasury Regulation Section Regulations section 1.1445-2(b2(b)(2); (f) The release executed by Operating Partnership and the Company in favor of the employees and Affiliates of the Supervisor in the form attached hereto as Exhibit E; (g) A copy of the most recent as-built survey of the Property, if any; (h) Any other documents that are in the possession of Contributor or which can be obtained through Contributor’s reasonable efforts which are reasonably requested by the Company or the Operating Partnership or that are reasonably necessary or desirable to assign, transfer, convey, contribute and deliver the Property Interest of Contributor directly, free and clear of all Liens (other than the Permitted Encumbrances) and effectuate the transactions contemplated hereby, including, without limitation, and only to the extent applicable, grant deeds (Bif transferred directly), assignments of ground leases, air space leases and space leases, bills of sale, general assignments and all state and local transfer Tax returns and any filings with any applicable governmental jurisdiction in which the Operating Partnership is required to file its partnership documentation or the recording of deeds or other Property Interest transfer documents is required; (i) certification pursuant [A bargain and sale deed in substantially the form attached as Exhibit F, or in such form as is customary in the applicable jurisdiction which the Title Company shall require in order to Code issue the Title Policies;] (j) A standard owner’s affidavit executed by Contributor to the extent necessary to enable the Title Company to issue to the Operating Partnership or its Subsidiary, effective as of the Closing, with respect to the Property, either (i) an ALTA extended coverage owner’s or leasehold policy of title insurance (in current form), with such endorsements thereto as the Operating Partnership may reasonably request (including, without limitation, non-imputation endorsements) or (ii) such endorsements to the currently held owner’s or leasehold policy of title insurance for the Property as the Operating Partnership may reasonably request (including, without limitation, date-down, “Fairway” and co-insurance endorsements), in either event with coverage for the Property equal to the an amount reasonably acceptable to the Operating Partnership, and with a tie-in endorsement with respect to all Contributed Properties located in any state for which such tie-in endorsements can be issued for an owner’s or leasehold policy of title insurance, and levels of reinsurance for the Property as reasonably acceptable to the Operating Partnership, insuring fee simple and/or leasehold title (as applicable) to all real property and improvements comprising the Property in the name of the Operating Partnership (or a Subsidiary thereof, as the Operating Partnership may designate), subject only to the Permitted Encumbrances (collectively, the “Title Policies”); (k) The Operating Partnership and the Company on the one hand and Contributor on the other hand shall provide to the other a certified copy of all appropriate corporate resolutions or partnership or limited liability company actions authorizing the execution, delivery and performance by the Operating Partnership and the Company (if so requested by Contributor) and Contributor (if so requested by the Operating Partnership or the Company) of this Agreement, any related documents and the documents listed in this Section 1446(f)(2)2.3; (l) Any Tenant Estoppels, any Ground Lease Estoppels and any other tenant estoppel certificates, in each case, to the extent obtained by the Contributor in form and substance reasonably satisfactory to Randaccordance with Section 2.1(b)(viii); (xm) The Operating Partnership and the Company on the one hand and Contributor on the other hand shall provide to the other a certificate certification regarding the accuracy in all material respects of each of their respective representations and warranties in this Agreement at the Secretary Closing Date (except to the extent that any representation or Assistant Secretary (or equivalent officer) warranty speaks as of the East certifying that attached thereto are an earlier date, in which case it must be true and complete copies correct only as of that earlier date and except for such representations and warranties that are qualified by materiality or Material Adverse Effect, which representations and warranties shall be certified as being accurate in all resolutions adopted by the members of East authorizing the executionrespects); (n) Any books, delivery, records and performance of this Agreement and the consummation of the Stock Purchase, and Organizational Documents relating to Contributor that all such resolutions are in full force and effect and are all the resolutions adopted possession of Contributor or which can be obtained through Contributor’s reasonable efforts; (i) All documents reasonably required by a Lender in connection with the transactions contemplated hereby; assumption or prepayment of an Existing Loan at or prior to Closing and (xiii) a copy of the Shareholder AgreementExisting Loan Release or the Existing Loan Indemnity Agreement in substantially the form attached hereto as Exhibit C (unless such Existing Loans are repaid at or prior to Closing), as applicable, in each case, duly executed by Eastthe applicable party; and (xiip) such other documents An assignment of Excluded Assets from the Company, the Operating Partnership or a Subsidiary, as may be reasonably required by Randapplicable, each in form and substance satisfactory to Randfavor of Contributor, to effect achieve the intentions of the Parties distributions contemplated by this Agreementunder Section 1.4, duly executed by Eastif applicable. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Rand.

Closing Deliveries. At the Closing,, each party shall make, execute, acknowledge and deliver the legal documents and other items (collectively, the “Closing Documents”) necessary to carry out the intention of this Agreement, which Closing Documents and other items shall include, without limitation, the following: (a) East a Contribution and Assumption Agreement substantially in the form attached hereto as Exhibit C; (b) for the Contributor, a certificate from the Operating Partnership that effective at the Closing the books and records of the Operating Partnership will indicate that the Contributor is the holder of a number of Units equal to the Consideration; (c) an affidavit from the Contributor in the form of Exhibit D, stating, under penalty of perjury, the Contributor’s United States Taxpayer Identification Number and that the Contributor is not a foreign person pursuant to section 1445(b)(2) of the Code and a comparable affidavit satisfying Massachusetts’ and any other state’s withholding requirements, if any; (d) all title insurance policies, leases, lease files, letters of credit, contracts, stock certificates, original promissory notes held by Holdings or a Participating Entity and other indicia of ownership with respect to Holdings and each Participating Entity that are in the Contributor’s possession or that can be obtained through reasonable efforts in the Contributor’s capacity as indirect owner of any Participating Entity shall deliver be delivered or cause its Affiliates made available to deliver, the Company; (e) a certificate from the Contributor affirming that the representations and warranties made by the Contributor pursuant to this Agreement remain true and correct in all material respects as applicable, to Rand:of the Closing Date; (f) the Operating Partnership Agreement; (g) a lockup agreement in the form attached hereto as Exhibit K; (h) a Registration Rights Agreement substantially in the form attached hereto as Exhibit E; (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, Voting Agreement substantially in the form attached hereto as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)Exhibit G; (iij) if requested by the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directorsCompany, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete certified copies of all resolutions adopted by organizational documents for the members Contributor, together with certified copies of East all appropriate limited liability company actions authorizing the execution, deliverydelivery and performance by the Contributor of this Agreement, any related documents and the Closing Documents; (k) evidence reasonably satisfactory to the Company that the lender of any borrowed money secured by a mortgage or deed of trust disclosed in the Title Reports, other than those lenders whose loans are being repaid before or immediately after the Closing, has consented to the transaction as required by any loan document, deed of trust, mortgage or other evidence of indebtedness related to any Property; (l) any other documents reasonably requested by the Company or the Operating Partnership to assign, transfer, convey, contribute and deliver the Holdings Interests, free and clear of all Encumbrances, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with effectuate the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xiim) such other documents as may all state and local transfer tax returns and any filings to be made in any applicable governmental jurisdiction in which the Company or the Operating Partnership reasonably believes that it is required by Rand, each to file its organizational documentation or in form and substance satisfactory to Rand, to effect which the intentions recording of the Parties contemplated by this Agreement, duly executed by EastContribution and Assumption Agreement is required. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Rand.

Closing Deliveries. At the Closing,, each party shall make, execute, acknowledge and deliver the legal documents and other items (collectively, the “Closing Documents”) necessary to carry out the intention of this Agreement, which Closing Documents and other items shall include, without limitation, the following: (a) East a Contribution and Assumption Agreement substantially in the form attached hereto as Exhibit C; (b) for the Contributor, a certificate from the Operating Partnership that effective at the Closing the books and records of the Operating Partnership will indicate that the Contributor is the holder of a number of Units equal to the Consideration; (c) an affidavit from the Contributor in the form of Exhibit D, stating, under penalty of perjury, the Contributor’s United States Taxpayer Identification Number and that the Contributor is not a foreign person pursuant to section 1445(b)(2) of the Code and a comparable affidavit satisfying Massachusetts’ and any other state’s withholding requirements, if any; (d) all title insurance policies, leases, lease files, letters of credit, contracts, stock certificates, original promissory notes held by Holdings or a Participating Entity and other indicia of ownership with respect to Holdings and each Participating Entity that are in the Contributor’s possession or that can be obtained through reasonable efforts in the Contributor’s capacity as indirect owner of any Participating Entity shall deliver be delivered or cause its Affiliates made available to deliver, the Company; (e) a certificate from the Contributor affirming that the representations and warranties made by the Contributor pursuant to this Agreement remain true and correct in all material respects as applicable, to Rand:of the Closing Date; (f) the Operating Partnership Agreement; (g) a lockup agreement in the form attached hereto as Exhibit L; (h) a Registration Rights Agreement substantially in the form attached hereto as Exhibit E; (i) a counterpart Voting Agreement substantially in the form attached hereto as Exhibit H; (j) A Purchase Option with respect to the Excluded Properties substantially in the form attached hereto as Exhibit J; together with reasonable evidence of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required authority in connection with the transfer execution and delivery of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)Purchase Option; (iik) if requested by the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directorsCompany, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete certified copies of all resolutions adopted by organizational documents for the members Contributor, together with certified copies of East all appropriate limited liability company actions authorizing the execution, deliverydelivery and performance by the Contributor of this Agreement, any related documents and the Closing Documents; (l) evidence reasonably satisfactory to the Company that the lender of any borrowed money secured by a mortgage or deed of trust disclosed in the Title Reports, other than those lenders whose loans are being repaid before or immediately after the Closing, has consented to the transaction as required by any loan document, deed of trust, mortgage or other evidence of indebtedness related to any Property; (m) any other documents reasonably requested by the Company or the Operating Partnership to assign, transfer, convey, contribute and deliver the Holdings Interests, free and clear of all Encumbrances, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with effectuate the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xiin) such other documents as may all state and local transfer tax returns and any filings to be made in any applicable governmental jurisdiction in which the Company or the Operating Partnership reasonably believes that it is required by Rand, each to file its organizational documentation or in form and substance satisfactory to Rand, to effect which the intentions recording of the Parties contemplated by this Agreement, duly executed by EastContribution and Assumption Agreement is required. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Rand.

Closing Deliveries. At On the Closing,Closing Date, the parties shall make, execute, acknowledge and deliver the legal documents and items required to be executed or delivered in connection with the Closing (collectively the “Closing Documents”) to which it is a party or for which it is otherwise responsible that are necessary to carry out the intention of this Agreement and the other transactions contemplated to take place in connection therewith. The Closing Documents and other items to be delivered at the Closing are the following: (a) East The Amendment or other evidence of the transfer of OP Units to the Malkin Family Contributors and evidence of the Registered REIT Stock, which shall bear the legend set forth in the Articles of Amendment and Restatement of the Company, as amended and restated and in effect immediately prior to the Closing (the “Articles”) or a written statement of information that the Company will furnish a full statement about certain restrictions on transferability to a stockholder on request and without charge, which restrictions shall be substantially the same as those set forth in the Articles; (b) Any other documents that are in the possession of a Malkin Family Contributor or which can be obtained through such Malkin Family Contributor’s reasonable efforts which are reasonably requested by the Company or the Operating Partnership and are reasonably necessary or desirable to assign, transfer, convey, contribute and deliver the Contributed Interests directly, free and clear of all Liens and effectuate the transactions contemplated hereby; (c) The Operating Partnership and the Company on the one hand and the Malkin Family Contributors that are entities on the other hand shall provide to the other a certified copy of all appropriate corporate resolutions or cause its Affiliates to deliverpartnership, limited liability company or other actions, as applicable, to Rand: (i) a counterpart of each assignment authorizing the execution, delivery and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate performance by the Operating Partnership and the Company (if applicableso requested by a Malkin Family Contributor) and each Person from whom a Consent, as set forth on Section 5.13(jany Malkin Family Contributor (if so requested by the Operating Partnership or the Company) of this Agreement, any related documents and the East Disclosure Schedule, is required documents listed in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)this Section 2.3; (iid) The Operating Partnership and the Contributed Loan Notes with respect Company on the one hand and the Malkin Family Contributors on the other hand shall provide to such Contributed Loans;the other a certification regarding the accuracy in all material respects of each of their respective representations and warranties in this Agreement at the Closing Date (except to the extent that any representation or warranty speaks as of an earlier date, in which case it must be true and correct only as of that earlier date); and (iiie) The Malkin Family Contributors shall each provide the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s Operating Partnership with a certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies in form and in substance with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Rand.

Closing Deliveries. At the Closing,, each party shall make, execute, acknowledge and deliver the legal documents and other items (collectively, the “Closing Documents”) necessary to carry out the intention of this Agreement, which Closing Documents and other items shall include, without limitation, the following: (a) East shall deliver or cause a Contribution and Assumption Agreement substantially in the form attached hereto as Exhibit B; (b) for each Contributor, a certificate from the Operating Partnership that effective at the Closing the books and records of the Operating Partnership will indicate that such Contributor is the holder of a number of Units equal to its Affiliates Consideration; (c) an affidavit from each Contributor in the form of Exhibit C, stating, under penalty of perjury, the Contributor’s United States Taxpayer Identification Number and that the Contributor is not a foreign person pursuant to deliversection 1445(b)(2) of the Code and a comparable affidavit satisfying Massachusetts’ and any other state’s withholding requirements, if any; (d) a certificate from each Contributor affirming that the representations and warranties made by such Contributor pursuant to this Agreement remain true and correct in all material respects as applicable, to Rand:of the Closing Date; (e) the Operating Partnership Agreement; (f) intentionally omitted; (g) a lockup agreement in the form attached hereto as Exhibit J; (h) a Registration Rights Agreement substantially in the form attached hereto as Exhibit E; (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, Voting Agreement substantially in the form attached hereto as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)Exhibit G; (iij) if requested by the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directorsCompany, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete certified copies of all resolutions adopted by the members organizational documents for each Contributor that is not an individual, together with certified copies of East all appropriate limited liability company actions authorizing the execution, deliverydelivery and performance by such Contributors of this Agreement, any related documents and the Closing Documents; (k) evidence reasonably satisfactory to the Company that the lender of any money borrowed by SCP III, other than those lenders whose loans are being repaid before or immediately after the Closing, has consented to the transaction as required by any loan document or other evidence of indebtedness related to SCP III; (l) any other documents reasonably requested by the Company or the Operating Partnership to assign, transfer, convey, contribute and deliver the SCP III Interests, free and clear of all Encumbrances, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with effectuate the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xiim) such other documents as may all state and local transfer tax returns and any filings to be made in any applicable governmental jurisdiction in which the Company or the Operating Partnership reasonably believes that it is required by Rand, each to file its organizational documentation or in form and substance satisfactory to Rand, to effect which the intentions recording of the Parties contemplated by this Agreement, duly executed by EastContribution and Assumption Agreement is required. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Rand.

Closing Deliveries. At On the Closing,Closing Date, the parties shall make, execute, acknowledge and deliver the legal documents and items required to be executed or delivered in connection with the Closing (collectively the “Closing Documents”) to which it is a party or for which it is otherwise responsible that are necessary to carry out the intention of this Agreement and the other transactions contemplated to take place in connection therewith. The Closing Documents and other items to be delivered at the Closing are the following: (a) East Evidence of the DTC Registered REIT Stock, which shall bear the legend set forth in the Articles of Amendment and Restatement of the Company, as amended and restated and in effect immediately prior to the Closing in substantially the form attached as Exhibit B (the “Articles”) or a written statement of information that the Company will furnish a full statement about certain restrictions on transferability to a stockholder on request and without charge, which restrictions shall be substantially the same as those set forth in the Articles; (b) Any other documents that are in the possession of a Contributor or which can be obtained through such Contributor’s reasonable efforts which are reasonably requested by the Company or the Operating Partnership and are reasonably necessary or desirable to assign, transfer, convey, contribute and deliver the Contributed Interests directly, free and clear of all Liens and effectuate the transactions contemplated hereby; (c) The Operating Partnership and the Company on the one hand and the Helmsley Group Members on the other hand shall provide to the other a certified copy of all appropriate corporate resolutions or cause its Affiliates to deliverpartnership, limited liability company or other actions, as applicable, to Rand:authorizing the execution, delivery and performance by the Operating Partnership and the Company (if so requested by a Helmsley Group Member) and any Helmsley Group Member (if so requested by the Operating Partnership or the Company) of this Agreement, any related documents and the documents listed in this Section 2.3; (id) The Operating Partnership and the Company on the one hand and the Helmsley Group Members on the other hand shall provide to the other a counterpart certification regarding the accuracy in all material respects of each assignment of their respective representations and assumption agreement relating warranties in this Agreement at the Closing Date (except to a Contributed Investment Assetthe extent that any representation or warranty speaks as of an earlier date, duly executed on behalf in which case it must be true and correct only as of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Randthat earlier date); (iie) The Contributors shall each provide the Contributed Loan Notes Operating Partnership with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s a certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies in form and in substance with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xiif) such other documents as may be reasonably required by RandAny applicable books, records and Organizational Documents relating to each Contributed Helmsley Entity that are in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart possession of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer Helmsley Entity or the Chief Financial Officer of Rand as required to applicable Contributor or which can be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all obtained through such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Randentities’ reasonable efforts.

Closing Deliveries. At or prior to the Closing, (a) East Chemtura shall, and shall cause the other Sellers to, deliver or cause its Affiliates to deliverbe delivered to Purchaser (and, as where applicable, to Randthe Country-Specific Purchasers) the following: (i) a counterpart an executed copy of each an assignment and assumption agreement relating to a Contributed Investment Assetagreement, duly executed on behalf substantially in the form of EastExhibit A, its Affiliate providing for the assumption of Assumed Liabilities by Purchaser (if applicable) the “Assignment and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to RandAssumption Agreement”); (ii) executed copies of the Contributed Loan Notes with respect to such Contributed LoansInternational Asset Purchase Agreements; (iii) executed copies of the Contributed Loan Documents in the possession or control of EastInternational Stock Purchase Agreements; (iv) such bills of sale, certificates of title and other instruments of transfer and conveyance as are reasonably necessary to transfer (or record with any Governmental Authority the Contributed Loan Files transfer of) the Transferred Assets in the possession or control of Eastaccordance herewith; (v) an executed copy of the Contributed Books and RecordsTransition Services Agreement; (vi) the Cash Consideration by wire transfer an executed copy of immediately available funds to an account of Rand designated in writing by Rand to Easteach Supply Agreement; (vii) nomination in writing of two or three directors, as applicable based upon the terms an executed copy of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder IP License Agreement; (viii) an officer’s certificate signed executed copy of each of the Brazilian Closing Agreements; (ix) executed assignment and assumption agreements, substantially in the form attached hereto as Exhibit B (subject to changes in such form as may be required by an officer of East local Laws or as required may be customary in each jurisdiction), with respect to be delivered under Sections 8.3(a) and 8.3(beach Transferred Real Property Lease (collectively, the “Real Property Lease Assignments”); (Ax) certificates representing the Equity Interests in the Transferred Entities, duly endorsed in blank or accompanied with appropriate stock powers and with all stock transfer Tax stamps affixed if stock, or duly executed assignments of such Equity Interests which are not held in the form of stock, or other documents as may be necessary under applicable Laws to transfer ownership of such Equity Interests to Purchaser or its specified designees; (xi) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in certificate from each caserelevant Seller, in form and substance reasonably satisfactory to RandPurchaser, establishing that the transfer of any Transferred Asset that is a United States real property interest within the meaning of Section 897(c) of the Code is exempt from withholding under Section 1445 of the Code; (xxii) a certificate resignations of those officers and directors of any Transferred Entity that Purchaser shall request in writing at least 5 Business Days prior to the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated herebyClosing; (xixiii) certificate of good standing (or the functional equivalent thereof, if any, in the applicable jurisdiction) of each Transferred Entity identified with an asterisk on Schedule B in its applicable jurisdiction of formation dated no earlier than ten Business Days prior to the Closing Date; (xiv) payoff letters and lien releases with respect to any Closing Indebtedness that constitutes indebtedness for borrowed money (and any other liens agreed upon in good faith by the parties), in a copy of form reasonably acceptable to the Shareholder Agreement, duly executed by Eastparties; and (xiixv) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions unaudited consolidated statements of income of the Parties contemplated by this Agreement, duly executed by EastBusiness in a form substantially similar to the “Hyperion P&L” statements contained in the “Project Platinum” online data room (items 3.2.29.1 and 3.2.29.2) for each month in calendar year 2014 ended 45 days or more prior to the Closing Date. (b) Rand Purchaser (and, where applicable, the Country-Specific Purchasers) shall deliver to EastChemtura the following: (i) a counterpart an executed copy of each assignment of the Assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of RandAssumption Agreement; each International Asset Purchase Agreement; each International Stock Purchase Agreement; the Transition Services Agreement; the Supply Agreements; the IP License Agreement; the Real Property Lease Assignments; and the Brazilian Closing Agreements; (ii) all such other documents and instruments of assumption as shall be reasonably necessary for Purchaser (and, where applicable, the Purchased Shares by book entry transfer Country-Specific Purchasers) to an account for East at Rand’s transfer agent;assume the Assumed Liabilities in accordance herewith; and (iii) copies stock certificates or, at Chemtura’s option, evidence of the Management Agreementsshares in book-entry form, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer representing 2,000,000 shares of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by RandPurchaser Common Stock.

Closing Deliveries. At the Closing,, each party shall make, execute, acknowledge and deliver the legal documents and other items (collectively, the “Closing Documents”) necessary to carry out the intention of this Agreement, which Closing Documents and other items shall include, without limitation, the following: (a) East shall deliver or cause a Contribution and Assumption Agreement substantially in the form attached hereto as Exhibit B; (b) for each Contributor, a certificate from the Operating Partnership that effective at the Closing the books and records of the Operating Partnership will indicate that such Contributor is the holder of a number of Units equal to its Affiliates Consideration; (c) an affidavit from each Contributor in the form of Exhibit C, stating, under penalty of perjury, the Contributor’s United States Taxpayer Identification Number and that the Contributor is not a foreign person pursuant to deliversection 1445(b)(2) of the Code and a comparable affidavit satisfying Massachusetts’ and any other state’s withholding requirements, if any; (d) a certificate from each Contributor affirming that the representations and warranties made by such Contributor pursuant to this Agreement remain true and correct in all material respects as applicable, to Rand:of the Closing Date; (e) the Operating Partnership Agreement; (f) intentionally omitted; (g) a lockup agreement in the form attached hereto as Exhibit J; (h) a Registration Rights Agreement substantially in the form attached hereto as Exhibit E; (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, Voting Agreement substantially in the form attached hereto as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)Exhibit G; (iij) if requested by the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directorsCompany, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete certified copies of all resolutions adopted by the members organizational documents for each Contributor that is not an individual, together with certified copies of East all appropriate limited liability company actions authorizing the execution, deliverydelivery and performance by such Contributors of this Agreement, any related documents and the Closing Documents; (k) evidence reasonably satisfactory to the Company that the lender of any money borrowed by SCP, other than those lenders whose loans are being repaid before or immediately after the Closing, has consented to the transaction as required by any loan document or other evidence of indebtedness related to SCP; (l) any other documents reasonably requested by the Company or the Operating Partnership to assign, transfer, convey, contribute and deliver the SCP Interests, free and clear of all Encumbrances, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with effectuate the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xiim) such other documents as may all state and local transfer tax returns and any filings to be made in any applicable governmental jurisdiction in which the Company or the Operating Partnership reasonably believes that it is required by Rand, each to file its organizational documentation or in form and substance satisfactory to Rand, to effect which the intentions recording of the Parties contemplated by this Agreement, duly executed by EastContribution and Assumption Agreement is required. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Rand.

Closing Deliveries. At the Closing, (a) East The Tenant shall duly execute and deliver or cause its Affiliates to deliver, as applicable, to Randon Closing: (i) a counterpart the Lease, the commencement date of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf which will be the date of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)Closing; (ii) the Contributed Loan Notes Contribution Agreement, substantially in the form of the agreement attached hereto as Schedule “B”; (iii) evidence the Reserve Fund Account has been established as required under the Lease together with respect written agreement by the Tenant, in a form acceptable to such Contributed Loansthe Landlord acting reasonably, securing the amount required to be contributed monthly to the Tenant’s reserve account to fund the Capital Repair Cost; (iv) evidence of insurance as required under the Lease; (v) certified copy of the directors' resolution of the Tenant authorizing the transaction; (vi) an acknowledgement the Remediation Work has been completed to the Tenant’s satisfaction except as set out in Section 6 above; (vii) an acknowledgement that all Turnover Deliveries have been provided to it; (viii) Declaration of Compliance with Anti-Harassment/Discrimination Legislation & City Policy attached to the Contribution Agreement as Schedule “G”; (ix) evidence of transfer of utilities; and (x) all other agreements and documentation and all acknowledgements and directions and other documentation required to complete this transaction and to register a satisfactory notice of the Lease on title to the Demised Premises (b) The Landlord shall duly execute and deliver on Closing: (i) the Lease; (ii) the Contribution Agreement; (iii) the Contributed Loan Documents in the possession or control of EastTurnover Deliveries; (iv) such keys, combination or other access devices required to access the Contributed Loan Files in the possession or control of East;Demised Premises; and (v) the Contributed Books all other agreements and Records; (vi) the Cash Consideration by wire transfer of immediately available funds documentation and all acknowledgements and directions and other documentation required to an account of Rand designated in writing by Rand complete this transaction and to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms register a satisfactory notice of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject Lease on title to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by EastDemised Premises. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Rand.

Closing Deliveries. At the Closing,, each of the following Parties shall deliver or cause to be delivered to the designated Party or Parties all of the following, and in the case of executed agreements, documents or instruments, in each case executed by the Party or a duly authorized representative of the Party on such Party's behalf; (a) East The EIS Parties shall deliver or cause its Affiliates to deliver, as applicable, to RandPurchaser: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) Endorsed membership interest certificates for 100% of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)EIS Membership Interests; (ii) A certificate of the Contributed Loan Notes with respect appropriate officer of EIS certifying resolutions approving and authorizing the execution, delivery and performance by it of this Agreement and the Ancillary Agreements to such Contributed Loanswhich it is a party and the consummation by it of the transactions described in this Agreement and the Ancillary Agreements; (iii) Individual Employment Agreements executed by EIS, Wright, X. Xxxxxx and X. Xxxxxx in substantially the Contributed Loan Documents in form attached hereto as Exhibit 3 (the possession or control of East"Employment Agreements"); (iv) An updated balance sheet, showing the Contributed Loan Files in cash balance of the possession or control of East;company upon Closing; and (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds all other items required to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject be delivered pursuant to the provisions of the Shareholder this Agreement;. (viiib) an officer’s certificate signed by an officer of East as Purchaser shall deliver to Seller: (i) all items required to be delivered under Sections 8.3(a) and 8.3(b);pursuant to the provisions of this Agreement; and (Aii) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a A certificate of the Secretary or Assistant Secretary (or equivalent officer) appropriate officer of the East EPIC certifying that attached thereto are true resolutions approving and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, delivery and performance by it of this Agreement and the Ancillary Agreements to which it is a party and the consummation by it of the Stock Purchase, transactions described in this Agreement and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by EastAncillary Agreements. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies Two wire transfers for the requisite sums payable to Sellers as set forth in Section 2.4(a) above, delivered to the following accounts: a) Xxxxxx X. Xxxxxx: Bank: City National Bank of the Management Agreements, duly executed by Rand;Xxxxxx Routing: 000000000 Account: 0000000 (ivb) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) Xxxxxxx X. Xxxxxx and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Rand.Xxxxx X. Xxxxxx Bank: Woodforest National Bank Routing: 000000000 Checking: 5891445

Closing Deliveries. At the Closing,, the parties shall deliver or cause to be delivered the following: (a) East The Contributor shall deliver or cause its Affiliates to deliver, as applicable, to Randthe Company the following: (i) a counterpart copy of each assignment the Contribution and assumption agreement relating to a Contributed Investment AssetAssumption Agreement, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of by the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)Contributor; (ii) an affidavit from the Contributed Loan Notes with respect to such Contributed LoansContributor substantially in the form attached hereto as Exhibit F, duly executed by the Contributor; (iii) a copy of the Contributed Loan Documents Registration Rights Agreement substantially in the possession or control of Eastform attached hereto as Exhibit G (the “Registration Rights Agreement”), duly executed by the Contributor; (iv) a copy of the Contributed Loan Files Stockholders Agreement substantially in the possession or control of Eastform attached hereto as Exhibit H (the “Stockholders Agreement”), duly executed by the Contributor; (v) any other documents that are in the Contributed Books possession of the Contributor or which can be obtained through the Contributor’s reasonable efforts which are reasonably requested by the Company or reasonably necessary or desirable to assign, transfer, convey, contribute and Records;deliver the Column Interest and effectuate the transactions contemplated hereby; and (vi) a certification regarding the Cash Consideration accuracy in all material respects of the representations and warranties of the Contributor contained in this Agreement as of the Closing Date. (b) The Company shall deliver to the Contributor the following: (i) the Share Certificates or evidence of delivery of uncertificated Common Shares by wire book-entry and/or other evidence of the transfer of immediately available funds Common Shares to an account of Rand designated in writing by Rand to Eastthe Contributor; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xiii) a copy of the Shareholder Contribution and Assumption Agreement, duly executed by East; andthe Company; (xiiiii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions a copy of the Parties contemplated by this Registration Rights Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by RandCompany; (iv) an officer’s certificate signed a copy of the Stockholders Agreement, duly executed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) Xxxxxxx X. Xxxxxx and 8.2(b);Xxxxxxx Xxxxxx; and (v) a certificate certification regarding the accuracy in all material respects of the Secretary or Assistant Secretary (or equivalent officer) representations and warranties of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of contained in this Agreement and the Management Agreements and the consummation as of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by RandClosing Date.

Closing Deliveries. At Administrative Agent shall have received each of the Closing, (a) East following documents, instruments and agreements, each of which shall deliver or cause its Affiliates be in form and substance and executed in such counterparts as shall be acceptable to deliverAdministrative Agent and each Bank and each of which shall, as applicableunless otherwise indicated, to Randbe dated the Closing Date: (i) a counterpart Note payable to the order of each assignment and assumption agreement relating to a Contributed Investment AssetBank, each in the amount of such Bank's Commitment, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)by Borrower; (ii) Mortgages duly executed and delivered by Borrower creating first and prior Liens on all Mineral Interests owned by Borrower, including, without limitation, the Contributed Loan Notes with respect to such Contributed LoansApache Properties; (iii) the Contributed Loan Documents in the possession or control of Easta Security Agreement duly executed and delivered by Borrower; (iv) such financing statements on form UCC-1 (or any other form required by Lender in its reasonable discretion) as Administrative Agent shall require to evidence and perfect the Contributed Loan Files Liens created by the Mortgages and the Security Agreement referenced in the possession or control clauses (ii) and (iii) above, each of Eastwhich shall be executed and delivered by Borrower and filed of record in such jurisdictions as Administrative Agent shall require in its sole discretion; (v) the Contributed Books Facility Guarantees duly executed and Recordsdelivered by Venus and EXCO; (vi) the Cash Consideration Subordination Agreement duly executed and delivered by wire transfer of immediately available funds to an account of Rand designated in writing EXCO and acknowledged by Rand to EastVenus; (vii) nomination in writing of two or three directors, as applicable based upon the terms a copy of the Shareholder AgreementArticles of Incorporation and all amendments thereto of EXCO and Venus accompanied by a certificate that such copy is true, to stand for election at the annual meeting of stockholders of Randcorrect and complete, subject to the provisions and dated within ten (10) days of the Shareholder AgreementClosing Date, issued by the appropriate Governmental Authority of the jurisdiction of incorporation or organization of each of EXCO and Venus, and accompanied by a certificate of the Secretary or comparable Authorized Officer of each of EXCO and Venus that such copy is true, correct and complete on the Closing Date; (viii) an officer’s a copy of the Bylaws and all amendments thereto of each of EXCO and Venus accompanied by a certificate signed by an officer of East the Secretary or comparable Authorized Officer of EXCO and Venus that such copy is true, correct and complete as required to be delivered under Sections 8.3(a) and 8.3(b)of the date hereof; (Aix) a certification copy of non-foreign status the Certificate of Organization and all amendments thereto of Borrower accompanied by a certificate that complies with such copy is true, correct and complete and dated within ten (10) days of the requirements Closing Date, issued by the appropriate Governmental Authority of Code Section 1445 the jurisdiction of incorporation or organization of Borrower, and Treasury Regulation Section 1.1445-2(b) accompanied by a certificate of the Secretary or comparable Authorized Officer of Borrower that such copy is true, correct and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Randcomplete on the Closing Date; (x) a copy of the Limited Liability Company Agreement for Borrower together with a certificate from an Authorized Officer of Borrower stating that such copy is a true and correct copy of the Limited Liability Company Agreement for Borrower and that such Limited Liability Company Agreement has not been amended or modified in any respect and is in full force and effect on the Closing Date; (xi) certain certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Administrative Agent has requested relating to the existence of each of EXCO, Venus and Borrower and to the effect that of each of EXCO, Venus and Borrower is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions; (xii) a certificate of incumbency of all officers of each of EXCO, Venus and Borrower who will be authorized to execute or attest to any Loan Paper on behalf of EXCO, Venus or Borrower dated the date hereof, executed by the Secretary or comparable Authorized Officer of such Person; (xiii) copies of resolutions or comparable authorizations approving the Loan Papers and authorizing the transactions contemplated by this Agreement and the other Loan Papers, duly adopted by the Board of Directors of each of EXCO and Venus and the Management Committee of Borrower; accompanied by certificates of the Secretary or Assistant Secretary (or equivalent officer) comparable Authorized Officer of the East certifying each of EXCO, Venus and Borrower that attached thereto such copies are true and complete correct copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the Bylaws of EXCO or Venus and the Limited Liability Company Agreement of Borrower) by the unanimous written consent of the Board of Directors of each of EXCO and Venus and the Management Committee of Borrower; and that such resolutions constitute all the resolutions adopted by the members of East authorizing the executionwith respect to such transactions, deliveryhave not been amended, modified, or revoked in any respect, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all as of the resolutions adopted in connection with the transactions contemplated herebydate hereof; (xixiv) a copy an opinion of Haynxx & Xoonx, X.L.P., counsel for Borrower, EXCO and Venus, dated the date hereof, favorably opining as to the enforceability of each of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each Loan Papers and otherwise in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment Administrative Agent and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of RandBanks; (iixv) an opinion of Clifxx Xxxxxxx, xxecial counsel for Administrative Agent, favorably opining as to the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies enforceability of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by Mortgages in the Chief Executive Officer or the Chief Financial Officer State of Rand as required to be delivered under Sections 8.2(a) Louisiana and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, otherwise in form and substance satisfactory to EastAdministrative Agent and Banks; (xvi) such UCC-11 search reports as Administrative Agent shall require, prepared as of a date not more than twenty (20) days prior to effect the intentions Closing Date, conducted in such jurisdictions and reflecting such names as Administrative Agent shall request; (xvii) a certificate signed by an Authorized Officer of Borrower stating that (A) the representations and warranties contained in this Agreement and the other Loan Papers are true and correct in all material respects, (B) no Default or Event of Default has occurred and is continuing, and (C) all conditions set forth in this Section 7.1 and Section 7.2 have been satisfied; (xviii) a Certificate of Ownership Interests signed by an Authorized Officer of Borrower in the form of Exhibit I attached hereto; (xix) a report or reports in form, scope and detail acceptable to Administrative Agent from environmental engineering firms acceptable to Administrative Agent setting forth the results of a current phase I environmental review of the Parties contemplated Mineral Interests, which report(s) shall not reflect the existence of facts or circumstances which would constitute a material violation of any Applicable Environmental Law or which are likely to result in a material liability to Borrower or any of its Subsidiaries; and (xx) certificates from Borrower's insurance broker setting forth the insurance maintained by this AgreementBorrower, duly executed by Randstating that such insurance is in full force and effect, that all premiums due have been paid and stating that such insurance is adequate and complies with the requirements of Section 9.6.

Closing Deliveries. (a) At the Closing, (a) East shall deliver , the Guarantor or cause its Affiliates to deliverthe Contributor, as applicable, shall execute and deliver, or cause to Randbe executed and delivered, to the Parent and the Acquiror, as applicable: (i) a counterpart Duly executed copies of each assignment all consents, approvals and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) releases required for the consummation of the East Disclosure Scheduletransactions contemplated by this Agreement and the Related Agreements and to permit the Acquiror to acquire all of the Contributed Assets, is required in connection with without violating any Contract or License of the transfer Contributor or any Laws, including, without limitation, Environmental Laws, Environmental Permits and any other requirement of such any Governmental or Regulatory Authority. Additionally, any financing statement terminations and/or releases shall have been filed as necessary to remove any Liens applicable to the Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)Assets; (ii) Prior to the Contributed Loan Notes date of this Agreement, the Contributor has delivered to the Acquiror (A) a commitment for a title policy issued by Title Guaranty Company, El Dorado, Arkansas (the “Title Company”) with respect to the Owned Real Property, insuring title of the Owned Real Property (and specifically insuring as an insured parcel any easements benefiting the Owned Real Property) to be in the Acquiror as of the Closing Date, subject only to those exceptions approved by the Acquiror in writing and (B) copies of the title exception documents referenced in the commitments with respect thereto. Prior to the Closing, the Acquiror will submit any reasonable objections it has with respect to such Contributed Loansexceptions that are noted in the commitment. Based on the foregoing, the Contributor and the Acquiror will cooperate to mutually agree upon the final form of such title commitment which shall be substantially in the form attached hereto as Exhibit B (the “Title Commitment”). At the Closing, the Contributor shall provide to the Acquiror an ALTA Owner’s Policy of Title Insurance in the form contemplated by the Title Commitment (the “Owner’s Policy”), together with a mortgagee’s policy (the “Mortgagee Policy”) in favor of the Royal Bank of Canada, as administrative agent under the Parent’s credit facility, with such endorsements as are specified in the Title Commitment and as may be reasonably requested by such administrative agent (the Owner’s Policy and the Mortgagee’s Policy being referred to herein collectively as, the “Title Policies”), issued by the Title Company and insuring the Owned Real Property (and specifically insuring as an insured parcel any easements benefiting the Owned Real Property), subject only to those exceptions previously approved by the Acquiror in writing, in the aggregate amount of $45,000,000. The Contributor shall be responsible for the payment of all costs and expenses associated the Owner’s Policy, and the Acquiror shall be responsible for the payment of all costs and expenses associated with the Mortgagee Policy. The Contributor shall deliver to the Acquiror and the Title Company any further affidavits, agreements, current survey(s) and assurances necessary to issue the Title Policies; (iii) Prior to the Contributed Loan Documents date of this Agreement, the Contributor, at its expense, has delivered to the Acquiror a current survey of the Owned Real Property made by a registered professional land surveyor that meets the requirements of the Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys jointly established by the American Land Title Association, the American Congress on Surveying and Mapping and the National Society of Professional Surveyors. Prior to the date of this Agreement, the Acquiror has submitted any objections it had with respect to such survey. Based on the foregoing, the Contributor and the Acquiror will cooperate to mutually agree upon the final form of such survey, including the form of surveyor certification noted thereon, which shall be in substantially the possession or control form attached hereto as Exhibit C (the “Survey”). At the Closing, the final form of Eastthe Survey shall be delivered by the Contributor to the Acquiror; (iv) All consents, approvals and/or waivers necessary to assign or transfer to the Contributed Loan Files in the possession Acquiror any and all assignable or control transferable Contracts, Licenses, Environmental Permits or other permissions of EastGovernmental or Regulatory Authorities; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms Certification of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officerContributor’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and as set forth in Treasury Regulation Section 1.1445-2(b); (vi) and The documents contemplated by Section 1.9 of this Agreement; (Bvii) certification pursuant to Code Section 1446(f)(2), in each case, Written instruments in form and substance reasonably satisfactory acceptable to RandAcquiror pursuant to which all liens and security interests granted by the Contributor or the Guarantor with respect to the Contributed Assets are terminated and released and authorizing the filing of all UCC-3 termination statements which may be necessary or appropriate to evidence any such termination and release; (viii) Certified resolutions of the board of directors of the Contributor and the Guarantor authorizing the transactions described herein and in the Related Agreements; (ix) A cross receipt evidencing receipt of the Units representing the Contribution Consideration from the Parent; (x) a A certificate executed by the Contributor and the Guarantor to the effect that each of the Secretary or Assistant Secretary (or equivalent officer) Contributor’s and the Guarantor’s representations and warranties contained herein is true, complete and accurate in all respects as of the East certifying Closing Date as if made on the Closing Date and that attached thereto are true the Guarantor and complete copies the Contributor have complied with all of all resolutions adopted their respective covenants to be performed hereunder prior to Closing (xi) A copy of the certificate previously executed by the members Contributor and the Guarantor on the date of East authorizing the execution, deliverythis Agreement, and performance reconfirmed by such parties as of the Closing Date, to the effect that, at the Closing Date, the transactions contemplated by this Agreement shall not result in any balance sheet impairment to the Guarantor; (xii) A copy of the prior opinion of Xxxxxxx Xxxxx & Associates, Inc. dated as of the date of this Agreement Agreement, stating that the consideration collectively received by the Contributor and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted Guarantor in connection with the transactions contemplated herebycontribution of the assets under this Agreement, is fair, from a financial point of view, to the Contributor and Guarantor, collectively; (xixiii) a copy of the Shareholder Such further instruments and documents, normal and customary for transactions such as those contemplated by this Agreement, duly executed by East; and (xii) such other documents as may be reasonably required for the Parent and the Acquiror to consummate the transactions contemplated hereby, including, without limitation, certificates issued by Randthe appropriate Governmental or Regulatory Authorities in the Guarantor’s or the Contributor’s jurisdiction of incorporation, each certifying the valid existence and good standing of the Guarantor and the Contributor; (xiv) The Noncompetition Agreement, in the form attached hereto as Exhibit G (the “Noncompetition Agreement”); (xv) The Tolling Agreement, the form attached hereto as Exhibit H (the “Tolling Agreement”); and (xvi) An amendment to the Omnibus Agreement revising the definition of the term “Business” used therein to include the refining of crude oil into Products as defined in the Tolling Agreement. (b) At the Closing, the Acquiror and substance satisfactory the Parent, as applicable, shall execute and deliver, or cause to Randbe executed and delivered, to effect the intentions Guarantor and the Contributor, as applicable: (i) The certificates for the Units representing the Contribution Consideration to be issued by the Parent to the Contributor, together with any amendments to the organizational documents of Parent required in connection with the issuance of the Parties Units; (ii) The Noncompetition Agreement; (iii) The Tolling Agreement; (iv) Certified resolutions of each of the general partner of the Acquiror and the Parent authorizing the transactions described herein and in the Related Agreements; (v) Certified resolutions of the Conflicts Committee of the board of directors of the general partner of the Parent authorizing the transactions described herein and in the Related Agreements and stating that such transactions are fair and reasonable to the Parent; (vi) A certificate executed by the Acquiror and the Parent to the effect that each of the Acquiror’s and the Parent’s representations and warranties contained herein is true, complete and accurate in all respects as of the Closing Date as if made on the Closing Date and that Parent and the Acquiror have complied with all of their respective covenants to be performed hereunder prior to Closing; (vii) A copy of the prior opinion of Xxxxxxxx Xxxxx Xxxxxx & Xxxxx Financial Advisors, Inc. (“Xxxxxxxx Xxxxx”), dated as of the date of this Agreement, stating that the consideration to be received by the Parent in exchange for the issuance of the Units pursuant to the Agreement is fair to the Parent from a financial point of view, together with confirmation by Acquiror and Parent that Xxxxxxxx Xxxxx has not withdrawn, modified or qualified such opinion; and (viii) Such further instruments and documents, normal and customary for transactions such as those contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form for the Guarantor and substance satisfactory the Contributor to East, to effect consummate the intentions of the Parties transactions contemplated by this Agreement, duly executed by Randhereby.

Closing Deliveries. At the Closing, (a) East At Closing, Parent shall deliver pay or deliver, or cause its Affiliates to deliverbe paid or delivered, as applicablethe case may be, to RandNightlife: (i) a counterpart of each assignment and assumption agreement relating an amount equal to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)Cash Payment; (ii) an original stock certificate evidencing the Contributed Loan Notes with respect to such Contributed LoansStock Consideration; (iii) Transaction Documents duly executed by the Contributed Loan Documents in the possession or control of East;Acquiring Parties, as applicable; and (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each caseA certificate, in form and substance reasonably satisfactory to Rand; (x) a certificate Nightlife, signed by an authorized officer of each of the Secretary or Assistant Secretary (or equivalent officer) of Acquiring Parties certifying the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are matters described in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by EastSection 7.1. (b) Rand At the Closing, the Transferor Parties shall deliver to EastAcquiror: (i) a counterpart The Transferred Assets, including without limitation, copies of all books, records, files, and documents of each assignment and assumption agreement Transferor relating to any of the Transferred Assets or otherwise related or necessary to the commercial exploitation of the Transferred Assets or the Business, and without limiting the foregoing, electronic media including complete and accurate copies of all Intellectual Property Embodiments and Documentation, with all electronic media to be delivered fully functioning; provided that if Acquiror waives the closing condition that a Contributed Investment AssetRequired Consent be obtained for any Transferred Contract, duly executed on behalf of Randsuch Transferred Contract shall not be assigned to Acquiror at the Closing, but shall instead be assigned at such time as the Required Consent is obtained; (ii) Transaction Documents duly executed by the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agentTransferor Parties, as applicable; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by EastA certificate, in form and substance reasonably satisfactory to EastAcquiror, signed by each Transferor certifying the matters described in Section 6.1; and (iv) All Required Consents set forth on Schedule 6.3, all Governmental Authorizations and all amendments to effect and/or waivers under Transferred Contracts set forth on Schedule 6.4 required to consummate the intentions of the Parties transactions contemplated by this Agreement, duly executed by Rand.

Closing Deliveries. At Acquiring Corporation, Newco and Target Corporation will deliver, or cause to be delivered, on the Closing,Closing Date the following instruments (collectively, the "Transaction Documents") to which they are a party: (a) East shall deliver Other than with respect to Dissenting Shares, letters of transmittal in a form satisfactory to the parties, executed by shareholders of Target Corporation, together with certificates representing the Common Stock or cause its Affiliates to deliver, as applicable, to Rand: affidavits of lost stock certificates in lieu thereof and any bonds (i) a counterpart of each assignment and assumption agreement or other documentation relating to a Contributed Investment Asset, duly executed on behalf ownership of East, its Affiliate (if applicableCommon Stock) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is that may be required in connection therewith, in the reasonable discretion of Acquiring Corporation; (b) Other than with respect to Dissenting Shares, powers of attorney, in a form satisfactory to the transfer parties, executed by shareholders of such Contributed Investment Asset Target Corporation acknowledging their obligations under this Agreement and appointing the Shareholder Representative as their attorney-in-fact; (unless a separate Consent from c) A Noncompetition Agreement between Acquiring Corporation or Surviving Corporation and each such Person has been delivered to Randof Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx, Xxx Xxxxxx and Xxxxxx Xxxxxxx Xxxxxx in substantially the form attached hereto as Exhibit F (the "Noncompetition Agreement"); (iid) An Opinion of Counsel of Target Corporation in substantially the Contributed Loan Notes with respect to such Contributed Loansform attached hereto as Exhibit G; (iiie) A Mutual Release of Claims in substantially the Contributed Loan Documents in form attached hereto as Exhibit I (the possession or control "Release of EastClaims") executed immediately prior to the Merger by Target Corporation and each of the officers and directors of Target Corporation; (ivf) the Contributed Loan Files The Escrow Agreement in the possession or control of Eastform attached hereto as Exhibit E; (vg) the Contributed Books A power of attorney of Target Corporation and Records;its Subsidiaries as provided for in Section 6.2(g); and (vih) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two Such additional information or three directorsdocuments as Acquiring Corporation, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as Newco or Target Corporation shall have reasonably required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and evidence the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Rand.

Closing Deliveries. At the Closing, (a) East On or prior to the Closing, Amyris shall deliver deliver, or cause its Affiliates to deliver, as applicablebe delivered, to Rand: (i) Nikko a counterpart certificate of each assignment and assumption agreement relating Amyris’ Secretary or other duly authorized officer, in a form reasonably acceptable to a Contributed Investment AssetNikko, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand); (ii) the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); certifying that (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete correct copies of all the resolutions adopted by the members of East Amyris authorizing the execution, delivery, delivery and performance of this Agreement and the other documents to which it is a party contemplated hereby and thereby and the consummation of the Stock Purchasetransactions contemplated by this Agreement, and that (B) all such resolutions are in full force and effect and are have not been repealed or contravened, (C) such resolutions constitute all the resolutions adopted in connection with the transactions contemplated by this Agreement and (D) all of its representations and warranties set forth herein are true and correct. Further, on or prior to the Closing, Amyris shall provide (i) written consents to consummate the transaction contemplated hereby;, which are issued by all of the financial institution(s) and other Persons lending money to or providing guarantees for Amyris (and whose consent is required for such consummation), (ii) written consent from Akzo Nobel SPG LLC confirming that the Company is entitled to exercise any and all rights under the Akzo Nobel Agreements or other documentation relating to the Akzo Nobel Agreements reasonably satisfactory to Nikko, (iii) a statement pursuant to Treasury Regulation Section 1.1445-2(b), in a form reasonably satisfactory to Nikko, providing that Amyris is not a “foreign person” for purposes of Section 1445 of the Code, (iv) a list of Amyris’ debt-holders; (v) warranty deed conveying the Real Property to the Company together with any necessary sewer, utility and access easements; (vi) a xxxx of sale and assignment from Amyris conveying to the Company the Assets; (vii) a statement of termination of the UCC financing statement filed for the First Western Bank & Trust (DBA All Lines Leasing); and (viii) financial statements of Glycotech/Salisbury. In relation to Section 3.2.(a)(i), Amyris hereby confirms that it will deliver a letter of waiver and release issued by Stegodon Corporation concerning the transactions contemplated by this Agreement and that no other consent is required to consummate such transactions in accordance with the terms of this Agreement. (xib) On or prior to the Closing, each of Nikko Chemicals and Nissa shall deliver, or cause to be delivered, to Amyris a copy certificate of Nikko Chemicals’ or Nissa’s Secretary, as applicable, or other duly authorized officer, in a form reasonably acceptable to Amyris, certifying that (A) attached are true and correct copies of the Shareholder resolutions of Nikko Chemicals or Nissa, as applicable, authorizing the execution, delivery and performance of this Agreement, duly executed by East; and (xii) such the other documents as may be reasonably required by Rand, each in form and substance satisfactory the other documents to Rand, to effect which it is a party contemplated hereby and thereby and the intentions consummation of the Parties transactions contemplated by this Agreement, duly executed by East. (bB) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are have not been repealed or contravened, (C) such resolutions constitute all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this AgreementAgreement and (D) all of its representations and warranties set forth herein are true and correct. Further, duly executed by Randat the Closing, Nikko shall remit the Initial Purchase Price in accordance with Section 2.2.

Closing Deliveries. At the Closing,, the parties shall make, execute, acknowledge and/or deliver (as required), or cause to be made, executed, acknowledged and/or delivered through the Attorney-in-Fact (see Section 6.1 below), the legal documents and other items (collectively the "Closing Documents") necessary to carry out the intention of this Agreement, which Closing Documents and other items shall include, without limitation, the following: (a) East A Contribution and Assumption Agreement for Contributor's Partnership Interests in the form attached hereto as Exhibit B; (b) An individual quitclaim deed for each Property fully executed and duly acknowledged by Contributor, if an individual, or by each of the individual constituent partners and/or members of Contributor, in the form attached hereto as Exhibit C; (c) The Amendment or the Certificates evidencing the transfer of Partnership Units (if any) to Contributor; (d) Cash equal to the cash portion (if any) of the Total Consideration; (e) A Power of Attorney fully executed and duly acknowledged from Contributor substantially in the form attached hereto as Exhibit E; (f) All books and records, title insurance policies, leases, lease files, contracts, stock certificates, original promissory notes, and other indicia of ownership with respect to each Partnership (and any subsidiary Participating Partnership) shall be delivered to the Operating Partnership which are in Contributor's possession or which can be obtained through Contributor's reasonable efforts in Contributor's capacity as a partner, interest holder, or employee of any of the Partnerships, Maguire Partners Development, Ltd., or any of their respective affilxxxxx; (g) An affidavit from Contributor, stating under penalty of perjury, Contributor's United States Taxpayer Identification Number and that Contributor is not a foreign person pursuant to Section 1445(b)(2) of the Code and a comparable affidavit satisfying California and any other withholding requirements, each in the forms attached hereto as Exhibit F; (h) Any other documents reasonably requested by the Operating Partnership, the Title Company, or reasonably necessary or desirable to assign, transfer, convey, contribute and deliver Contributor's Partnership Interests, free and clear of all Liens and effectuate the transactions contemplated hereby (which are in Contributor's possession or cause its Affiliates to deliverwhich can be obtained through Contributor's reasonable efforts in Contributor's capacity as a partner, interest holder, or employee of any of the Partnerships, Maguire Partners Development, Ltd., or any of their respective affilxxxxx), including, without limitation, any deeds, assignments of ground leases and space leases (as applicable), such documents as may be necessary to Rand:enable a title insurance company (acceptable to the Operating Partnership in its sole discretion) to issue to the Operating Partnership American Land Title Assurances policies of title insurance with appropriate endorsements (including, without limitation, non-imputation endorsements to the extent available) and levels of reinsurance for the Properties issued as of the Closing Date (the "Title Policies"), insuring fee simple and/or leasehold title to all real property and improvements comprising all or any part of the Property Interests to the Operating Partnership as the Operating Partnership may designate, subject only to the Permitted Liens (as defined in Exhibit D hereto), and all state and local transfer tax returns and any filings with any applicable governmental jurisdiction in which the Operating Partnership is required to file its partnership documentation or the recording of the Contribution and Assumption Agreement or deed or other Property Interests transfer documents is required; and (i) If requested by the Operating Partnership, a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand); (ii) the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies certified copy of all appropriate corporate resolutions adopted by the members of East or partnership actions authorizing the execution, delivery, delivery and performance by Contributor of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement any related documents and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are documents listed in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by RandSection 2.3.

Closing Deliveries. At the Closing, (a) East shall At or prior to the Closing, Seller will deliver or cause its Affiliates to deliver, as applicable, be delivered to RandBuyer the following: (i) a counterpart stock powers endorsed in blank necessary to transfer the certificates representing the Shares to Buyer and originals of each assignment all certificated securities representing the Shares and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of all other equity interests in the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)Company; (ii) resignations or terminations of the Contributed Loan Notes directors of each member of the Company Group from their status as directors effective as of the Closing (other than those Persons identified by Buyer prior to Closing with respect to whom such Contributed Loansresignation or termination is not required); (iii) the Contributed Loan Documents certificates referred to in the possession or control of EastSections 7.3(a) and 7.3(b); (iv) a non-foreign affidavit, dated as of the Contributed Loan Files Closing Date, in form and substance required under the possession Treasury Regulations issued pursuant to Section 1445 of the Code, stating that Seller is not a “foreign person” as defined in Section 1445 of the Code (or control if Seller is a disregarded entity, a certificate that Seller is a disregarded entity and the appropriate member of Eastthe Affiliated Group is not a “foreign person” as defined in Section 1445 of the Code); (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Closing Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyCertificate; (vi) a copy of the Shareholder Agreement, duly Seller Parent Guaranty executed by RandSeller Parent Guarantor; (vii) a copy of the Transition Services Agreement executed by Parent and Seller; (viii) each of the Required Third-Party Consents, to the extent required to be executed by a member of the Company Group, a member of the Seller Group, or any other Person (other than the Buyer Group); and (viiix) such other documents as may an instrument of discharge, termination and release, following repayment in accordance with Section 2.3 and Section 2.5(b)(i), of all of the Net Intercompany Debt owed by any member of the Company Group to the Seller Group in accordance with the Intercompany Debt Statement in a form reasonably satisfactory to Buyer. (b) At the Closing, Buyer will deliver or cause to be reasonably required delivered to Seller the following: (i) the Closing Payments (and evidence of receipt thereof), by Eastwire transfer of immediately available funds to the accounts which are designated by Seller at least three (3) Business Days prior to the Closing, in form the amounts determined pursuant to Section 2.3; (ii) the certificates referred to in Sections 7.2(a) and substance satisfactory to East7.2(b); (iii) a copy of the Transition Services Agreement executed by Buyer; (iv) each of the Required Third-Party Consents, to effect the intentions extent required to be executed by a member of the Parties contemplated by this Agreement, duly executed by RandBuyer Group; and (v) the Letter of Credit.

Closing Deliveries. (a) At the Closing, (a) East shall deliver , Target or cause its Affiliates to deliverthe Principal, as applicable, will deliver, or cause to Randbe delivered, to Purchaser, the following: (i) a counterpart closing statement (the “Closing Statement”) containing (1) the consolidated balance sheet of each assignment and assumption agreement relating Target as of 11:59 p.m. on the day prior to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate the Closing Date (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) without giving effect to any of the East Disclosure ScheduleTransactions), is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)2) Target’s Net Working Capital, (3) Target Cash, and (4) Transaction Expenses; (ii) a certificate of good standing for Target issued by Target’s legal jurisidiction of formation and place of principal operation, and a certificate of compliance pertaining to any Permits held by Target, each to be dated within three (3) Business Days prior to the Contributed Loan Notes with respect to such Contributed LoansClosing Date; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directorsa certificate, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed validly executed by an authorized officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); Target, certifying that (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant resolutions, as attached to Code Section 1446(f)(2)such certificate, in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions were duly adopted by the members board of East directors and Principal of Target, as applicable, authorizing and approving the execution, delivery, and performance execution of this Agreement and the consummation of the Stock PurchaseTransactions, and that all such resolutions are remain in full force and effect effect, (B) the Charter Documents attached to such certificate are true and correct, and include all amendments thereto, (C) Target has not experienced a Material Adverse Effect since its organization or formation, (D) the representations and warranties of Target in this Agreement are true and correct as of the Closing Date, (E) all actions and obligations to be performed by Target under this Agreement have been performed as of the resolutions adopted in connection with Closing Date, and (F) the transactions contemplated herebyDisclosure Schedule is true and accurate as of the Closing Date; (xiiv) copies reasonably acceptable to Purchaser of all consents, approvals and notices required to be obtained or made to consummate the Transactions; (v) payoff letters or final invoices in a copy form reasonably acceptable to Purchaser from each of the Shareholder Agreementparties to which any of the Transaction Expenses are payable; (vi) executed documents reasonably acceptable to Purchaser to allow Target, duly executed effective as of the Closing, to transfer all Target bank account authorizations to representatives designated by EastPurchaser; (vii) the minute books and all other books and records of Target and any of its Subsidiaries; and (xiiviii) such all other certificates, instruments and other documents as may be reasonably required requested by Rand, each in form and substance satisfactory Purchaser to Rand, to effect complete the intentions of the Parties contemplated by this Agreement, duly executed by EastTransactions. (b) Rand shall deliver At the Closing, Purchaser will deliver, or cause to Eastbe delivered, to the Principal, the following: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly the executed on behalf of Rand;Promissory Note; and (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreementsall other certificates, duly executed by Rand; (iv) an officer’s certificate signed instruments and other documents reasonably requested by the Chief Executive Officer or Representative to complete the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by RandTransactions.

Closing Deliveries. At the Closing, (a) East , the parties shall deliver make, execute, acknowledge and deliver, or cause its Affiliates to deliver, as applicable, to Rand: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand); (ii) the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be made, executed, acknowledged and delivered under Sections 8.3(a) and 8.3(b); through the Attorney-in-Fact (A) a certification of non-foreign status that complies with the requirements of Code see Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(26.1 below), in each case, in form the legal documents and substance reasonably satisfactory other items (collectively the “Closing Documents”) necessary to Rand; (x) a certificate of carry out the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance intention of this Agreement and the consummation other transactions contemplated to take place in connection therewith, which Closing Documents and other items shall include, without limitation, the following: (a) The Contribution and Assumption Agreement in the form attached hereto as Exhibit B; (b) A duly executed and notarized grant deed (the “Deed”) in the form provided for under the law of the Stock PurchaseState of California and otherwise in conformity with the custom in the jurisdiction where each Property is located and satisfactory to the Operating Partnership, conveying good, indefeasible and marketable fee simple title to the Property, subject only to the Permitted Exceptions; (c) The OP Agreement; (d) The Registration Rights Agreement between each Contributor, certain other parties and the Company; (e) The Amendment or the Certificates evidencing the transfer of Partnership Units to the Contributor; (f) The Management Agreement, as defined in Section 4.2(b) below; (g) The Contributors shall deliver all books and records, title insurance policies, leases, lease files, contracts, stock certificates, original promissory notes, and that all such resolutions other indicia of ownership or interest with respect to the Properties which are in full force each Contributor’s possession or which can be obtained through such Contributor’s reasonable efforts along with appropriate evidence of Contributors’ assignment thereof; (h) An affidavit from each Contributor, stating under penalty of perjury, the Contributor’s United States Taxpayer Identification Number and effect that the Contributor is not a foreign person pursuant to Section 1445(b)(2) of the Code and are all a comparable affidavit satisfying California and any other withholding requirements; (i) The Contributors shall deliver a beneficiary’s statement or other evidence satisfactory to the resolutions adopted OP in connection with its sole discretion confirming the outstanding principal balance and term of each Existing Loan to be assumed by the Operating Partnership; (j) The Contributors shall deliver any other documents reasonably requested by the Operating Partnership or reasonably necessary or desirable to assign, transfer, convey, contribute and deliver the Contributor’s Property Interests (subject to the Permitted Exceptions) and effectuate the transactions contemplated hereby, including, without limitation, and only to the extent applicable, quitclaim deeds and/or grant deeds, assignments of ground leases, air space leases and space leases, bills of sale, assignments, and all state and local transfer tax returns and any filings with any applicable governmental jurisdiction in which the Operating Partnership is required to file its partnership documentation or the recording of the Contribution and Assumption Agreement or Deed or other Property Interests transfer documents as required; (xik) a copy of the Shareholder Agreement, duly executed by East; and (xii) such Any other documents as may be reasonably required by Rand, necessary to enable the Title Company to issue to the Operating Partnership at Closing the Title Policies with a one hundred percent (100%) coverage for each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated Properties (with a tie-in endorsement with respect to the Properties located in any state for which such tie-in endorsements can be issued) and levels of reinsurance for the Properties as reasonably acceptable to the Operating Partnership, insuring fee simple title to all real property and improvements comprising all or any part of the Property Interests to the Operating Partnership as the Operating Partnership may designate, subject only to the Permitted Exceptions; (l) If requested by the Operating Partnership, a certified copy of all appropriate corporate resolutions or partnership actions authorizing the execution, delivery and performance by each Contributor of this Agreement, duly executed by East.any related documents and the documents listed in this Section 2.3; (bm) Rand Contributors shall deliver estoppel certificates from the tenants listed on Schedule 2.3(m) in the form required pursuant to East: (i) a counterpart of each assignment and assumption agreement relating such tenants’ respective leases, or if such estoppel certificates cannot be obtained by the Contributors after commercially reasonable efforts to a Contributed Investment Assetobtain such certificates, duly executed then the Contributors shall deliver any such estoppel certificates on behalf of Rand; any such tenants for purposes of satisfying this condition to Closing (iiin such event representations and warranties contained in such estoppel certificate(s) delivered by the Purchased Shares by book entry transfer Contributors shall be deemed to an account for East at Rand’s transfer agent; (iii) copies be part of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by representations and warranties of the Chief Executive Officer Contributors under Article 3 of Exhibit C for all purposes under this Agreement which shall be dated on or after the Chief Financial Officer date of Rand as required to be delivered under Sections 8.2(a) this Agreement and 8.2(bon or before the Closing Date); (vn) a certificate A notice to each tenant substantially in the form of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyExhibit E; (vio) The Contributors, as applicable, shall deliver to the Operating Partnership possession of each Property; (p) The Operating Partnership and the Company, on the one hand, and each Contributor, on the other hand, shall provide to the other a copy certification regarding the accuracy of each of their respective representations and warranties herein and in this Agreement as of such date. Each Contributor shall provide a certification that it has performed the Shareholder Agreement, duly executed respective covenants required to be performed by Randthem prior to Closing; (q) Pledge Agreement in the form attached hereto as Exhibit H; and (viir) such other documents An opinion of counsel in substantially the form attached hereto as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Rand.Exhibit I.

Closing Deliveries. At the Closing, (a) East Concurrently with the execution and delivery of this Agreement, the Company shall deliver to Purchaser a copy of each Transaction Document, executed by each party thereto other than Purchaser. (b) Concurrently with the execution and delivery of this Agreement, the Company shall deliver to the Purchaser the legal opinion of Xxxxxx and Xxxxxx P.A., counsel to the Company, addressed to the Purchaser and dated concurrently with this Agreement, in substantially the form attached hereto as Annex V to this Agreement. (c) Concurrently with the execution and delivery of this Agreement, the Company shall deliver to the Purchaser a certificate of the Company signed on behalf of the Company by the principal executive officer and by the chief financial or cause its Affiliates to deliverchief accounting officer of the Company, in their capacities as applicablesuch, dated the date of this Agreement, to Randthe effect that each of such persons has carefully examined this Agreement and each of the other Transaction Documents, and that: (i) the representations and warranties of the Company and the Guarantors in this Agreement and each of the other Transaction Documents are true and correct; (ii) no stop order suspending the qualification or exemption from qualification of the Securities shall have been issued and no proceedings for that purpose shall have been commenced or, to the knowledge of the Company, be contemplated; (iii) since the date of the most recent financial statements included in the SEC Filings, there has been no material adverse change in the condition, financial or otherwise, business, prospects or results of operation of the Company and the Subsidiaries, taken as a counterpart whole; (iv) none of each assignment the SEC Filings or any amendment or supplement thereto includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (v) subsequent to the respective dates as of which information is given in the SEC Filings: (A) neither the Company nor any of the Subsidiaries has incurred up to and assumption agreement relating including the date of this Agreement, other than in the ordinary course of its business, any material liabilities or obligations, direct or contingent; (B) neither the Company nor any of the Subsidiaries has paid or declared any dividends or other distributions on its capital stock; (C) neither the Company nor any of the Subsidiaries has entered into any material transactions not in the ordinary course of business; (D) there has not been any change in the capital stock (other than pursuant to the Company’s stock option plan or stock purchase plan or the exercise of warrants outstanding on such respective dates) or the short-term or long-term debt of the Company or any of the Subsidiaries; (E) neither the Company nor any of the Subsidiaries has sustained any material loss or damage to its property or assets, whether or not insured; and (F) there is no litigation which is pending or, to the Company’s knowledge, threatened or contemplated against the Company or any of its Affiliates which would, if decided adversely, have a Contributed Investment AssetMaterial Adverse Effect. (d) Concurrently with the execution and delivery of this Agreement, duly executed the Company shall have delivered to Purchaser a certificate signed on behalf of Eastthe Company by the secretary of the Company, its Affiliate (if applicable) and each Person from whom a Consentin his capacity as such, dated the date of this Agreement, as set forth on Section 5.13(jto: (i) the absence of any contemplated proceeding for the merger, consolidation, liquidation or dissolution of the East Disclosure ScheduleCompany or any Subsidiary, is required in connection with as the transfer case may be, or the sale of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)all or substantially all of its assets; (ii) the Contributed Loan Notes due adoption and full force and effect of the By-laws of the Company (with respect to such Contributed Loansa copy of the By-laws attached); (iii) resolutions adopted by the Contributed Loan Board of Directors of the Company and/or a committee thereof authorizing the Securities and the consummation of the transactions contemplated by this Agreement and each of the other Transaction Documents in the possession or control (with copies of East;such resolutions attached); and (iv) the Contributed Loan Files in the possession or control incumbency, authorization and signatures of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms those officers of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by Company signing this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s other Transaction Documents and/or any certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Randtherewith.

Closing Deliveries. At the Closing, (a) East , the parties shall deliver make, execute, acknowledge and deliver, or cause its Affiliates to deliver, as applicable, to Rand: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand); (ii) the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be made, executed, acknowledged and delivered under Sections 8.3(a) and 8.3(b); through the Attorney-in-Fact (A) a certification of non-foreign status that complies with the requirements of Code see Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(26.1 below), in each case, in form the legal documents and substance reasonably satisfactory other items (collectively the “Closing Documents”) necessary to Rand; (x) a certificate of carry out the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance intention of this Agreement and the consummation other transactions contemplated to take place in connection therewith, which Closing Documents and other items shall include, without limitation, the following: (a) The Transfer and Assumption Agreement in the form attached hereto as Exhibit A; (b) All books and records, title insurance policies, leases, lease files, contracts and other indicia of Transferor’s ownership with respect to the Membership Interest (and any subsidiary of the Stock PurchaseLLC) necessary to affect the transfer under Section 1.1 and which are in the Transferor’s possession or which can be obtained through the Transferor’s reasonable efforts along with appropriate evidence of Transferor’s assignment thereof; (c) An affidavit from the Transferor, stating under penalty of perjury, the Transferor’s United States Taxpayer Identification Number and that the Transferor is not a foreign person pursuant to Section 1445(b)(2) of the Code and a comparable affidavit satisfying California and any other withholding requirements; (d) Any other documents reasonably requested by the Operating Partnership or reasonably necessary or desirable to assign, transfer, convey, contribute and deliver the Transferor’s Membership Interest, free and clear of all such resolutions are in full force Liens or, if the Operating Partnership elects, the Property directly and effect and are all the resolutions adopted in connection with effectuate the transactions contemplated hereby; , including, without limitation, and only to the extent applicable, quitclaim deeds and/or grant deeds (xi) a copy if transferred directly), bills of sale, assignments, and all state and local transfer tax returns and any filings with any applicable governmental jurisdiction in which the Operating Partnership is required to file its partnership documentation or the recording of the Shareholder Agreement, duly executed by EastTransfer and Assumption Agreement or deed or other Property Interests transfer documents is required; and (xiie) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed If requested by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) Operating Partnership, a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies certified copy of all appropriate corporate resolutions adopted by the Rand Board or partnership actions authorizing the execution, delivery, delivery and performance by the Transferor of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Randany related documents and the documents listed in this Section 2.3.

Closing Deliveries. At The Buyer shall have received at or prior to the Closing,Closing such documents, instruments or certificates as the Buyer may reasonably request including, without limitation: (a) East the stock certificates representing the Shares; (b) such certificates of the Company's officers and directors and of the Stockholders and such other documents evidencing satisfaction of the conditions specified in this Section 8 as the Buyer shall deliver reasonably request; (c) a certified copy of the commercial registry (tokibo-tohon) of the Company issued by the Japanese Legal Affairs Bureau as to the legal existence of the Company in Japan and certificates of the appropriate governmental agency as to the legal existence and good standing (if applicable) of each of the Subsidiaries in their respective jurisdictions of organization; (d) certificates of an authorized director of the Company attesting to the incumbency of the Company's officers, the authenticity of the resolutions authorizing the transactions contemplated by this Agreement (an executed original of such resolutions to be attached to such certificate), and the authenticity and continuing validity of the Articles of Incorporation delivered pursuant to Section 3.1; (e) where required by the applicable Lease, estoppel certificates from each lessor from whom the Company or cause its Affiliates any Subsidiary leases real or personal property consenting to deliverthe acquisition of the Shares by the Buyer and the other transactions contemplated hereby, and representing that there are no outstanding claims against the Company or such Subsidiary under such Lease; (f) where required by the applicable Lease, estoppel certificates from each tenant to whom the Company or any Subsidiary leases real property consenting to the acquisition of the Shares by the Buyer and the other transactions contemplated hereby, and representing that there are no outstanding claims against the Company or such Subsidiary under such Lease; (g) certificates of appropriate governmental officials in each jurisdiction (other than Japan) in which the Company or any Subsidiary is required to qualify to do business as a foreign corporation as to the due qualification and good standing (including tax) of the Company or Subsidiary, as applicablethe case may be; (h) written resignation of the Company's statutory auditor, to Rand:effective upon the Closing; (i) a counterpart the written resignation of each assignment non-employee officer and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) director of the East Disclosure ScheduleCompany or a Subsidiary as the Buyer, is required in connection with on or prior to December 20, 2001, shall have requested the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered Company or the Stockholders to Rand)obtain; (iij) the Contributed Loan Notes with respect to such Contributed Loansoriginal corporate minute books of the Company and all corporate seals; (iiik) a cross receipt executed by the Contributed Loan Documents in the possession or control of EastStockholders; (ivl) stock certificates representing the Minority Shares being sold by the Selling Minority Stockholders, which together with the Shares, will equal 97.1% or more of all the outstanding shares of capital stock of the Company; and (m) the Contributed Loan Files in Minority Stock Purchase Agreements, executed by the possession Selling Minority Stockholders, and any certificates, documents or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as other papers required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with by the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate Selling Minority Stockholders at the closing of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Minority Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by EastPurchase Agreements. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Rand.

Closing Deliveries. (a) At the Closing, (a) East shall deliver or cause its Affiliates to deliver, Sellers and/or the Members, as applicable, will deliver to RandBuyer: (i) a counterpart certificate of each assignment and assumption agreement relating to a Contributed Investment Assetnon-foreign status executed by Sellers in compliance with United States Treasury Regulation Section 1.1445-2(b)(2). (ii) certificates, dated as of the date on which the Closing occurs, executed by Sellers certifying the matters in Section 6.5. (iii) duly executed copies of all consents and approvals required for the consummation of the transactions contemplated by this Agreement, including without limitation, the consents listed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(jPart 3.2(b) of the East Disclosure Schedule. (iv) certified resolutions of the board of directors, is required partners, managers, stockholders, members or other governing authority of Sellers authorizing the transactions contemplated by this Agreement. (v) the documents contemplated by Section 2.2, including the Assignment and Xxxx of Sale executed by Xxxxx and Silversword. (vi) a deed in the form attached as EXHIBIT C, conveying title to Land. (vii) releases of Liens on the Purchased Assets. (viii) a detail of all expenditures made by Silversword related to the Construction Project that are subject to reimbursement under Section 1.7. (ix) the Charis Equity, together with any instruments of assignment necessary in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand); (ii) the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand;thereof. (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required requested by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by EastBuyer. (b) Rand shall At the Closing, Buyer will deliver to EastXxxxx, Silversword and the Members, as applicable: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand;the Purchase Price in accordance with Section 1.4. (ii) a certificate, dated as of the Purchased Shares date on which the Closing occurs, executed by book entry transfer to an account for East at Rand’s transfer agent;Buyer and certifying the matters set forth in Section 7.3. (iii) certified copies of resolutions of the Management Agreements, duly executed board of directors of Buyer and Xxxxxxxx authorizing the transactions contemplated by Rand;this Agreement. (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required requested by EastSellers. (c) In addition to the foregoing, at the Closing, Buyer and Xxxxx Xxxxxx shall execute and deliver an employment agreement, substantially in the form attached hereto as EXHIBIT D-1, and substance satisfactory to EastBuyer and Xxxx Xxxxx and Xxxxx Xxxxx shall execute a consulting agreement, to effect substantially in the intentions of the Parties contemplated by this Agreement, duly executed by Randform attached hereto as EXHIBIT D-2.

Closing Deliveries. (a) At the Closing, (a) East shall deliver or cause its Affiliates to deliver, the Essex Parties, as applicable, shall deliver to Rand:the JV Holding Company or Nexans, as applicable, (i) a counterpart certificate executed by a duly authorized officer of each assignment and assumption agreement relating Essex as to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as compliance with the conditions set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)Sections 5.3.1 and 5.3.2 hereof; (ii) the Contributed Loan Notes Ancillary Documents to which it is contemplated that an Essex Party will be a party; (iii) a written instrument signed by Essex Netherlands, Participations and the JV Holding Company to the effect that the JV Holding Company has received and acknowledges having notice of the provisions of the Shareholders Agreement, that transfers of shares of the JV Holding Company made in accordance with respect the Shareholders Agreement have received the consent of Essex Netherlands and Participations (which consent may not be revoked without the approval of both of them), and that capital increases effected in accordance with the Shareholders Agreement have received the consent of Essex Netherlands and Participations (which consent may not be revoked without the approval of both of them); (iv) stock transfer forms and other conveyance documents necessary to transfer the Essex UK Shares to the JV Holding Company; and (v) all other documents required to be entered into by an Essex Party pursuant hereto or reasonably requested by Nexans to consummate the transactions contemplated hereby. (b) At the Closing, the Nexans Parties, as applicable, shall deliver to the JV Holding Company or Essex, as applicable, (i) a certificate executed by a duly authorized officer of Nexans as to compliance with the conditions set forth in Sections 5.2.1 and 5.2.2 hereof; (ii) such Contributed Loansdeeds, instruments of assignment, certificates of title and other conveyance documents as are reasonably requested by Essex in order to effectuate the conveyance, transfer and assignment to (A) German Newco of the real property described on Exhibit 2.2.7; and (B) the JV Holding Company of the Nexans Registered Intellectual Property included in the Nexans Owned Intellectual Property required to be transferred pursuant to Section 2.2.7. (iii) the Ancillary Documents to which it is contemplated that a Nexans Party will be a party; (iv) a written instrument signed by Essex Netherlands, Participations and the JV Holding Company to the effect that the JV Holding Company has received and acknowledges having notice of the provisions of the Shareholders Agreement, that transfers of shares of the JV Holding Company made in accordance with the Shareholders Agreement have received the consent of Essex Netherlands and Participations (which consent may not be revoked without the approval of both of them), and that capital increases effected in accordance with the Shareholders Agreement have received the consent of Essex Netherlands and Participations (which consent may not be revoked without the approval of both of them); and (v) all other documents required to be entered into by a Nexans Party pursuant hereto or reasonably requested by Essex to consummate the transactions contemplated hereby. (c) At the Closing, the parties shall cause the JV Holding Company and its Subsidiaries to deliver to the applicable Essex Entities or Nexans Entities the following: (i) the Subordinated Note; (ii) the Cash Consideration; (iii) the Contributed Loan Ancillary Documents in the possession or control of Eastto which it is contemplated that it will be a party; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b)Credit Facility; (v) a certificate written instrument signed by Essex Netherlands, Participations and the JV Holding Company to the effect that the JV Holding Company has received and acknowledges having notice of the Secretary or Assistant Secretary (or equivalent officer) provisions of the Company certifying Shareholders Agreement, that attached thereto are true and complete copies transfers of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation shares of the Stock PurchaseJV Holding Company made in accordance with the Shareholders Agreement have received the consent of Essex Netherlands and Participations (which consent may not be revoked without the approval of both of them), and that all such resolutions are capital increases effected in full force and effect and are all the resolutions adopted in connection accordance with the transactions contemplated hereby Shareholders Agreement have received the consent of Essex Netherlands and therebyParticipations (which consent may not be revoked without the approval of both of them); (vi) a copy of stock transfer forms and other conveyance documents necessary to transfer the Shareholder AgreementHi-Wire Shares, duly executed by Randthe Flytex Shares, the Nexans Portugal Shares and the German Newco Shares to the JV Holding Company; and (vii) such all other documents as may required to be entered into by the JV Holding Company pursuant hereto or reasonably required requested by East, in form and substance satisfactory Essex or Nexans to East, to effect consummate the intentions of the Parties transactions contemplated by this Agreement, duly executed by Randhereby.

Closing Deliveries. At the Closing, (a) East , the parties shall deliver make, execute, acknowledge and deliver, or cause its Affiliates to deliver, as applicable, to Rand: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand); (ii) the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(amade, executed, acknowledged and delivered, the legal documents and other items (collectively the “Closing Documents”) and 8.3(b); (A) a certification of non-foreign status that complies with necessary to carry out the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance intention of this Agreement and the consummation other transactions contemplated to take place in connection therewith, which Closing Documents and other items shall include, without limitation, the following: 3.3.1 The Contribution and Assumption Agreement in the form attached hereto as Exhibit B; 3.3.2 A duly executed and notarized special warranty deed (the “Deed”), in the form provided for under the law of the Stock PurchaseState of Colorado and otherwise in conformity with the custom in the jurisdiction where the Property is located and in form and substance satisfactory to the Operating Partnership, as required by Title Company in order to issue the Title Policy subject only to the Permitted Liens; 3.3.3 The OP Agreement; 3.3.4 The Amendment evidencing the transfer of Series T Limited Units to the Contributor; 3.3.5 The Contributor shall deliver all books and records, title insurance policies, leases, lease files, contracts, stock certificates, original promissory notes, and that all such resolutions other indicia of ownership or interest with respect to the Property which are in full force the Contributor’s possession or which can be obtained through the Contributor’s reasonable efforts along with appropriate evidence of the Contributor’s assignment thereof; 3.3.6 An affidavit from the Contributor, stating under penalty of perjury, the Contributor’s United States Taxpayer Identification Number and effect that the Contributor is not a foreign person pursuant to Section 1445(b)(2) of the Code and are all a comparable affidavit satisfying any applicable federal and state law and Section 4.2.8 and any other withholding requirements; 3.3.7 The Contributor shall deliver a beneficiary’s statement or other evidence satisfactory to the resolutions adopted Operating Partnership in connection with its sole discretion confirming the outstanding principal balance and term of the Existing Loan to be assumed by the Operating Partnership; 3.3.8 The Contributor shall deliver any other documents reasonably requested by the Operating Partnership or reasonably necessary or desirable to assign, transfer, convey, contribute and deliver the Contributor’s Property (subject to the Permitted Liens) and effectuate the transactions contemplated hereby, including, without limitation, and only to the extent applicable, deeds, assignments of ground leases, air space leases and space leases, bills of sale, assignments, and all state and local transfer tax returns and any filings with any applicable governmental jurisdiction in which the Operating Partnership is required to file its partnership documentation or the recording of the Contribution and Assumption Agreement or Deed or other Property transfer documents as required; ​ ​ ​ 3.3.9 If requested by the Operating Partnership, a certified copy of all appropriate corporate resolutions or partnership actions authorizing the execution, delivery and performance by the Contributor of this Agreement, any related documents and the documents listed in this Section 3.3; (xi) a copy 3.3.10 The Contributor shall deliver to the Operating Partnership possession of the Shareholder AgreementProperty; 3.3.11 The Operating Partnership, duly executed on the one hand, and the Contributor, on the other hand, shall provide to the other a certification regarding the accuracy of each of their respective representations and warranties herein and in this Agreement as of such date; 3.3.12 The Contributor shall deliver an affidavit as may be required by East; and (xii) such other documents the Title Company to delete from the Title Policy the mechanics’ lien exceptions and to issue mechanics’ lien title endorsements as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of RandOperating Partnership; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Rand.

Closing Deliveries. At On the Closing,Closing Date, the parties shall make, execute, acknowledge and deliver, or cause to be made, executed, acknowledged and delivered, through the Power of Attorney or the Attorney-in-Fact (described in Article 5 hereof), the OP Agreement and other legal documents and items required to be executed or delivered in connection with the Closing (collectively the “Closing Documents”) to which it is a party or for which it is otherwise responsible that are necessary to carry out the intention of this Agreement and the other transactions contemplated to take place in connection therewith. The Closing Documents and other items to be delivered at the Closing shall be the following: (a) East shall deliver or cause its Affiliates to deliver, The Contribution and Assumption Agreement in the form attached hereto as applicable, to Rand:Exhibit B; (ib) The OP Agreement and the Articles; (c) The Amendment or other evidence of the transfer of OP Units to Contributor and by Contributor to its Participants; (d) Evidence of the DTC Registered REIT Stock, which shall bear substantially the legend set forth in the Articles or a counterpart written statement of each assignment and assumption agreement relating information that the Company will furnish a full statement about certain restrictions on transferability to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, stockholder as set forth in the Articles on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)request and without charge; (iie) An affidavit from Contributor (or, if Contributor is a disregarded entity within the Contributed Loan Notes with respect to meaning of Section 1.1445-2(d)(2)(iii), the sole owner of Contributor for such Contributed Loans; (iiipurposes) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with satisfying the requirements of Code Section 1445 and Treasury Regulation Section Regulations section 1.1445-2(b2(b)(2); (f) The release executed by Operating Partnership and the Company in favor of the employees and Affiliates of the Supervisor in the form attached hereto as Exhibit E; (g) A copy of the most recent as-built survey of the Property, if any; (h) Any other documents that are in the possession of Contributor or which can be obtained through Contributor’s reasonable efforts which are reasonably requested by the Company or the Operating Partnership or that are reasonably necessary or desirable to assign, transfer, convey, contribute and deliver the Property Interest of Contributor directly, free and clear of all Liens (other than the Permitted Encumbrances) and effectuate the transactions contemplated hereby, including, without limitation, and only to the extent applicable, grant deeds (Bif transferred directly), assignments of ground leases, air space leases and space leases, bills of sale, general assignments and all state and local transfer Tax returns and any filings with any applicable governmental jurisdiction in which the Operating Partnership is required to file its partnership documentation or the recording of deeds or other Property Interest transfer documents is required; (i) certification pursuant An assignment of operating lease in substantially the form attached as Exhibit F, or in such form as is customary in the applicable jurisdiction which the Title Company shall require in order to Code issue the Title Policies; (j) A standard owner’s affidavit executed by Contributor to the extent necessary to enable the Title Company to issue to the Operating Partnership or its Subsidiary, effective as of the Closing, with respect to the Property, either (i) an ALTA extended coverage owner’s or leasehold policy of title insurance (in current form), with such endorsements thereto as the Operating Partnership may reasonably request (including, without limitation, non-imputation endorsements) or (ii) such endorsements to the currently held owner’s or leasehold policy of title insurance for the Property as the Operating Partnership may reasonably request (including, without limitation, date-down, “Fairway” and co-insurance endorsements), in either event with coverage for the Property equal to the an amount reasonably acceptable to the Operating Partnership, and with a tie-in endorsement with respect to all Contributed Properties located in any state for which such tie-in endorsements can be issued for an owner’s or leasehold policy of title insurance, and levels of reinsurance for the Property as reasonably acceptable to the Operating Partnership, insuring fee simple and/or leasehold title (as applicable) to all real property and improvements comprising the Property in the name of the Operating Partnership (or a Subsidiary thereof, as the Operating Partnership may designate), subject only to the Permitted Encumbrances (collectively, the “Title Policies”); (k) The Operating Partnership and the Company on the one hand and Contributor on the other hand shall provide to the other a certified copy of all appropriate corporate resolutions or partnership or limited liability company actions authorizing the execution, delivery and performance by the Operating Partnership and the Company (if so requested by Contributor) and Contributor (if so requested by the Operating Partnership or the Company) of this Agreement, any related documents and the documents listed in this Section 1446(f)(2)2.3; (l) Any Tenant Estoppels, any Ground Lease Estoppels and any other tenant estoppel certificates, in each case, to the extent obtained by the Contributor in form and substance reasonably satisfactory to Randaccordance with Section 2.1(b)(viii); (xm) The Operating Partnership and the Company on the one hand and Contributor on the other hand shall provide to the other a certificate certification regarding the accuracy in all material respects of each of their respective representations and warranties in this Agreement at the Secretary Closing Date (except to the extent that any representation or Assistant Secretary (or equivalent officer) warranty speaks as of the East certifying that attached thereto are an earlier date, in which case it must be true and complete copies correct only as of that earlier date and except for such representations and warranties that are qualified by materiality or Material Adverse Effect, which representations and warranties shall be certified as being accurate in all resolutions adopted by the members of East authorizing the executionrespects); (n) Any books, delivery, records and performance of this Agreement and the consummation of the Stock Purchase, and Organizational Documents relating to Contributor that all such resolutions are in full force and effect and are all the resolutions adopted possession of Contributor or which can be obtained through Contributor’s reasonable efforts; (i) All documents reasonably required by a Lender in connection with the transactions contemplated hereby; assumption or prepayment of an Existing Loan at or prior to Closing and (xiii) a copy of the Shareholder AgreementExisting Loan Release or the Existing Loan Indemnity Agreement in substantially the form attached hereto as Exhibit C (unless such Existing Loans are repaid at or prior to Closing), as applicable, in each case, duly executed by Eastthe applicable party; and (xiip) such other documents An assignment of Excluded Assets from the Company, the Operating Partnership or a Subsidiary, as may be reasonably required by Randapplicable, each in form and substance satisfactory to Randfavor of Contributor, to effect achieve the intentions of the Parties distributions contemplated by this Agreementunder Section 1.4, duly executed by Eastif applicable. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Rand.

Closing Deliveries. At the Closing,, GPP shall deliver to Brigxx xxx following documents, in each case duly executed or otherwise in proper form: (a) East shall deliver or cause its Affiliates to deliverthe GPP Closing Certificate; (b) the GPP Counsel Opinion; (c) certified copies of the resolutions of the Board of Directors and the shareholders of GPP, authorizing and approving this Agreement and the consummation of the transactions contemplated by this Agreement; (d) the Escrow Agreement and Paying Agent Agreement; (e) an affidavit of GPP and any Affiliate owning real property stating that such Person is not a "foreign person", as applicabledefined in Section 1445(f)(3) of the Code; (f) a copy of the Certificate or Articles of Incorporation of GPP, GPPD and GPPW, as the case may be, and a copy of the Certificate of Organization of LLC certified by the appropriate jurisdiction of incorporation; and a copy of the Bylaws of GPP, GPPD and GPPW and of the Operating Agreement of LLC certified by the secretary or other appropriate officer of GPP and each Affiliate, respectively; (g) incumbency certificates relating to Rand:each person executing any document executed and delivered to Brigxx xx GPP or an Affiliate pursuant to the terms hereof; (h) resignations of each director of each Affiliate; (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) certificate of the East Disclosure Schedule, is required in connection with the transfer Chief Financial Officer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand); (ii) the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each caseGPP, in form and substance reasonably satisfactory to RandBrigxx, xxrtifying that: (A) the Existing Indebtedness, excluding revolving credit loans, is less than $194,000,000; (xj) a certificate of the Secretary or Assistant Secretary good standing certificates (or equivalent officertheir equivalent) of the East certifying that attached thereto are true for GPP and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by Easteach Affiliate; and (xiik) such other documents as may be documents, instruments or writings reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of to Brigxx xx or prior to the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of Closing pursuant to this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other certificates of authority and documents as may be Brigxx xxx reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Randrequest.

Closing Deliveries. At the Closing, (a) East , the parties shall deliver make, execute, acknowledge and deliver, or cause its Affiliates to deliverbe made, as applicableexecuted, acknowledged and delivered through the Attorney-in-Fact (see ARTICLE 6.1 below), the legal documents and other items (collectively the "CLOSING DOCUMENTS") necessary to Randcarry out the intention of this Contribution Agreement, which Closing Documents and other items shall include, without limitation, the following: (i) a counterpart of A Contribution and Assumption Agreement for each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)Partnerships; (ii) An individual quitclaim deed for each Property fully executed and duly acknowledged from each of the Contributed Loan Notes with respect to such Contributed Loansindividual constituent partners and/or members of the Contributor, as required by the Operating Partnership; (iii) An Assignment and Assumption Agreement duly executed and delivered by the Contributed Loan Documents in Contributor and the possession or control of EastOperating Partnership, whereby the Contributor assigns its rights under the Property Management Agreement to the Operating Partnership; (iv) The Amendment or the Contributed Loan Files in Certificates evidencing the possession or control transfer of EastOP Units to the Contributor; (v) An American Land Title Assurances ("ALTA") policy of title insurance with appropriate endorsements and levels of reinsurance for the Contributed Books Property issued as of the Closing Date or endorsements or other assurances that the existing policy or policies of title insurance are sufficient for purposes of this Contribution Agreement, which the Contributor shall cause the tite company to issue to the Operating Partnership in a form acceptable to the Operating Partnership (the "TITLE POLICIES") including satisfaction by the Contributor of any and Recordsall title company requirements applicable to it; (vi) the Cash Consideration by wire transfer The Partnerships' books and records and securities or other evidences of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted ownership held by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by RandContributor; and (vii) such other documents as may be reasonably required by EastAn affidavit from the Contributor, in form stating under penalty of perjury, the Contributor's United States Taxpayer Identification Number and substance satisfactory that the Contributor is not a foreign person pursuant to East, to effect the intentions section 1445(b)(2) of the Parties contemplated by this Agreement, duly executed by RandCode and a comparable affidavit satisfying California and any other withholding requirements.

Closing Deliveries. At the Closing,: (a) East the Target shall deliver or cause its Affiliates to deliver, as applicable, be delivered to RandAcquiror the following: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand); (ii) the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by EastTarget, in form and substance satisfactory to EastAcquiror and its counsel, regarding Target’s Charter Documents, good standing, all board resolutions and stockholder consents relating to effect the intentions of the Parties Transactions contemplated by this Agreement and the incumbency of Target’s officers; (ii) applicable certifications from its Chief Executive Officer and Chief Financial Officer contemplated by Section 7.1(a) regarding the fulfillment of the conditions set forth therein and from each of the Target Principal Holders executing the Joinder, applicable certifications contemplated by Section 7.1(f) regarding the fulfillment of the conditions set forth therein; (iii) letters of resignation in the name of and executed by each (A) member of the Target Board resigning his/her position as a director of such Entity effective as of the Closing Date, and (B) officer of Target resigning his/her position as an officer of Target effective as of the Closing Date, in each case, except as otherwise agreed to by the Parties; (iv) duly executed counterparts to each of the Transaction Documents to which Target is a party; (v) all corporate, minute and stock records of Target; (vi) evidence that all of the Transaction Expenses, whether or not reflected in the Statement of Expenses, have been paid in full; (vii) audited consolidated balance sheets of the Target as of September 30, 2008 and 2009 and the related statements of operations and cash flows and stockholders’ equity for the fiscal years then ended, which (A) shall not be materially different than those Target Financial Statements previously disclosed to Acquiror pursuant to clause (ii) of Section 4.7(b), (B) shall have been prepared in accordance with GAAP applied on a consistent basis during the periods involved and (C) shall comply in all respects with the requirements of Regulation S-X promulgated by the SEC such that they may be filed by Acquiror with the SEC in accordance with applicable requirements of the Exchange Act, Regulation S-K promulgated by the SEC and the instructions to Current Report on Form 8-K; (viii) unaudited consolidated balance sheets of the Target as of June 30, 2009 and 2010 and the related statements of operations and cash flows and stockholders’ equity for the nine month periods then ended, which (A) shall have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except for normal and recurring year-end adjustments) and (B) shall satisfy the requirements of clauses (B) and (C) of Section 8.2(a)(vii); (ix) the certificate described in Section 10.7; and (x) the Amended and Restated Investor Rights Agreement, executed by all the Target Principal Holders receiving Acquiror Series C Preferred Stock in connection with the Merger. (b) Acquiror shall deliver the following: (i) to each Holder who executes and delivers the applicable Securityholder Documents in the manner set forth in Section 2.7, that portion of the Merger Consideration issuable to such Holder pursuant to Section 2.6; (ii) to the Escrow Agent, the Escrow Merger Consideration; (iii) to the Stockholders’ Representative, a certificate (A) of the Secretary of each Acquiring Party, in form and substance satisfactory to the Stockholders’ Representative and its counsel, regarding such Acquiring Party’s Charter Documents, good standing, all board resolutions relating to the Transactions contemplated by this Agreement and the incumbency of such Acquiring Party’s officers and (B) an officer of each Acquiring Party certifying that the statements set forth in Section 7.2(a) are true, correct and accurate and have been fulfilled; (iv) duly executed counterparts to each of the Transaction Documents to which each Acquiring Party is a party; and (v) the Amended and Restated Investor Rights Agreement, executed by RandAcquiror and the requisite parties thereto other than the Target Principal Holders. (c) Merger Sub shall file with the Secretary of State of the State of Washington duly executed and verified Articles of Merger, as required by the WBCA, and the Parties shall take all such other and further actions as may be required by law to make the Merger effective upon the terms and subject to the conditions hereof.

Closing Deliveries. At the Closing,: (a) East shall deliver the Seller will deliver, or cause its Affiliates to deliver, as applicablebe delivered, to Randthe Buyer, or to the Buyer's Representative(s) in locations other than the Cayman Islands: (i) a counterpart of each assignment and assumption agreement relating evidence satisfactory to a Contributed Investment Assetthe Buyer, duly executed on behalf of Eastacting reasonably, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with to effect the transfer of such Contributed Investment Asset (unless the Shares into the name of the Buyer, together with a separate Consent from each such Person has been delivered to Rand);duly prepared entry in the share registry of DMC evidencing the Buyer as the holder of the Shares, and accompanied by any certificates representing the Shares, (ii) resignations of such of the Contributed Loan Notes with respect directors and officers of each of the Acquired Companies as may be requested by the Buyer or the Seller, such resignations to such Contributed Loans;include confirmation that the relevant director or officer has no outstanding claims against the relevant Acquired Company, whether for loss of office or otherwise, (iii) evidence reasonably satisfactory to the Contributed Loan Documents Buyer of the termination of any Powers, other than the Powers identified to the Seller by the Buyer in the possession or control of Eastwriting prior to Closing; (iv) certified copies of resolutions of the Contributed Loan Files in directors of the possession or control Seller approving this Agreement and the Contemplated Transactions and authorizing the performance by the Seller of East;its obligations hereunder, (v) a certificate executed by the Contributed Books Seller as to the accuracy of the Seller's representations and Records;warranties as of the Closing in accordance with Section 9.1 and as to the Seller's compliance with and performance of its covenants and obligations to be performed or complied on or before the Closing Date in accordance with Section 9.2, (vi) a duly and validly executed assignment of the Cash Consideration Pacrim Loan to the Buyer, acknowledged by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East;DMC, (vii) nomination the additional documentation specified in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement;Section 9.3, (viii) an officer’s certificate signed the Governing Documents, minute books, share register(s), corporate seal (if any) ands other books and records pertaining to each of the Acquired Companies, (ix) such documents as may be required pursuant to Chilean Law in order to transfer the rights currently held by an officer Mr. Michael Grasty Cousino in DCEM to the nominee of East xxx Buyer as required to be delivered under Sections 8.3(aensure that DCEM will, following Closing, have a minimum of two (2) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Randpartners; (x) a certificate of waiver from Grasty Quintana Majlis & Cia., Chilean coxxxxx xx xxx Seller, with respect to the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution60 day cancellation restriction in such firm's engagement agreement, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby;and (xi) a copy any other documentation reasonably required to give effect to the Contemplated Transactions and required to be executed by the Seller or persons on behalf of the Shareholder Agreement, duly executed by EastSeller; and (xiib) such other documents as may the Buyer will deliver, or cause to be reasonably required by Rand, each in form and substance satisfactory to Randdelivered, to effect the intentions of Seller, or to the Parties contemplated by this Agreement, duly executed by East. (bSeller's representative(s) Rand shall deliver to Eastin locations other than the Cayman Islands: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Assetthe wire transfer confirmation, duly executed on behalf of Rand;solicitors' trust cheque, bank draft or certified cheque as provided in Section 2.3(c), (ii) duly executed releases by each of the Purchased Shares by book entry transfer Acquired Companies of each of the directors and officers whose resignations are delivered pursuant to an account for East at Rand’s transfer agent;Section 2.6(a)(ii), (iii) certified copies of resolutions of directors of the Management Agreements, duly executed Buyer approving this Agreement and the Contemplated Transactions and authorizing the performance by Rand;the Buyer of its obligations hereunder, (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b);Promissory Note, (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;Security Agreement, (vi) a copy confirmations of all Governmental Authorities or other offices or registries as to the registration of the Shareholder Agreement, duly executed by Rand; andSecurity Agreement as necessary to make the security interests granted thereby valid and enforceable under applicable Laws, (vii) such a certificate executed by the Buyer as to the accuracy of the Buyer's representations and warranties as of the Closing in accordance with Section 10.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with on or before the Closing Date in accordance with Section 10.2, (viii) any other documents as may be documentation reasonably required to give effect to the Contemplated Transactions and required to be executed by East, in form and substance satisfactory to East, to effect the intentions Buyer or persons on behalf of the Parties contemplated by this Agreement, duly executed by RandBuyer.

Closing Deliveries. At the Closing, (a) East At Closing, WWP Sponsor shall deliver (or cause its Affiliates to deliver, as applicable, be delivered) to RandEscrowee: (i) the LLC Agreement executed by WWP Sponsor in the form attached hereto as Exhibit 1, together with all exhibits attached thereto which are to be executed and delivered concurrently with the LLC Agreement; (ii) the Indemnity and Contribution Agreement in the form attached to the LLC Agreement; (iii) a counterpart title certificate in the form attached hereto as Exhibit 3-A and a non-imputation affidavit in the form attached hereto as Exhibit 3-B; (iv) a settlement/closing statement with respect to the apportionments set forth in this Agreement; (v) Estoppel Certificates; (vi) an update of each assignment WWP Sponsor’s representations and assumption agreement relating to a Contributed Investment Asset, warranties under Section 6.1 above; (vii) duly executed on behalf certificate of East, its Affiliate (if applicable) and each Person from whom a Consent, as WWP Sponsor in the applicable form set forth on Section 5.13(jin Treasury Regulations §1.1445-2(b)(2); (viii) an executed direction letter naming a designee of the Investor to the board of managers, each in accordance with the Condominium Documents, and to the extent necessary to make such manager position available, the resignation of one (1) of the East Disclosure ScheduleWWP Sponsor’s designees to the board of managers of the Condominium; (ix) Good standing certificates of WWP Sponsor and each of the Subsidiary Entities; (x) evidence of WWP Sponsor’s organizational authority; and (xi) the Reliance Letters. (xii) if received, is required in connection with evidence that the transfer Lender has not objected to the transactions contemplated by this Agreement. (b) At Closing, Investor shall deliver (or cause to be delivered) to Escrowee: (i) the balance of such Contributed Investment Asset the Investor Capital Contribution (unless a separate Consent from each such Person has been after deducting the Deposit, which shall be delivered by Escrowee to RandWWP Holdings); (ii) the Contributed Loan Notes LLC Agreement executed by Investor in the form attached hereto as Exhibit 1, together with respect all exhibits attached thereto which are to such Contributed Loansbe executed and delivered concurrently with the LLC Agreement; (iii) the Contributed Loan Documents Indemnity and Contribution Agreement in the possession or control of Eastform attached to the LLC Agreement; (iv) a settlement/closing statement with respect to the Contributed Loan Files apportionments set forth in the possession or control of Eastthis Agreement; (v) the Contributed Books an update of Investor’s representations and Records;warranties under Section 6.5 above; and (vi) the Cash Consideration by wire transfer evidence of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officerInvestor’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Eastorganizational authority. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Rand.

Closing Deliveries. At the Closing,, the following actions will take place, all of which will be deemed to have occurred simultaneously, and no action will be deemed to have been completed or any document delivered until all such actions have been completed and all required documents delivered, unless waived by the relevant party for whose benefit such action should have been completed or such document should have been delivered: (a) East shall deliver or cause its Affiliates to The Seller will deliver, as applicableor will cause to be delivered, to Randthe Purchaser all instruments, duly executed, or other items which are required by the terms hereof to be delivered at the Closing, including: (i) a counterpart stock certificates representing the Seller’s ownership of each assignment and assumption agreement relating to a Contributed Investment Assetthe Shares, duly executed on behalf endorsed in blank or accompanied by stock transfer powers; (ii) the Transition Services Agreement; (iii) the Headquarters Sublease Agreement; (iv) the Supply Agreement; (v) a certification from the Seller satisfying the requirements of EastTreasury Regulation Section 1.1445-2(b)(2), its Affiliate (if applicable) and each Person from whom a Consent, dated as set forth on Section 5.13(j) of the East Disclosure ScheduleClosing Date, in form and substance reasonably acceptable to the Purchaser, confirming that the Seller is not a foreign Person; (vi) a certificate signed by an officer of the Seller as required in connection with by Section 6.3(e); and (vii) all such other agreements and other instruments as the transfer of such Contributed Investment Asset Purchaser may reasonably request or as may be otherwise legally necessary to evidence and effect the Contemplated Transactions. (unless a separate Consent from each such Person has been b) The Purchaser will deliver, or will cause to be delivered, to the Seller all instruments, duly executed, or other items which are required by the terms hereof to be delivered at the Closing, including: (i) an amount equal to Randthe Closing Purchase Price pursuant to Section 2.1(b); (ii) the Contributed Loan Notes with respect to such Contributed LoansTransition Services Agreement; (iii) the Contributed Loan Documents in the possession or control of EastHeadquarters Sublease Agreement; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Supply Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate signed by an officer of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted Purchaser as required by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;Section 6.2(e); and (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) all such other documents agreements and other instruments as the Seller may reasonably request or as may be reasonably required by East, in form otherwise legally necessary to evidence and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by RandContemplated Transactions.

Closing Deliveries. At SFP shall have delivered to the Closing, (a) East shall deliver or cause its Affiliates Company, in form and substance satisfactory to deliver, as applicable, to Randthe Company each of the following: (i) a counterpart of each assignment and assumption agreement relating the Purchase Price to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered be paid by SFP pursuant to Rand)SECTION 2.1; (ii) the Contributed Loan Notes with respect to such Contributed LoansRegistration Rights Agreement duly executed and delivered by the Company and SFP; (iii) the Contributed Loan Documents in Employment Agreement duly executed and delivered by the possession or control of EastCompany and Xxxxx X. Xxxxxx; (iv) all resolutions, certificates and documents the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds Company may request relating to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification the organization, existence, good standing and foreign qualification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and SFP, (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing corporate authority for the execution, delivery, delivery and performance enforceability of this Agreement and the consummation of the Stock PurchaseClosing Transactions, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xiiC) such other documents matters relevant to the foregoing as may the Company shall reasonably request, all of which shall be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment Company and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b)its counsel; (v) a certificate of if applicable, the Secretary waiting period applicable to the transactions contemplated hereby under the HSR Act shall have expired or Assistant Secretary (or equivalent officer) of been terminated and all filings required to be made prior to the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, deliveryClosing Date, and performance all consents, approvals, permits and authorizations required to be obtained prior to the Closing Date from, any Governmental Authority in connection with execution and delivery of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyshall have been made or obtained; (vi) a copy of evidence satisfactory to the Shareholder Agreement, duly executed by Rand; andCompany that all Closing Transactions have been consummated; (vii) a certificate from an Authorized Officer of SFP certifying that (A) each and every representation and warranty of the Company in the Transaction Documents is true and correct in all material respects; (viii) payment of $274,625 to current employees of the Company as set forth on the schedule previously provided by the Company to SFP as payment in full of each employee's rights under the NPI Plan; (ix) such other documents, instruments and agreements as the Company shall reasonably request. The documents and certificates referred to in this SECTION 6.2(A) shall be delivered to the Company no later than the Closing Date and shall, except as may expressly provided otherwise, be reasonably required by East, in form and substance satisfactory to East, to effect dated the intentions of the Parties contemplated by this Agreement, duly executed by RandClosing Date.

Closing Deliveries. At the Closing, (a) East , the parties shall deliver make, execute, acknowledge and deliver, or cause its Affiliates to deliver, as applicable, to Rand: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand); (ii) the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be made, executed, acknowledged and delivered under Sections 8.3(a) and 8.3(b); through the Attorney-in-Fact (A) a certification of non-foreign status that complies with the requirements of Code see Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(26.1 below), in each case, in form the legal documents and substance reasonably satisfactory other items (collectively the “Closing Documents”) necessary to Rand; (x) a certificate of carry out the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance intention of this Agreement and the consummation other transactions contemplated to take place in connection therewith, which Closing Documents and other items shall include, without limitation, the following: (a) The Contribution and Assumption Agreement in the form attached hereto as Exhibit B; (b) The OP Agreement; (c) The Amendment or the Certificates evidencing the transfer of Partnership Units to the Contributor; (d) All books and records, title insurance policies, leases, lease files, contracts, stock certificates, original promissory notes, and other indicia of ownership with respect to each Partnership (and any subsidiary Participating Partnership) which are in the Contributor’s possession or which can be obtained through the Contributor’s reasonable efforts; (e) An affidavit from the Contributor, stating under penalty of perjury, the Contributor’s United States Taxpayer Identification Number and that the Contributor is not a foreign person pursuant to Section 1445(b)(2) of the Stock PurchaseCode and a comparable affidavit satisfying California and any other withholding requirements; (f) Any other documents reasonably requested by the Operating Partnership or reasonably necessary or desirable to assign, transfer, convey, contribute and that deliver the Contributor’s Partnership Interests or, if the Operating Partnership elects, the Properties directly, free and clear of all such resolutions Liens (subject to the Permitted Liens if the Properties are in full force transferred directly) and effect and are all the resolutions adopted in connection with effectuate the transactions contemplated hereby, including, without limitation, and only to the extent applicable, quitclaim deeds and/or grant deeds (if transferred directly), assignments of ground leases, air space leases and space leases, bills of sale, assignments, and all state and local transfer tax returns and any filings with any applicable governmental jurisdiction in which the Operating Partnership is required to file its partnership documentation or the recording of the Contribution and Assumption Agreement or deed or other Property Interests transfer documents is required; (xig) a copy of the Shareholder Agreement, duly executed by East; and (xii) such Any other documents as may be reasonably required by Rand, each necessary to enable a title insurance company (acceptable to the Operating Partnership in form and substance satisfactory its sole discretion) to Rand, commit to effect issue to the intentions Operating Partnership effective as of the Parties contemplated Closing an ALTA owner or leasehold policies of title insurance with such endorsements the Operating Partnership may reasonably request (including, without limitation, non-imputation endorsements to the extent available) with an aggregate of eighty percent (80%) coverage for each of the Properties (with a tie-in endorsement with respect to the Properties located in any state for which such tie-in endorsements can be issued) and levels of reinsurance for the Properties as reasonably acceptable to the Operating Partnership, insuring fee simple and/or leasehold title to all real property and improvements comprising all or any part of the Property Interests to the Operating Partnership as the Operating Partnership may designate, subject only to the Permitted Liens (collectively, the “Title Policies”). (h) If requested by the Operating Partnership, a certified copy of all appropriate corporate resolutions or partnership actions authorizing the execution, delivery and performance by the Contributor of this Agreement, duly executed by East. (b) Rand shall deliver to East:any related documents and the documents listed in this Section 2.3; (i) a counterpart Estoppel certificates from the tenants listed on Schedule 2.3(l) substantially in the form of each assignment and assumption agreement relating Exhibit E, to a Contributed Investment Assetthe extent such estoppel certificates are in the form required pursuant to such tenants’ respective leases, duly executed on behalf of Randotherwise, in the form required under such tenants’ respective lease; (iij) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) The Operating Partnership and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true shall provide the Contributor with a certification regarding the accuracy of each of their respective representations and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, warranties herein and performance of in this Agreement and the Management Agreements and the consummation as of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Randdate; and (viik) such other documents Pledge Agreement in the form attached hereto as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Rand.Exhibit F.

Closing Deliveries. (a) The purchase and sale of the Shares shall be held simultaneously with the execution of this Agreement at such place as the parties hereto may agree (the “Closing”). (b) At the Closing, (a) East shall deliver or cause its Affiliates to deliver, as applicable, to Rand: (i1) Sellers shall deliver to Purchaser (A) stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, or other instruments of transfer in form and substance reasonably satisfactory to Purchaser, (B) any documentary evidence of the due recordation in the Company’s share register of Purchaser’s full and unrestricted title to the Shares, and (C) such other documents as may be required under applicable law or reasonably requested by Purchaser. (2) The Sellers shall deliver to Dxxxx Xxxxx & Associates, PLLC, as escrow agent for the Purchaser, (A) resignation letter from Yxxxxxx Guttfruend from all his positions with the Company; (B) resignation letter from Yxxxxxxxx Xxxxx from all his positions with the Company which shall be effective 10 days after the mailing of an information statement pursuant to Rule 14f-1); (C) a counterpart shareholders’ list, including names and addresses of each assignment shareholder, certificate numbers and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate issue dates; (if applicableD) and each Person from whom a Consent, as set forth on Section 5.13(j) any documentary evidence of the East Disclosure Scheduledue recordation in the Company’s share register of Purchasers’ full and unrestricted title to the Shares, is (E) all the books and records of the Company and (F) such other documents as may be required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand);under applicable law or reasonably requested by Purchaser. (ii3) Purchaser shall deliver to Sellers the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration Purchase Price by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by EastSellers. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Rand.

Closing Deliveries. At the Closing, (a) East At the Initial Closing and at each Subsequent Closing, Seller and the Buyer shall execute and deliver or cause its Affiliates to deliver, as applicable, to Randbe executed and delivered the following: (i) a counterpart of at each assignment and assumption agreement relating to a Contributed Investment AssetSubsequent Closing, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) an Assignment of the East Disclosure SchedulePending Management Agreement required to be transferred at such Subsequent Closing in substantially the -44- form of Exhibit N hereto pursuant to which XXX Management Limited Partnership shall assign such Pending Management Agreement to Buyer, is required in connection with the transfer free and clear of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered all rights, liens, claims and encumbrances other than pursuant to Rand)this Agreement; (ii) such instruments as are required to be delivered at the Contributed Loan Notes with respect to such Contributed LoansClosing under each of the Acquisition Agreements which are closing on the applicable Closing Date; (iii) such certificates of each of the Contributed Loan Documents parties signed by its respective authorized officers to evidence compliance with the conditions set forth in Article VIII as may be reasonably requested by the possession or control of Eastother parties; (iv) agreements and such other instruments as are required by lenders in connection with the Contributed Loan Files in assumption of the possession or control of EastAssumed Loans; (v) At each Subsequent Closing, an assignment, transfer and conveyance of the Contributed Books Withdrawn Assets relating to the Phase II Shopping Center(s) being transferred to Buyer at such Subsequent Closing, in form reasonably satisfactory to Buyer and Records;Seller, and consist with the other assignment forms attached to this Agreement, pursuant to which XXX Management Limited Partnership shall assign such Withdrawn Assets to Buyer, free and clear of all rights, liens, claims and encumbrances other than as permitted pursuant to the terms of this Agreement; and (vi) the Cash Net Consideration by wire payable at the applicable Closing in accordance with Section 2.04. (b) In addition, at the Initial Closing, Seller and Buyer shall execute and deliver or cause to be executed and delivered: (i) an assignment of the Interests in substantially the form of Exhibit H hereto pursuant to which Seller shall convey the Interests to Buyer, free and clear of all rights, liens, claims and encumbrances other than pursuant to this Agreement and subject to restrictions on transfer of immediately available funds to an account of Rand designated in writing by Rand to Eastunder federal or state securities laws; (viiii) nomination a Non Competition Agreements in writing the form of two or three directors, as applicable based upon Exhibit J-1 attached hereto and made a part hereof executed by Xxxxxxx X. Xxxx and in the terms form of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder AgreementExhibit J-2 attached hereto and made a part hereof executed by Xxxxxx X. Xxxxxxxx; (viiiiii) an officer’s certificate signed a Registration Rights Agreement referred to in Exhibit F attached hereto, executed by an officer of East as required to be delivered under Sections 8.3(a) the Company [and 8.3(b)the Operating Partnership]; (Aiv) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2)If Buyer, in each caseits sole discretion, elected to enter into the New One Xxxxx Avenue Lease, the New One Xxxxx Avenue Lease, executed by Buyer and the owner of One Xxxxx Avenue; (v) an opinion of counsel of Seller regarding the due organization of Seller and the due execution and delivery of this Agreement by Seller, in form and substance reasonably satisfactory acceptable to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyBuyer; (vi) a copy an opinion of counsel of Buyer regarding the Shareholder Agreement, duly executed due organization of Buyer and the due execution and delivery of this Agreement by Rand; and (vii) such other documents as may be reasonably required by EastBuyer, in form and substance satisfactory reasonably acceptable to EastSeller; (vii) the Consideration payable at the Initial Closing in accordance with Section 2.04; (viii) The WellsPark Group Partnership Agreement and Certificate of Limited Partnership relating thereto), to effect the intentions certified as true, correct and complete by Seller; (ix) Originals of the Parties contemplated by this Agreement, duly executed by Rand.Management Agreements and all other tangible Assets;

Closing Deliveries. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing,: (a) East The Company shall deliver deliver, or cause its Affiliates to deliver, as applicablebe delivered, to RandParent: (i) a counterpart resignation letters (in form reasonably satisfactory to Parent), effective as of the Effective Time, evidencing the resignation of each assignment of the officers and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf directors of East, its Affiliate (if applicable) the Company and each of its Subsidiaries that Parent has requested to resign as of Closing, executed by each such officer and director (or, in the event any such officer or director refuses to execute such resignation letters, evidence (in form reasonably satisfactory to Parent) of removal of such Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Randposition(s)); (ii) the Contributed Loan Notes pay-off letters with respect to all unpaid Indebtedness (other than Center-Level Debt) of the Company, in a form reasonably satisfactory to Parent, providing for, upon the payment of all unpaid Indebtedness (other than Center-Level Debt) owed by the Company, the termination of all Encumbrances (other than such Contributed LoansEncumbrances securing Center-Level Debt) held by the applicable lenders with respect to the assets of the Company and its Subsidiaries (including the authorization of the filing by Parent of all necessary UCC-1 termination statements and other necessary documentation in connection with the termination of the lenders’ security interests), executed by the lenders; (iii) a properly executed affidavit reasonably satisfactory to Parent and that complies with Section 1445 of the Contributed Loan Documents Code and the Treasury Regulations issued thereunder that states that shares in the possession or control Company do not constitute “United States real property interests” within the meaning of EastCode Section 897(c); (iv) a certificate executed by the Contributed Loan Files chief executive officer of the Company as to the satisfaction of the conditions set forth in the possession or control of EastSections 5.1(a), (b), (f), and (g); (v) the Contributed Books certificate of incorporation (or similar Organizational Documents) of the Company and Recordseach of its Subsidiaries (certified by the Secretary of State of the applicable jurisdiction of incorporation or formation) and a certificate of good standing from the applicable jurisdiction of incorporation and each other jurisdiction in which the Company and its Subsidiaries are qualified to do business, each dated within ten (10) Business Days prior to the Closing Date; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that Company certifying, as complete and accurate as of the Closing, attached thereto are true and complete copies of the bylaws of the Company, certifying and attaching all requisite resolutions adopted by or actions of the members Company’s board of East authorizing directors and stockholders approving the execution, delivery, execution and performance delivery of this Agreement and the consummation of the Stock Purchasetransactions contemplated hereby, and that all such resolutions are in full force certifying to the incumbency of the officers of the Company executing this Agreement and effect and are all any other documents being executed by the resolutions adopted Company in connection with the consummation of the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents the Escrow Agreement in the form attached hereto as may Exhibit B executed by Stockholders’ Representative. (b) Parent shall deliver or cause to be reasonably required delivered to: (i) the Stockholders’ Representative, a certificate executed by East, in form and substance satisfactory the Parent as to East, to effect the intentions satisfaction of the Parties contemplated by this Agreementconditions set forth in Sections 5.2(a) and (b); and (ii) the Stockholders’ Representative, duly the Escrow Agreement in the form attached hereto as Exhibit B executed by RandParent and Escrow Agent.

Closing Deliveries. (a) At the Closing, (a) East , the Company shall deliver or cause its Affiliates to deliver, as applicable, be delivered to Randeach Purchaser the following: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of Series A Note registered in the East Disclosure Schedule, is required in connection with the transfer name of such Contributed Investment Asset (unless a separate Consent from each Purchaser, in the principal amount indicated below such Person has been delivered to Rand)Purchaser’s name on the signature page of this Agreement under the heading “Note Principal Amount”; (ii) a Warrant registered in the Contributed Loan Notes with respect name of such Purchaser, pursuant to which such Contributed Loans;Purchaser shall have the right to acquire such number of Underlying Shares indicated below such Purchaser’s name on the signature page of this Agreement under the heading “Warrant Shares”. (iii) the Contributed Loan Documents Company Security Agreement duly executed by the Company in favor of the possession or control of EastPurchasers; (iv) the Contributed Loan Files Subsidiary Security Agreements duly executed by the applicable Subsidiary in favor of the possession or control of EastPurchasers; (v) the Contributed Books and RecordsGuaranty executed by each Subsidiary; (vi) proper financing statements in form appropriate for filing under the Cash Consideration by wire transfer Uniform Commercial Code of immediately available funds all jurisdictions that the Purchasers may reasonably deem necessary or desirable in order to an account of Rand designated perfect and protect the liens and security interests created under the Security Agreements, covering the collateral described in writing by Rand to Eastthe Security Agreements; (vii) nomination the legal opinion of Company Counsel, in writing the form of two or three directorsExhibit E, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject executed by such counsel and delivered to the provisions of the Shareholder AgreementPurchasers; (viii) an officer’s certificate signed the Side Letter duly executed by an officer of East as the Company; (ix) the other documents and instruments required by Section 5.1 to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with as conditions to the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand;Purchasers’ obligations hereunder; and (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted any other document reasonably requested by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by EastPurchasers or Purchaser Counsel. (b) Rand At the Closing, each Purchaser shall deliver or cause to East: be delivered to the Company the following: (i) a counterpart the purchase price indicated below such Purchaser’s name on the signature page of each assignment this Agreement under the heading “Purchase Price”, in United States dollars and assumption agreement relating to a Contributed Investment Assetin immediately available funds, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry wire transfer to an account designated in writing by the Company for East at Rand’s transfer agent; such purpose; and (iiiii) copies of the Management Agreementseach Transaction Document to which such Purchaser is a signatory, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by RandPurchaser.

Closing Deliveries. At the Closing, (a) East shall deliver or cause its Affiliates to deliver, as applicable, to Rand: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required Investor will pay the Committed Purchase Amount in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand); (ii) the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration cash by wire transfer of immediately available funds to an account of Rand designated in writing upon reasonable advance notice by Rand to East; (vii) nomination in writing of two the Company. At the Closing, the parties shall make, execute, acknowledge and deliver, or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required cause to be made, executed, acknowledged and delivered under Sections 8.3(athrough such third party as may be applicable, the legal documents and other items (collectively the “Closing Documents”) and 8.3(b); (A) a certification of non-foreign status that complies with necessary to carry out the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance intention of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted other transactions contemplated to take place in connection with therewith, which Closing Documents and other items shall include, without limitation, the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to Eastfollowing: (i) a counterpart Share Certificates, evidence of each assignment and assumption agreement relating delivery of uncertificated shares of Common Stock by book-entry, and/or other evidence of the transfer of Common Stock to a Contributed Investment Asset, duly executed on behalf of Randthe Investor; (ii) The Registration Rights Agreement between the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agentInvestor, certain other parties and the Company substantially in the form attached hereto as Exhibit A, (the “Registration Rights Agreement”); (iii) copies The Investor shall have executed and delivered a letter to the Company setting forth certain representations and undertakings related to the Investor’s ownership of Common Stock in a form reasonably acceptable to the board of directors of the Management AgreementsCompany and which allows the board of directors of the Company to reasonably conclude that the ownership waiver and Excepted Holder Limit (as defined in the Company’s charter) described in Section 2.4(iv) will not jeopardize the Company’s status as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, duly executed as amended (the “Code”), and make the other determinations required by Randthe Company’s charter in connection with granting such waiver and Excepted Holder Limit; (iv) Based on the shareholder representation letter described in Section 2.4(iii), the board of directors of the Company shall have granted an officerexception to the Common Stock Ownership Limit and the Aggregate Stock Ownership Limit set forth in the Company’s certificate signed by charter, providing the Chief Executive Officer Investor with an Excepted Holder Limit of %, or such lower limit as is necessary for the Chief Financial Officer Investor to own the Common Stock without a violation of Rand as required to be delivered under Sections 8.2(a) the Common Stock Ownership Limit and 8.2(b);the Aggregate Stock Ownership Limit set forth in the Company’s charter; and (v) The Lock-up Agreement signed by the Investor substantially in the form attached hereto as Exhibit B. If requested by the Company, on the one hand, or the Investor, on the other hand, each party shall provide to the requesting party a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies certified copy of all appropriate corporate resolutions adopted by the Rand Board or partnership actions authorizing the execution, delivery, delivery and performance by such party of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Randany related documents and the documents listed in this Section 2.4.

Closing Deliveries. At the Closing, (a) East shall deliver or cause its Affiliates to deliver, as applicable, to Rand: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required Investor will pay the Committed Purchase Amount in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand); (ii) the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration cash by wire transfer of immediately available funds to an account of Rand designated in writing upon reasonable advance notice by Rand to East; (vii) nomination in writing of two the Company. At the Closing, the parties shall make, execute, acknowledge and deliver, or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required cause to be made, executed, acknowledged and delivered under Sections 8.3(athrough such third party as may be applicable, the legal documents and other items (collectively the “Closing Documents”) and 8.3(b); (A) a certification of non-foreign status that complies with necessary to carry out the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance intention of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted other transactions contemplated to take place in connection with therewith, which Closing Documents and other items shall include, without limitation, the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to Eastfollowing: (i) a counterpart Share Certificates, evidence of each assignment and assumption agreement relating delivery of uncertificated shares of Common Stock by book-entry, and/or other evidence of the transfer of Common Stock to a Contributed Investment Asset, duly executed on behalf of Randthe Investor; (ii) The Registration Rights Agreement between the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agentInvestor, certain other parties and the Company substantially in the form attached hereto as Exhibit A, (the “Registration Rights Agreement”); (iii) copies The Investor shall have executed and delivered a letter to the Company setting forth certain representations and undertakings related to the Investor’s ownership of Common Stock in a form reasonably acceptable to the board of directors of the Management AgreementsCompany and which allows the board of directors of the Company to reasonably conclude that the ownership waiver and Excepted Holder Limit (as defined in the Company’s charter) described in Section 2.4(iv) will not jeopardize the Company’s status as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, duly executed as amended (the “Code”), and make the other determinations required by Randthe Company’s charter in connection with granting such waiver and Excepted Holder Limit; (iv) an officer’s certificate The Lock-up Agreement signed by the Chief Executive Officer Investor substantially in the form attached hereto as Exhibit B. If requested by the Company, on the one hand, or the Chief Financial Officer of Rand as required Investor, on the other hand, each party shall provide to be delivered under Sections 8.2(a) and 8.2(b); (v) the requesting party a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies certified copy of all appropriate corporate resolutions adopted by the Rand Board or partnership actions authorizing the execution, delivery, delivery and performance by such party of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Randany related documents and the documents listed in this Section 2.4.

Closing Deliveries. At the Closing,: Section 2.2.1 Seller shall deliver, or cause to be delivered to Purchaser, the following (the “Seller Closing Deliveries”) to the extent they have not otherwise been provided by Seller (without duplication): (a) East executed counterparts to each of the Other Agreements to which Seller is a party, duly executed by Seller; (b) a certificate, dated as of the Closing Date, duly executed by an authorized officer of Seller, certifying that (i) the Organizational Documents of Seller attached to the certificate are true and complete, (ii) such Organizational Documents have been in full force and effect in the form attached from and after the date of the adoption of the resolutions referred to in clause (iii) below and no amendment to such Organizational Documents has occurred since the date of the last amendment annexed thereto, if any, and (iii) the resolutions adopted by the board of directors of Seller (or a committee thereof duly authorized) authorizing the execution, delivery and performance of this Agreement, attached to the certificate, were duly adopted at a duly convened meeting thereof, at which a quorum was present and acting throughout or by unanimous written consent, remain in full force and effect, and have not been amended, rescinded or modified, except to the extent attached thereto; (c) UCC-3 termination statements and any other documents necessary to terminate any Lien (other than Permitted Liens) on any of the Purchased Assets; (d) a certificate of good standing in respect of Seller, dated as of a date that is not more than ten (10) days prior to the Closing Date, provided that Seller shall deliver or cause use commercially reasonable efforts to obtain a certificate of good standing in respect of Seller dated as of a date not more than five (5) days prior to the Closing Date; (e) a duly executed certificate that satisfies the requirements of Treasury Regulation Section 1.1445-2(b)(2); (f) subject to Section 5.12, assignment and assumption agreements, solely to the extent applicable, in substantially the form attached hereto as Exhibit B (the “Assignment and Assumption Agreements”), as are necessary to effect the assignment to Purchaser of all rights of Seller and its Affiliates in and to deliverthe Assigned Contracts, Leases and Assigned Intellectual Property; (g) a fully executed copy of each Assigned Contract, Lease and Tax Abatement Agreement (including schedules, exhibits and appendices thereto), and control over or physical possession of, as applicable, all other Purchased Assets, together with such conveyance documents that are necessary to Rand:vest in Purchaser good and valid title or ownership rights to the Purchased Assets and valid contract or other rights in the Purchased Assets that are contractual rights; (h) a certificate of a duly authorized officer of Seller certifying as to the matters set forth in Section 6.3.1 and 6.3.2; (i) a counterpart certificate executed by the president of each assignment Seller stating that all Contracts related to the Business between Seller, on the one hand, and assumption agreement relating to a Contributed Investment Assetany Related Person, duly executed on behalf of Eastthe other hand, its Affiliate (if applicable) and each Person from whom a Consenthave been terminated, except as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to RandSchedule 2.2.1(i); (iij) estoppel certificates in substantially the Contributed Loan Notes with respect form attached hereto as Exhibit C-1 from the landlords under the Real Property Leases identified on Schedule 3.8.5 (other than the Junction City Lease) and estoppel certificates in substantially the form attached hereto as Exhibit C-2 from the tenants under any leases, subleases, licenses, concessions, or other agreements granting to such Contributed Loansany third party or parties the right of use or occupancy of any portion of the Real Property identified on Schedule 3.8.4; (iiik) an estoppel certificate from the Contributed Loan Documents in the possession or control City of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directorsJunction City, Kansas, as applicable based upon landlord, under the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each caseJunction City Lease, in form and substance reasonably satisfactory to RandPurchaser; (xl) an opinion of counsel, addressed to Purchaser and dated the Closing Date, from XxXxxx, Xxxxxx & Xxxxxxxx, LLP, counsel to Seller, in the form attached hereto as Exhibit D; (m) a certificate survey of each parcel of Real Property in a form reasonably satisfactory to Purchaser, certified to Purchaser, which shows no encroachments or other matters adversely impacting the conduct of the Secretary Business, or Assistant Secretary rendering title to any Real Property unmarketable. Such survey shall show: (i) all improvements are entirely located on the Real Property; (ii) the Real Property has access to all adjacent roads and such roads are publicly dedicated; and (iii) any other matters reasonably required by Purchaser or required by Purchaser’s lender, and otherwise be sufficient to enable full survey coverage, including zoning; (n) a fully paid commitment for title insurance pursuant to which the Title Company irrevocably and unconditionally agrees to insure both Purchaser and Purchaser’s lender, with such endorsements (including, without limitation, zoning), reinsurance and direct access arrangements satisfactory to Purchaser, as owner (or equivalent officermortgagee as the case may be) of good and marketable fee or leasehold (as applicable) title to all Real Property (other than the East certifying that attached thereto are true Pensacola Distribution Facility) subject only to the Permitted Liens, with no exception for nonpayment of the Title Company’s title insurance premiums, in the amounts equal to the appraised value of each parcel of Real Property (other than the Pensacola Distribution Facility); (o) a special warranty deed, or the local equivalent, for each parcel of Owned Real Property, together with title affidavits and complete copies of all resolutions adopted a gap indemnity as required by the members Title Company, in each case in form and substance reasonably satisfactory to Purchaser; (p) an assignment and assumption agreement in form and substance reasonably satisfactory to Purchaser, as is necessary to effect the assignment to Purchaser of East authorizing the executionTax Abatement Agreements; (q) an assignment, deliveryin the form set forth in that certain Trust Indenture, by and between City of Junction City, Kansas, as Issuer, and performance Bank of this Agreement Oklahoma, N.A., as Trustee, transferring the Junction City Bonds to Purchaser; and (r) such other documents and the consummation of the Stock Purchase, and that all such resolutions are in full force and instruments as Purchaser may reasonably request to effect and are all the resolutions adopted in connection with or evidence the transactions contemplated herebyby this Agreement. Section 2.2.2 Purchaser shall deliver, or cause to be delivered to Seller, the following (the “Purchaser Closing Deliveries”): (a) the Purchase Price in accordance with Section 1.6; provided, however, that if the Closing Date is not a Business Day, the Purchase Price shall be delivered on the first Business Day following the Closing Date; (xib) a copy executed counterparts to each of the Shareholder AgreementOther Agreements to which Purchaser is a party, duly executed by EastPurchaser; (c) an opinion of counsel, addressed to Seller and dated the Closing Date, from the in-house counsel to Parent, in the form attached hereto as Exhibit E; and (xiid) such other documents and instruments as may be reasonably required by Rand, each in form and substance satisfactory to Rand, necessary to effect or evidence the intentions of the Parties transactions contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Rand.

Closing Deliveries. (a) At the Closing, (a) East , the Company shall deliver or cause its Affiliates to deliver, as applicable, be delivered to RandBuyer the following: (i) a counterpart resignations of the directors (or equivalent) of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) member of the East Disclosure ScheduleCompany Group specified by Buyer from his or her position as director (or equivalent), is required in connection with effective as of the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)Closing; (ii) the Contributed Loan Notes with respect certificates referred to such Contributed Loansin Sections 7.3(a) and 7.3(b); (iii) a copy of the Contributed Loan Documents in Escrow Agreement duly executed by the possession or control of EastEscrow Agent, the Company and the Seller Representative; (iv) evidence reasonably satisfactory to Buyer of the Contributed Loan Files termination and full and complete settlement of, without any Liability of the Surviving Company Group after the Closing, the agreements set forth under the heading “Affiliate Agreements” in Section 4.13(a) of the possession or control of East;Disclosure Schedule; and (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as all other documents required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with by the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification Company or the Seller Representative to Buyer at the Closing pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand At the Closing, Buyer shall deliver or cause to Eastbe delivered the following: (i) a counterpart of each assignment and assumption agreement relating the Preliminary Merger Consideration in immediately available funds to a Contributed Investment Asset, duly executed on behalf of Randthe Seller Representative as provided in Section 3.5; (ii) the Purchased Shares by book entry transfer certificates referred to an account for East at Rand’s transfer agentin Sections 7.2(a) and 7.2(b); (iii) copies a copy of the Management Agreements, Escrow Agreement duly executed by Rand;the Escrow Agent and Buyer and the Escrow Funds in immediately available funds to the Escrow Agent as provided in Section 3.3; and (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as all other documents required to be delivered under Sections 8.2(a) by Buyer and 8.2(b);Merger Sub to the Company and Seller Representative at the Closing pursuant to this Agreement. (vc) a certificate of At the Secretary or Assistant Secretary (or equivalent officer) of Closing, the Company certifying that attached thereto are true and complete copies of all resolutions adopted by shall deliver or cause to be delivered to: (i) the Rand Board authorizing the executionSeller Representative, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) or such other documents party as may be reasonably required directed by Eastthe Seller Representative, the Seller Allocable Expenses in form immediately available funds as provided in Section 3.4 and substance satisfactory to East(ii) the Buyer an affidavit by an authorized officer stating under penalties of perjury, to effect that the intentions Company is not and has not been a United States real property holding corporation within the meaning of Code Section 897(c)(2) during the Parties contemplated by this Agreement, duly executed by Randapplicable period described in Code Section 897(c)(1)(A)(ii).

Closing Deliveries. At The following deliveries will be made at the Closing, (a) East shall deliver or cause its Affiliates Closing to deliver, as applicable, to Randeffect the Transactions contemplated by Article I: (i) a counterpart of each assignment The Parties hereto will execute and assumption agreement relating deliver to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)one another this Agreement; (ii) ViSalus will file or cause to be filed the Contributed Loan Notes Amendment to Articles of Incorporation with respect to such Contributed Loansthe Secretary of State of the State of Nevada; (iii) ViSalus will file or cause to be filed the Contributed Loan Documents in Amendment to Certificate of Designation with the possession or control Secretary of EastState of the State of Nevada; (iv) ViSalus will deliver to the Contributed Loan Files holders of Preferred Stock, upon delivery by them of their certificates representing such Preferred Stock, duly executed and validly issued stock certificates evidencing the shares of New Common Stock in the possession or control of Eastamounts set forth in Schedule A (provided such deliveries may be made following the Closing); (v) ViSalus and Blyth will duly execute and deliver the Contributed Books and RecordsTransition Services Agreement; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon Lenders will duly execute and deliver the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by RandDebt Commitments; and (vii) ViSalus will deliver to the holders of Preferred Stock a statement prepared in accordance with Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3), together with the notice required to be filed with the Internal Revenue Service and written authorization, for such other holders to timely file or cause to be timely filed such statement and notice with the Internal Revenue Service. The documents and agreements listed above in this Section 1.2 are hereinafter referred to collectively as may be reasonably required by East, in form the “Transaction Documents” and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Randindividually as a “Transaction Document”.

Closing Deliveries. At The Buyer and the Closing,Transitory Subsidiary have received at or prior to the Closing each of the following documents: (a) East shall deliver or cause its Affiliates such instruments of conveyance, assignment and transfer, in form and substance satisfactory to deliverthe Buyer, as applicableshall be appropriate to convey, transfer and assign to, and to Rand:vest in, the Buyer, good, clear, record and marketable title to the LLC Interest; (b) such contracts, files and other data and documents pertaining to the Assets or AEI's or REP's business as the Buyer may reasonably request; (c) copies of the general ledgers and books of account of AEI and REP, and all federal, state and local income, franchise, property and other tax returns filed by AEI with respect to the Assets since January 1, 1994; (d) such certificates of AEI's and REP's officers and such other documents evidencing satisfaction of the conditions specified in Section 7 as the Buyer shall reasonably request; (e) certificates of the Secretary of State of the State of Massachusetts as to the legal existence and good standing of AEI and REP in Massachusetts; (f) certificates of the Secretary of AEI and of REP attesting to the incumbency of AEI's and REP's officers, respectively, the authenticity of the resolutions authorizing the transactions contemplated by the Agreement, and the authenticity and continuing validity of the charter documents delivered pursuant to Subsection 2.1; (g) Estoppel certificates from each lessor from whom AEI or REP leases real or personal property consenting to the assumption of such lease by the Buyer (in the case of AEI Lesser) and representing that there are no outstanding claims against AEI or REP under any such lease; (h) Estoppel certificates from each tenant to whom AEI or REP leases real property consenting to the assumption of such lease by the Buyer (in the case of AEI) and representing that there are no outstanding claims against AEI or REP under any such lease; (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required schedules listed in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)Subsection 7.9; (iij) a title policy or policies (together, the Contributed Loan Notes with respect to such Contributed Loans; (iii"Title Policy") the Contributed Loan Documents in the possession from one or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject more title companies reasonably acceptable to the provisions of Buyer (the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b"Title Insurer"); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Randthe Buyer covering the Real Estate; (xk) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true such affidavits and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly indemnities executed by EastAEI and REP as the Title Insurer may reasonably require in order to omit from the Title Policy all exceptions for (I) judgments, bankruptcies or other returns against persons or entities whose names are the same as or similar to AEI or REP; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) parties in possession other than under rights to possession granted under the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; Leases; (iii) copies of the Management Agreements, duly executed by Rand; mechanics' liens; and (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(bhazardous waste (if applicable); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (viil) such other documents documents, instruments or certificates as the Buyer may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Randrequest.

Closing Deliveries. A. At the each Closing, (a) East , Seller shall deliver to Purchaser or shall cause its Affiliates the appropriate affiliate of Seller, including without limitation ILM II and Lease Corporation (as defined below), with an interest in such Property's Assets to deliver, executed and acknowledged, as applicable, the following with respect to Randsuch Property: (i) A Special Warranty Deed (or local equivalent in each relevant State) for each Real Property, reasonably acceptable to Purchaser, conveying title to the Real Property, free from all liens and encumbrances other than the Permitted Exceptions; (ii) A general xxxx of sale for the Personal Property, reasonably acceptable to Purchaser, conveying, as more particularly set forth therein, to Purchaser all of Seller's right, title and interest in and to the Personal Property; (iii) Security deposits deposited under the Resident Agreements and the Leases (if any, together with accrued interest thereon) by, at Purchaser's option, (a) payment of the aggregate amount thereof to Purchaser, or (b) a counterpart credit to Purchaser against the Purchase Price; (iv) A certification of each assignment nonforeign status, in form required by Section 1445 of the Internal Revenue Code of 1986, as amended, (the "CODE") and assumption agreement the regulations issued thereunder; (v) Notice of Cancellation, of Facilities Lease Agreement to ILM II Lease Corporation, as amended ("LEASE CORPORATION") and termination of any management and leasing agreements relating to the Assets and the Management Agreement, dated as of July 29, 1996, as amended; (vi) Evidence of authority, good standing and due authorization of ILM II and Seller to entering into the within transaction and to perform all of its obligations hereunder, including, without limitation, the execution and delivery of all of the closing documents required by this Agreement, and setting forth such additional facts, if any, as may be needed to show that the transaction is duly authorized and is in conformity with ILM II's and Seller's organizational documents and applicable laws and to enable the Title Company to omit all exceptions and satisfy all requirements regarding Seller's standing, authority and authorization; (vii) Notice letter to Residents reasonably acceptable to Purchaser (the "RESIDENTS NOTIFICATION LETTER"); (viii) such title affidavits and indemnities required by the Title Company to enable the Title Company to issue the Title Policies as required hereby; (ix) a Contributed Investment AssetGeneral Assignment and Assumption Agreement in form reasonably acceptable to Purchaser, duly assigning to Purchaser Seller's right, title and interest in and to the Surviving Contracts (as hereinafter defined), Intangible Property, the Claims, the Permits, and the Files and Records; (x) an Assignment of Leases in form reasonably acceptable to Purchaser, assigning to Purchaser Seller's right, title and interest in and to all of the Leases; (xi) an Assignment of Resident Agreements in form reasonably acceptable to Purchaser, assigning to Purchaser Seller's and Lease Corporation's right, title and interest in and to all of the Resident Agreements; (xii) any required real estate transfer tax declaration or similar documents required in connection with any tax imposed by any governmental authority in connection with the transaction contemplated hereunder; (xiii) a termination of the Master Lease between Seller and Lease Corporation, dated September 1, 1995, in form reasonably acceptable to Purchaser; (xiv) all originals (or copies if originals are not available) of the Leases, Resident Agreements, Contracts, Permits, keys and lock combinations with respect to the Real Property in the possession of ILM II and Seller; (xv) a Closing Statement setting forth the Purchase Price, the amounts of all prorated items and all credits, debits and costs contemplated by this Agreement; and (xvi) such other instruments or documents which by the terms of this Agreement are to be delivered by ILM II and Seller at Closing. B. At the Closing with respect to a Property, Purchaser shall deliver to Seller, executed on behalf and acknowledged, as applicable, the following with respect to such Property: (i) The balance of Eastthe Purchase Price, its Affiliate less the Deposit (as prorated in accordance with Article 7) and all other amounts payable by Purchaser to Seller at the Closing pursuant to this Agreement; (ii) Evidence of authority, good standing (if applicable) and each Person from whom a Consentdue authorization of Purchaser to enter into the within transaction and to perform all of its obligations hereunder, including, without limitation, the execution and delivery of all of the closing documents required by this Agreement, and setting forth such additional facts, if any, as set forth on Section 5.13(j) of may be needed to show that the East Disclosure Schedule, transaction is required duly authorized and is in connection conformity with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand); (ii) the Contributed Loan Notes with respect to such Contributed LoansPurchaser's organizational documents and applicable laws; (iii) A receipt for the Contributed Loan Documents in security deposits paid over or credited to Purchaser at the possession or control of East;Closing; and (iv) the Contributed Loan Files in the possession Such other instruments or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration documents which by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of this Agreement are to be delivered by Purchaser at Closing. C. The acceptance of title to the Shareholder Agreement, Real Property by Purchaser shall be deemed to stand for election at be full performance and discharge of any and all obligations on the annual meeting part of stockholders of Rand, subject Seller to be performed pursuant to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand except as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of set forth in this Agreement including without limitation where such agreements and obligations are specifically stated to survive the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by RandClosing.

Closing Deliveries. At the Closing, (a) East shall the Buyer will pay to the Sellers the Purchase Price specified in Section 1.3; (b) the Sellers will deliver certificates (if any) representing the Subject Securities, duly endorsed for transfer or cause its Affiliates accompanied by stock powers duly executed in blank, and any other documents that are necessary to delivertransfer to the Buyer good title to all such Subject Securities; (c) each of the employees of the Companies listed on Schedule 1.5(c) will enter into noncompetition agreements substantially in the form of Exhibit B attached hereto; (d) the Companies, as applicable, to Rand: KMSC and Midwest Mix will (i) a counterpart of each enter into an assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand); (ii) the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Randthe Sellers and the Buyer to assign to KMSI any claims that the Companies, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment KMSC and assumption agreement Midwest Mix may have relating to the pending lawsuit by Kohler Mix Specialties, Inc. against Alfa Laval, Inc., provided that the Sellers will indemnify the Companies, KMSC and Midwest Mix from any and all Losses of any nature relating to or arising out of such claims or lawsuit or Sellers’ actions with respect thereto, without regard to the limitations set forth in Article VI; and (ii) agree to provide for a Contributed Investment Assetperiod of 24 months such information and cooperation as the Sellers may reasonably require in connection therewith, duly executed on behalf provided that the Sellers will reimburse the Companies, KMSC and Midwest Mix for any out-of-pocket expenses and the cost of Randpersonnel time in providing such information and cooperation; (iie) the Purchased Shares by book entry Sellers will transfer and deliver to an account for East at Rand’s transfer agent;the Buyer the originals or copies of all of the books, records, ledgers, disks, proprietary information and other data and all other written or electronic depositories of information of and relating to the Companies; and (iiif) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by Buyer and the Chief Executive Officer or Sellers will execute and deliver the Chief Financial Officer of Rand as documents required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate by each of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory them pursuant to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Rand.Article V.

Closing Deliveries. At the Closing, (a) East CALP shall deliver deliver, or cause its Affiliates or Representatives to deliver, to SSIC, in each case, whether maintained in electronic or physical form, as applicable, to Rand: (i) a counterpart of each assignment and assumption agreement (or similar assignment documentation as may be required under the applicable Contributed Loan Documents) relating to a Contributed Investment Asset, duly executed on behalf of East, CALP (or its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Randapplicable Affiliate); (ii) the Contributed Loan Notes with respect to such Contributed Loans, duly endorsed in the name of SSIC or accompanied by note powers duly endorsed in blank; (iii) the Contributed Loan Documents in the possession or control of EastCALP or its Affiliates; (iv) the Contributed Loan Files in the possession or control of EastCALP or its Affiliates; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s a certificate signed by an officer officer, member or manager of East CALP as required to be delivered under Sections 8.3(a), 8.3(b) and 8.3(b8.3(c); (Avi) a an IRS Form W-9 or other certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to RandSSIC; (xvii) a certificate of counterpart to the Secretary or Assistant Secretary (or equivalent officer12(d)(1)(E) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by EastCALP; and (xiiviii) such evidence of the termination of any Contracts existing as of the date of this Agreement that subordinate, purport to subordinate or have the substantive effect of subordinating CALP’s rights to payments in respect of any Contributed Investment Asset to any Indebtedness or other documents claims or any Lien supporting any other Indebtedness or other claims owed to any Affiliate of CALP, including all subordinations as may be reasonably required by Randset forth in Section 5.8(j) of the CALP Disclosure Schedule, each in form and substance reasonably satisfactory to RandSSIC. For the avoidance of doubt, (A) with respect to effect any accrued interest payments and/or other payments that are Excluded Assets under Section 2.1(b)(i), such amounts shall not be taken into account in the intentions calculation of the Parties contemplated Contributed Investment Assets Fair Value, and CALP shall be entitled to any such payments, and (B) with respect to any accrued interest payments and/or other payments that are Contributed Investment Assets under Section 2.1(a)(ii), whether relating to periods that begin or end on, prior to, or after, the Closing Cut-off Time, such amounts shall be taken into account in the calculation of the Contributed Investment Assets Fair Value, and SSIC shall be entitled to any such payments. After the Closing, (i) if SSIC receives any payments that under the terms of this Agreement are for the account of CALP, SSIC shall promptly wire or otherwise transfer such amounts to an account designated in writing by CALP and (ii) if CALP receives any payments that under the terms of this AgreementAgreement are for the account of SSIC, duly executed CALP shall promptly wire or otherwise transfer such amounts to an account designated in writing by EastSSIC. (b) Rand SSIC shall deliver deliver, or cause its Affiliates or Representatives to Eastdeliver, to CALP, in each case, whether maintained in electronic or physical form, as applicable: (i) a counterpart of each assignment and assumption agreement (or similar assignment documentation as may be required under the applicable Contributed Loan Documents) relating to a Contributed Investment Asset, duly executed on behalf of RandSSIC; (ii) the Purchased Shares by Shares, delivered in book entry transfer to an account for East at Randform on the records of SSIC’s transfer agent, free and clear of all Liens, other than Liens under the Organizational Documents of SSIC that are set forth in Section 3.4(b)(ii) of the SSIC Disclosure Schedule, if any, and restrictions on transfer under federal and state securities Laws, if any; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s a certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand SSIC as required to be delivered under Sections 8.2(a), 8.2(b) and 8.2(b8.2(c); (iv) a certificate signed by the manager of Silver Spike as required to be delivered under Sections 8.2(c) and 8.2(d); and (v) a certificate of counterpart to the Secretary or Assistant Secretary (or equivalent officer12(d)(1)(E) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by RandSSIC.

Closing Deliveries. At the Closing, (a) East The Buyer shall deliver have received at or cause its Affiliates to deliver, as applicable, to Rand: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand); (ii) the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject prior to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East Closing such documents, instruments or certificates as required reasonably necessary to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with consummate the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, including, without limitation: (a) the stock certificates representing the Shares duly executed by East.endorsed in accordance with Section 1.01 of this Agreement; (b) Rand such certificates of the Company's officers and of the Stockholders and such other documents evidencing satisfaction of the conditions specified in this Section 8 as the Buyer shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Randreasonably request; (iic) a certificate evidencing the Purchased Shares existence and good standing of the Company issued by book entry transfer to an account for East at Rand’s transfer agentthe Secretary of State of Illinois; (iiid) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate certificates of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies attesting to the incumbency of all the Company's officers, the authenticity of the resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly and the authenticity and continuing validity of the charter documents delivered pursuant to Section 3.01; (e) where consent to the transaction is required by the Leases in Tennessee, Illinois, California, or Texas, estoppel certificates from each lessor from whom the Company or any Subsidiary leases real or personal property consenting to the acquisition of the Shares by the Buyer and the other transactions contemplated hereby, and representing that to the knowledge of the applicable landlord there are no written notices of defaults against the Company or such Subsidiary under such Lease; (f) where consent to the transaction is required by the applicable Lease, estoppel certificates from each tenant to whom the Company or any Subsidiary leases real property consenting to the acquisition of the Shares by the Buyer and the other transactions contemplated hereby, and representing that to the knowledge of the applicable tenant there are no written notices of defaults against the Company or such Subsidiary under such Lease; (g) certificates of appropriate governmental officials evidencing the Company's and LLC's qualification to do business as a foreign corporation and good standing of the Company and LLC in each jurisdiction listed in Schedule 3.01; (h) written resignations of all members of the Company's Board of Directors; (i) the original corporate minute books of the Company and all corporate seals; and (j) a cross receipt executed by Randthe Buyer and the Stockholders.

Closing Deliveries. At the Closing,: (a) East Target and/or Holders (as applicable) shall deliver or cause its Affiliates to deliver, as applicable, be delivered to RandAcquiror the following: (i) a counterpart the Certificates and the Letters of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate Transmittal (if applicable) and each Person from whom a Consent, as set forth on contemplated by Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand2.08); (ii) the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms a certificate of the Shareholder Agreement, to stand for election at the annual meeting Secretary of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each caseTarget, in form and substance reasonably satisfactory to RandAcquiror and its counsel, regarding Target's Charter Documents, good standing, board of directors and stockholder resolutions relating to the Transactions and the incumbency of Target's officers; (iii) letters of resignation in the name of and executed by each (A) member of Target's Board of Directors resigning his/her position as a director of such company effective as of the Effective Time, and (B) officer of Target resigning his/her position as an officer of such company effective as of the Effective Time, in each case, except as otherwise agreed to by the Parties; (iv) executed counterparts to each of the Transaction Documents to which Target or any Holder is a party; (v) bank account signature cards for each account of Target; (vi) the Required Consents; (vii) executed counterparts of an Employment Agreement, in the form of Exhibit D, entered into as of the Closing Date by Target and Lewis (the "Employment Agreement"); (viii) executed cxxxxxrparts of a Noncompetition Agreement, in the form of Exhibit E, entered into as of the Closing Date by Acquiror and Lewis (the "Lewis Noncompetition Agreement"); (ix) the Xxxxrdinatixx Xxreement; and (x) the Security Agreement. (b) Acquiror shall deliver the following to the Holders' Representative: (i) the Aggregate Merger Consideration (as contemplated by Section 2.08); (ii) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the executionAcquiror, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance reasonably satisfactory to Randthe Holders and their counsel, to effect the intentions regarding Acquiror's Charter Documents, good standing, board of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement directors resolutions relating to a Contributed Investment Asset, duly executed on behalf the Transactions and the incumbency of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agentAcquiror's officers; (iii) copies a certificate of the Management Agreementsgeneral partner of Acquisition Sub, duly executed by Randin form and substance reasonably satisfactory to the Holders and their counsel, regarding Acquisition Sub's Charter Documents, good standing and the consent of the general partner relating to the Transactions; (iv) an officer’s certificate signed by executed counterparts to each of the Chief Executive Officer Transaction Documents (including the Employment Agreement) to which Acquiror or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b)Acquisition Sub is a party; (v) a certificate the Subordination Agreement executed by Acquiror and all of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all Acquiror's Affiliates required to execute such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyagreement; (vi) a copy of the Shareholder Security Agreement, duly executed by Rand; and (vii) the Deed of Trust. (c) Acquiror shall file with the Secretary of State of Texas a duly executed Certificate of Merger, as required by the TBCA and the TRLPA, and the Parties shall take all such other documents and further actions as may be reasonably required by East, in form law to make the Merger effective upon the terms and substance satisfactory subject to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Randconditions hereof.

Closing Deliveries. At On the Closing, (a) East Closing Date, the parties shall deliver make, execute, acknowledge and deliver, or cause its Affiliates to deliver, as applicable, to Rand: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand); (ii) the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(amade, executed, acknowledged and delivered, the legal documents and other items (collectively the “Closing Documents”) and 8.3(b); (A) to which it is a certification of non-foreign status party or for which it is otherwise responsible that complies with are necessary to carry out the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance intention of this Agreement and the consummation other transactions contemplated to take place in connection therewith. The Closing Documents and other items to be delivered at the Closing shall include, without limitation, the following: (a) The Contribution and Assumption Agreement in the form attached hereto as Exhibit B, as applicable; (b) The OP Agreement; (c) The OP Unit Certificates, and/or other evidence of the Stock Purchaseissuance of OP Units to the Contributor; (d) All books and records, title insurance policies, the Assumed Agreements, lease files, contracts, of the Company and each Contributed Company (and any subsidiary of the Contributed Companies) that are in the possession of the Contributor or which can be obtained through the Contributor’s reasonable efforts, provided that the Contributor shall have continuing access to such books and records for purposes of any required Tax filings, Tax disputes or other legitimate purposes; (e) An affidavit from the Contributor stating, under penalty of perjury, the Contributor’s United States Taxpayer Identification Number and that the Contributor is not a foreign person pursuant to Section 1445(b)(2) of the Code in form and substance acceptable to the Operating Partnership; (f) Any other documents that are in the possession of the Contributor or which can be obtained through the Contributor’s reasonable efforts which are reasonably requested by the Operating Partnership or reasonably necessary or desirable to assign, transfer, convey, contribute and deliver the Contributed Company Interests and other Contributed Assets, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with effectuate the transactions contemplated hereby; (xig) The Operating Partnership and the Company, on the one hand, and the Contributor, on the other hand, shall provide to the other a certified copy of all appropriate corporate resolutions or partnership or limited liability company actions authorizing the Shareholder execution, delivery and performance by the Operating Partnership and the Company (if so requested by the Contributor) and the Contributor (if so requested by the Operating Partnership or the Company) of this Agreement, any related documents and the documents listed in this Section 2.3; (h) The Operating Partnership and the Company, on the one hand, and the Contributor, on the other hand, shall provide to the other a certification regarding the accuracy in all material respects of each of their respective representations and warranties herein and in this Agreement as of such date (except for such representations and warranties that are qualified by materiality or Material Adverse Effect, which representations and warranties shall be certified as being accurate in all respects); and (i) Any documents reasonably required by a Lender in connection with the assumption of an Existing Loan at or prior to Closing, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Eastapplicable party. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Rand.

Closing Deliveries. At the Closing, (a) East The Subtenant shall duly execute and deliver or cause its Affiliates to deliver, as applicable, to Randon Closing: (i) a counterpart the Sublease, the commencement date of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf which will be the date of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)Closing; (ii) the Contributed Loan Notes Contribution Agreement, substantially in the form of the agreement attached hereto as Schedule B; (iii) evidence the Reserve Fund Account has been established as required under the Sublease together with respect written agreement by the Subtenant, in a form acceptable to such Contributed Loansthe Sublandlord acting reasonably, securing the amount required to be contributed monthly to the Subtenant’s reserve account to fund the Capital Repairs; (iv) evidence of insurance as required under the Sublease; (v) certified copy of the directors' resolution of the Subtenant authorizing the transaction; (vi) an acknowledgement the Remediation Work has been completed to the Subtenant’s satisfaction except as set out in Section 6 above; (vii) an acknowledgement that all Turnover Deliveries have been provided to it; (viii) Declaration of Compliance with Anti-Harassment/Discrimination Legislation & City Policy attached to the Contribution Agreement as Schedule "E"; (ix) evidence of transfer of utilities; and (x) all other agreements and documentation and all acknowledgements and directions and other documentation required to complete this transaction and to register a satisfactory notice of the Sublease on title to the Demised Premises (b) The Sublandlord shall duly execute and deliver on Closing: (i) the Sublease; (ii) the Contribution Agreement; (iii) the Contributed Loan Documents in the possession or control of EastTurnover Deliveries; (iv) such keys, combination or other access devices required to access the Contributed Loan Files in the possession or control of East;Demised Premises; and (v) the Contributed Books all other agreements and Records; (vi) the Cash Consideration by wire transfer of immediately available funds documentation and all acknowledgements and directions and other documentation required to an account of Rand designated in writing by Rand complete this transaction and to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms register a satisfactory notice of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject Sublease on title to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by EastPremises. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Rand.

Closing Deliveries. At the Initial Closing and at each Additional Closing (but, in the case of each Additional Closing,, only to the extent not delivered at a prior Closing), the following actions shall take place, all of which shall be deemed to have occurred simultaneously, and no action shall be deemed to have been completed or any document delivered until all such actions have been completed and all required xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1002638/000100263816000084/exhibit21.htm 21/134 documents delivered, unless waived by the relevant party for whose benefit such action should have been completed or such document should have been delivered: (a) East shall deliver or cause its Affiliates to The Sellers will deliver, as applicableor will cause to be delivered, to Randthe Notary: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, (copy of) the duly executed shareholder’s resolution for the Acquired Company with respect to the restriction on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand);the Acquired Company Shares; (ii) the Contributed Loan Notes with respect to such Contributed Loans;original and complete shareholders’ register of the Acquired Company; (iii) for each of EMC Benelux and the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directorsAcquired Company, as applicable based upon the terms copies of the Shareholder Agreementduly executed and, to stand for election at the annual meeting extent required by the Notary, legalized powers of stockholders attorney to any notary, candidate­notary, lawyer or employee of RandHouthoff Buruma Coöperatief U.A. to execute the Notarial Deed on behalf of EMC Benelux and the Acquired Company, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each caserespectively, in form and substance reasonably satisfactory to Rand;the Notary; and (xiv) a certificate confirmation that the Purchase Price has been received by the Sellers. (b) The Sellers will deliver, or will cause to be delivered, to the Purchaser all duly executed instruments and other items which are required by the terms hereof to be delivered at the applicable Closing, including: (i) the Xxxx of Sale, duly executed by the Secretary or Assistant Secretary (or equivalent officerapplicable member(s) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation Seller Group; (ii) counterpart of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy Assumption of the Shareholder Liabilities Agreement, duly executed by East; andthe applicable member(s) of the Seller Group; (xiiiii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions counterpart of the Parties contemplated assignment and assumption agreement with respect to the EIC Business IP License, duly executed by this EMC and EISI; (iv) counterpart of each Local Asset Transfer Agreement (unless otherwise specified therein) and other Transfer Documents, duly executed by the applicable member(s) of the Seller Group; (v) counterpart of the Transition Services Agreement, duly executed by Eastthe applicable member(s) of the Seller Group; (vi) counterparts of the Joint Use & Occupancy Agreements, duly executed by the applicable member(s) of the Seller Group; (vii) counterparts of the Intellectual Property License Agreements, in each case duly executed by the applicable member(s) of the Seller Group; (viii) counterpart of the Trademark License Agreement, duly executed by the applicable member(s) of the Seller Group; (ix) embodiments of all the Transferred Products, including all source code of the Software therein, together with the source code of the prior versions of such Software (to the extent such source code is in the possession of Sellers, their Affiliates or their respective representatives), the Product Proprietary Information and any other support systems, know­ xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1002638/000100263816000084/exhibit21.htm 22/134 how, architecture, schematics, specifications, documentation, data and information to the extent (i) necessary to build and support the Transferred Products or otherwise operate the Business and (ii) used by the Business as of the date hereof or as of the applicable Closing; for each item under this clause (x), solely to the extent it is an Acquired Asset; (x) counterpart of the Existing Customer Reseller Agreement, duly executed by the applicable member(s) of the Seller Group; (xi) counterpart of the New Business Reseller Agreement, duly executed by the applicable member(s) of the Seller Group; (xii) counterpart of each Indian Service Agreement, duly executed by the applicable member(s) of the Seller Group; (xiii) a statement in accordance with the requirements of Treasury Regulation Section 1.1445­2(b)(2) from an officer of EMC (and any other member of the Seller Group that is a “United States person” within the meaning of Section 7701 of the Code and the Treasury regulations thereunder and that is the transferor of any Acquired Asset, as applicable) certifying that such Seller is not a “foreign person” as defined in Section 1445(f)(3) of the Code; (xiv) a certificate signed by an officer of each Seller as required by Section 6.3(a) (v); (xv) any releases, lien terminations or instruments of discharge in customary form necessary to effect the release of (A) all Encumbrances or other security with respect to the Acquired Company Shares and (B) all Encumbrances or other security (other than Permitted Encumbrances) with respect to the other Acquired Assets; (xvi) the Business Records contemplated by Section 1.1(j); and (xvii) all such other bills of sale, special or limited warranty deeds, assignments and other instruments of assignment, transfer or conveyance as the Purchaser may reasonably request or as may be otherwise legally necessary to evidence and effect the sale, transfer, assignment, conveyance and delivery of the Acquired Assets to the Purchaser and to put the Purchaser in actual possession or control of the Acquired Assets. (bc) Rand shall deliver The Purchaser will deliver, or will cause to Eastbe delivered, to the Notary a duly executed and, to the extent required by the Notary, legalized and apostilled power of attorney to any notary, candidate­ notary, lawyer or employee of Houthoff Buruma Coöperatief U.A. to execute the Notarial Deed on behalf of the applicable member of the Purchaser Group, in form and substance reasonably satisfactory to the Notary, and accompanied by a statement of authority of the signatories and such other documents as the Notary may reasonably require. (d) The Purchaser will deliver, or will cause to be delivered, to the Sellers all duly executed instruments and other items which are required by the terms hereof to be delivered at the applicable Closing, including: (i) a an amount equal to the Purchase Price pursuant to Section 2.1(a); xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1002638/000100263816000084/exhibit21.htm 23/134 (ii) counterpart of each the Assumption of Liabilities Agreement, duly executed by the applicable member(s) of the Purchaser Group; (iii) counterpart of the assignment and assumption agreement relating with respect to a Contributed Investment Assetthe EIC Business IP License, duly executed on behalf of Rand;by the Purchaser; (iiiv) counterpart of each Local Asset Transfer Agreement (unless otherwise specified therein) and other Transfer Documents, duly executed by the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent;applicable member(s) of the Purchaser Group; (iiiv) copies counterpart of the Management Transition Services Agreement, duly executed by the applicable member(s) of the Purchaser Group; (vi) counterparts of the Joint Use & Occupancy Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officerapplicable member(s) of the Company certifying that attached thereto are true and complete copies Purchaser Group; (vii) counterparts of all resolutions adopted the Intellectual Property License Agreements, in each case duly executed by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation applicable member(s) of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;Purchaser Group; (viviii) a copy counterpart of the Shareholder Trademark License Agreement, duly executed by Rand; andthe applicable member(s) of the Purchaser Group; (viiix) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions counterpart of the Parties contemplated by this Existing Customer Reseller Agreement, duly executed by Randthe applicable member(s) of the Purchaser Group; (x) counterpart of the New Business Reseller Agreement, duly executed by the applicable member(s) of the Purchaser Group; (xi) counterpart of each Indian Service Agreement, duly executed by the applicable member(s) of the Purchaser Group; (xii) a certificate signed by an officer of the Purchaser as required by Section 6.2(a) (iv); and (xiii) all such other assumption agreements and other instruments as the Sellers may reasonably request or as may be otherwise legally necessary to evidence and effect the assumption of the Assumed Liabilities by the Purchaser and to otherwise make the Purchaser responsible for the Assumed Liabilities. (e) The Notary shall execute the Notarial Deed.

Closing Deliveries. At Each of the Closing, Seller Parties shall have executed (awhere applicable) East shall deliver and delivered, or cause its Affiliates caused to deliver, as applicablebe delivered, to Rand: Purchaser: (i) a counterpart of each assignment the Purchased Assets, in the manner and assumption agreement relating form, and to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand); locations reasonably specified by Purchaser; (ii) the Contributed Loan Notes with respect to such Contributed Loans; Escrow Agreement, executed and delivered by Seller Parent and the Escrow Agent; (iii) the Contributed Loan Documents Transition Services Agreement in substantially the possession or control of East; form attached hereto as Exhibit C (the “Transition Services Agreement”); (iv) the Contributed Loan Files in the possession or control of East; Ancillary Agreements to which it is a party; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance evidence reasonably satisfactory to Rand; Purchaser that each of the Required Consents set forth on Schedule 7.2(b) has been obtained; (xvi) a certificate of its secretary, setting forth the Secretary or Assistant Secretary (or equivalent officer) certified articles of the East certifying that attached thereto are true incorporation, bylaws and complete copies resolutions of all resolutions adopted by the members its board of East directors and shareholders authorizing the execution, delivery, delivery and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements hereby and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; , and certifying that (viA) a copy such articles of incorporation, bylaws, and resolutions have not been amended or rescinded and are in full force and effect, (B) its officers executing this Agreement and other documents delivered pursuant to this Agreement are incumbent officers and the Shareholder Agreement, duly executed by Randspecimen signatures on the certificate are their genuine signatures and (C) the conditions specified in this Section 7.2 have been satisfied; and (vii) such other documents as may be a certificate of good standing or similar certificate for Seller Parent from the applicable Governmental Authority in Delaware and California; and (viii) evidence reasonably required by East, in form and substance satisfactory to East, to effect Purchaser that the intentions of Encumbrances (other than the Parties contemplated by this Agreement, duly executed by RandClosing Permitted Encumbrances) on the Purchased Assets have been released.

Closing Deliveries. (a) At the Closing, , Sellers shall execute (awhere appropriate) East shall and deliver or cause its Affiliates to deliver, as applicable, to RandPurchasers the following: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)Reinsurance Agreements; (ii) the Contributed Loan Notes with respect to such Contributed LoansAdministrative Services Agreements; (iii) the Contributed Loan Documents in the possession or control of EastGeneral Assignment and Assumption Agreements; (iv) the Contributed Loan Files in the possession or control Bills of EastSale; (v) evidence of compliance with the Contributed Books and Recordsrequirements of the HSR Act; (vi) evidence of receipt of the Cash Consideration by wire transfer Permits described on Exhibit 5 from the Insurance Departments of immediately available funds to an account the States of Rand designated in writing by Rand to East;Tennessee, Delaware, New York and California and the Commonwealth of Massachusetts; and (vii) nomination in writing evidence of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of noncompliance with any state pre-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Eastacquisition notification acts from which no exemption is available. (b) Rand At the Closing, PNAC and PRV shall execute and deliver to EastVALIC the Separate Account Transfer Agreements and the Separate Account Administration Agreements. (c) At the Closing, Provident and Sellers shall execute and deliver to Purchasers the following: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Randthe Transition Services Agreement; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agentLicense Agreement; (iii) copies the Marketing Agreements; and (iv) a certificate of an executive officer of Provident, dated the Management Closing Date, representing and warranting to the effect that (A) the person signing such certificate is familiar with the provisions of this Agreement and (B) the conditions specified in Article 5 have been satisfied. (d) At the Closing, Purchasers shall execute (where appropriate) and deliver to Sellers the following: (i) the Reinsurance Agreements, duly executed by Rand; (ii) the Administrative Services Agreements; (iii) the General Assignment and Assumption Agreements; (iv) an officer’s certificate signed by evidence of compliance with the Chief Executive Officer or requirements of the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b);HSR Act; and (v) evidence of compliance with any state pre-acquisition notification requirements from which no exemption is available. (e) At the Closing, VALIC shall execute and deliver to PNAC and PRV the Separate Account Transfer Agreements and the Separate Account Administration Agreements. (f) At the Closing, Purchasers shall execute and deliver to Provident and Sellers the following: (i) the Transition Services Agreement; (ii) the License Agreement; (iii) the Marketing Agreements; and (iv) a certificate of an executive officer of each Purchaser, dated the Secretary or Assistant Secretary Closing Date, representing and warranting to the effect that (or equivalent officerA) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by person signing such certificate is familiar with the Rand Board authorizing the execution, delivery, and performance provisions of this Agreement and (B) the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are conditions specified in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by RandArticle 6 have been satisfied.

Closing Deliveries. At the Closing, (a) East At Closing, Parent shall deliver pay or deliver, or cause its Affiliates to deliverbe paid or delivered, as applicablethe case may be, to Randthe Transferor Parties: (i) a counterpart of each assignment and assumption agreement relating an amount equal to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)Cash Payment; (ii) an original stock certificate evidencing the Contributed Loan Notes with respect to such Contributed LoansStock Consideration; (iii) Transaction Documents duly executed by the Contributed Loan Documents in the possession or control of East;Acquiring Parties, as applicable; and (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each caseA certificate, in form and substance reasonably satisfactory to Rand; (x) a certificate Transferor Parties, signed by an authorized officer of each of the Secretary or Assistant Secretary (or equivalent officer) of Acquiring Parties certifying the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are matters described in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by EastSection 7.1. (b) Rand At the Closing, the Transferor Parties shall deliver to EastAcquiror: (i) a counterpart The Transferred Assets, including without limitation, copies of each assignment all books, records, files, and assumption agreement documents of Transferor relating to any of the Transferred Assets or otherwise related or necessary to the commercial exploitation of the Transferred Assets or the Business, and without limiting the foregoing, electronic media including complete and accurate copies of all Intellectual Property Embodiments and Documentation, with all electronic media to be delivered fully functioning; provided that if Acquiror waives the closing condition that a Contributed Investment AssetRequired Consent be obtained for any Transferred Contract, duly executed on behalf of Randsuch Transferred Contract shall not be assigned to Acquiror at the Closing, but shall instead be assigned at such time as the Required Consent is obtained; (ii) Transaction Documents duly executed by the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agentTransferor Parties, as applicable; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by EastA certificate, in form and substance reasonably satisfactory to EastAcquiror, signed by Transferor certifying the matters described in Section 6.1; and (iv) All Required Consents set forth on Schedule 3.10 and all Governmental Authorizations required to effect consummate the intentions of the Parties transactions contemplated by this Agreement, duly executed by Rand.

Closing Deliveries. At the Closing, (a) East , the parties shall deliver make, execute, acknowledge and deliver, or cause its Affiliates to deliver, as applicable, to Rand: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand); (ii) the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(amade, executed, acknowledged and delivered, the legal documents and other items (collectively the “Closing Documents”) and 8.3(b); (A) a certification of non-foreign status that complies with necessary to carry out the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance intention of this Agreement and the consummation other transactions contemplated to take place in connection therewith, which Closing Documents and other items shall include, without limitation, the following: 3.3.1 The Contribution and Assumption Agreement in the form attached hereto as Exhibit B; 3.3.2 A duly executed and notarized special warranty deed (the “Deed”), in the form provided for under the law of the Stock PurchaseState of Texas and otherwise in conformity with the custom in the jurisdiction where the Property is located and in form and substance satisfactory to the Operating Partnership and Contributor, conveying good, indefeasible and marketable fee simple title to the Property, subject only to the Permitted Liens; 3.3.3 The OP Agreement; 3.3.4 The Amendment evidencing the transfer of Series T Limited Units to the Contributor under Exhibit D; 3.3.5 The Contributor shall deliver all books and records, title insurance policies, leases, lease files, contracts, original promissory notes, and that all such resolutions other indicia of ownership or interest with respect to the Property which are in full force the Contributor’s possession or which can be obtained through Contributor’s reasonable efforts along with appropriate evidence of the Contributor’s assignment thereof; 3.3.6 An affidavit from the Contributor, stating under penalty of perjury, the Contributor’s United States Taxpayer Identification Number and effect that the Contributor is not a foreign person pursuant to Section 1445(b)(2) of the Code and are all a comparable affidavit satisfying any applicable federal and state law and Section 4.2.7 and any other withholding requirements; 3.3.7 The Contributor shall deliver a beneficiary’s statement or other evidence satisfactory to the resolutions adopted Operating Partnership in connection with its sole discretion confirming the outstanding principal balance and term of the Existing Loan to be assumed by the Operating Partnership; 3.3.8 The Contributor shall deliver any other documents reasonably requested by the Operating Partnership or reasonably necessary or desirable to assign, transfer, convey, contribute and deliver the Contributor’s Property (subject to the Permitted Liens) and effectuate the transactions contemplated hereby, including, without limitation, and only to the extent applicable, quitclaim deeds and/or grant deeds, assignments of ground leases, air space leases and space leases, bills of sale, assignments, and all state and local transfer tax returns and any filings with any applicable governmental jurisdiction in which the Operating Partnership is required to file its partnership documentation or the recording of the Contribution and Assumption Agreement or Deed or other Property transfer documents as required; (xi) 3.3.9 If requested by the Operating Partnership, a certified copy of all appropriate corporate resolutions or partnership actions authorizing the Shareholder execution, delivery and performance by the Contributor of this Agreement, duly executed any related documents and the documents listed in this Section 3.3; 3.3.10 The Contributor shall deliver to the Operating Partnership possession of the Property; 3.3.11 The Operating Partnership, on the one hand, and the Contributor, on the other hand, shall provide to the other a certification regarding the accuracy of each of their respective representations and warranties herein and in this Agreement as of such date. The Contributor shall provide a certification that it has performed the respective covenants required to be performed by East; andthem prior to Closing; (xii) such other documents 3.3.12 The Contributor shall deliver an affidavit as may be required by the Title Company to delete from the Title Policy the standard exceptions and to issue any title endorsements as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of RandOperating Partnership; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Rand.

Closing Deliveries. At the Closing, (a) East On or prior to the Closing, Amyris shall deliver deliver, or cause its Affiliates to deliver, as applicablebe delivered, to Rand: (i) Nikko a counterpart certificate of each assignment and assumption agreement relating Amyris’ Secretary or other duly authorized officer, in a form reasonably acceptable to a Contributed Investment AssetNikko, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand); (ii) the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); certifying that (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete correct copies of all the resolutions adopted by the members of East Amyris authorizing the execution, delivery, delivery and performance of this Agreement and the other documents to which it is a party contemplated hereby and thereby and the consummation of the Stock Purchasetransactions contemplated by this Agreement, and that (B) all such resolutions are in full force and effect and are have not been repealed or contravened, (C) such resolutions constitute all the resolutions adopted in connection with the transactions contemplated by this Agreement and (D) all of its representations and warranties set forth herein are true and correct. Further, on or prior to the Closing, Amyris shall provide (i) written consents to consummate the transaction contemplated hereby;, which are issued by all of the financial institution(s) and other Persons lending money to or providing guarantees for Xxxxxx (and whose consent is required for such consummation), (ii) written consent from Akzo Nobel SPG LLC confirming that the Company is entitled to exercise any and all rights under the Akzo Nobel Agreements or other documentation relating to the Akzo Nobel Agreements reasonably satisfactory to Nikko, (iii) a statement pursuant to Treasury Regulation Section 1.1445-2(b), in a form reasonably satisfactory to Nikko, providing that Xxxxxx is not a “foreign person” for purposes of Section 1445 of the Code, (iv) a list of Amyris’ debt-holders; (v) warranty deed conveying the Real Property to the Company together with any necessary sewer, utility and access easements; (vi) a bill of sale and assignment from Amyris conveying to the Company the Assets; (vii) a statement of termination of the UCC financing statement filed for the First Western Bank & Trust (DBA All Lines Leasing); and (viii) financial statements of Glycotech/Salisbury. In relation to Section 3.2.(a)(i), Xxxxxx xxxxxx confirms that it will deliver a letter of waiver and release issued by Stegodon Corporation concerning the transactions contemplated by this Agreement and that no other consent is required to consummate such transactions in accordance with the terms of this Agreement. (xib) On or prior to the Closing, each of Nikko Chemicals and Nissa shall deliver, or cause to be delivered, to Amyris a copy certificate of Nikko Chemicals’ or Xxxxx’s Secretary, as applicable, or other duly authorized officer, in a form reasonably acceptable to Xxxxxx, certifying that (A) attached are true and correct copies of the Shareholder resolutions of Nikko Chemicals or Nissa, as applicable, authorizing the execution, delivery and performance of this Agreement, duly executed by East; and (xii) such the other documents as may be reasonably required by Rand, each in form and substance satisfactory the other documents to Rand, to effect which it is a party contemplated hereby and thereby and the intentions consummation of the Parties transactions contemplated by this Agreement, duly executed by East. (bB) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are have not been repealed or contravened, (C) such resolutions constitute all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this AgreementAgreement and (D) all of its representations and warranties set forth herein are true and correct. Further, duly executed by Randat the Closing, Nikko shall remit the Initial Purchase Price in accordance with Section 2.2.

Closing Deliveries. (a) At the Closing, (a) East shall , Sellers will deliver or cause its Affiliates to deliver, as applicable, to RandBuyers: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly the WAP Agreement executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)by Bally; (ii) the Contributed Loan Notes with respect to such Contributed LoansGaming Agreement executed by Bally; (iii) the Contributed Loan Documents in Trademark Assignment Agreement executed by Bally and the possession or control of EastPartnership; (iv) the Contributed Loan Files in the possession or control of Eastany consents required pursuant to Section 7.1(f); (v) a certificate substantially in the Contributed Books form attached as Exhibit D to this Agreement, executed by United Gaming and RecordsBally; (vi) a release of claims against the Cash Consideration Partnership, in the form attached as Exhibit E, executed by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to EastUnited Gaming and Bally; (vii) nomination in writing copies of two or three directorsall agreements, as applicable based upon the terms of the Shareholder Agreementinstruments, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) certificates and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each caseother documents, in form and substance reasonably satisfactory to RandBuyers, that are necessary to evidence the full and complete termination of all agreements and transactions (including intercompany payables and receivables) between the Partnership, on the one hand, and United Gaming, Bally, or any of their respective Affiliates, on the other hand, other than the Ancillary Agreements; (viii) copies of all agreements, instruments, certificates and other documents, in form and substance reasonably satisfactory to Buyers, that are necessary to evidence the full and complete termination of the Casino Management Agreement and transactions contemplated thereby (including resignations of those appointed thereunder, if any); (ix) duly and validly executed copies of all agreements, pay-off letters, instruments, certificates and other documents, in form and substance reasonably satisfactory to Buyers, that are necessary to evidence the full and complete release or termination of all Liens on the Partnership Interests and all Liens (other than Permitted Liens) on the assets and properties of the Partnership and the payment of all outstanding Indebtedness of the Partnership on or prior to the Closing; (x) a certificate of from United Gaming, in the Secretary or Assistant Secretary (or equivalent officer) of the East form provided in Treasury Regulation section 1.1445-2(b)(2)(iv), issued pursuant to and in compliance with Treasury Regulation section 1.1445-2(b)(2), certifying that attached thereto are true and complete copies United Gaming is not a foreign person within the meaning of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated herebyTreasury Regulation section 1.1445-2(b)(2); (xi) the Title Affidavit; (xii) an assignment of United Gaming’s Partnership Interests, in substantially the form attached as Exhibit F, duly and validly executed by United Gaming; (xiii) either (A) an assignment of RCC’s Partnership Interests, in substantially the form attached as Exhibit G and a copy termination and release of claims against the Partnership, in substantially the form attached as Exhibit H, each duly and validly executed by RCC, or (B) the Requisite Court Order and Related Documents. (xiv) an amendment to the Partnership Agreement, in form and substance reasonably satisfactory to Buyers regarding the withdrawal of United Gaming and RCC as partners and the admission of Buyers as the sole partners, executed by United Gaming; (xv) a certificate of change in general partner to be filed with the Office of the Shareholder Secretary of State of the State of Mississippi, in form and substance reasonably satisfactory to Buyers; (xvi) a certificate of United Gaming, in its capacity as general partner of the Partnership, in form and substance reasonably satisfactory to Buyers, certifying as of the Closing Date to (A) the certificate of limited partnership of the Partnership and (B) the Partnership Agreement, duly executed by East; (xvii) a Certificate from the Office of the Secretary of State of the State of Mississippi certifying the good standing of the Partnership to do business in Mississippi dated within ten days prior to the Closing Date; (xviii) a CD-ROM containing electronic copies of all materials made available in the Data Site on or prior to the Closing Date; and (xiixix) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Eastfinal Survey. (b) Rand shall deliver At the Closing, Buyers will deliver, or will cause to Eastbe delivered, to United Gaming: (i) a counterpart the Closing Payment, by wire transfers of each assignment and assumption agreement relating immediately available funds to a Contributed Investment Asset, duly executed on behalf of Randthe accounts identified in writing provided by United Gaming to Buyers at least two Business Days prior to the Closing Date; (ii) the Purchased Shares WAP Agreement executed by book entry transfer to an account for East at Rand’s transfer agentthe Partnership; (iii) copies of the Management Agreements, duly Gaming Agreement executed by Randthe Partnership; (iv) an officer’s certificate signed amendment to the Partnership Agreement, in form and substance reasonably satisfactory to Sellers, executed by the Chief Executive Officer or the Chief Financial Officer of Rand Isle, UG Buyer and/or RCC Buyer, as required to be delivered under Sections 8.2(a) and 8.2(b)applicable; (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;any consents required pursuant to Section 7.2(f); and (vi) a copy of certificate substantially in the Shareholder form attached as Exhibit I to this Agreement, duly executed by Rand; andeach Buyer. (viic) such other documents as may be reasonably required by EastOn or prior to the date hereof, United Gaming will deliver to Buyers an estoppel certificate, in form and substance reasonably satisfactory to EastBuyers, and dated within ten days prior to effect the intentions of the Parties contemplated by this Agreementdate hereof, duly and validly executed by Randthe tenant under the Hotel Lease.

Closing Deliveries. At The Buyer shall have received at or prior to the Closing,Closing such additional documents, instruments or certificates as the Buyer may reasonably request including: (a) East shall deliver or cause its Affiliates to deliver, as applicable, to Rand: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Assetthe stock certificate representing the Shares, duly executed on behalf endorsed in accordance withSubsection 1.1 of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand); (ii) the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder this Agreement; (viiib) an officer’s certificate signed by an officer such certificates of East the Company's officers and of the Stockholder's officers and such other documents evidencing satisfaction of the conditions specified in this Section 6 as required to be delivered under Sections 8.3(a) and 8.3(b)the Buyer shall reasonably request; (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (xc) a certificate of the Secretary or Assistant Secretary of State of the State of New Jersey as to the legal existence and good standing (or equivalent officerincluding tax) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are Company in full force and effect and are all the resolutions adopted in connection with the transactions contemplated herebyNew Jersey; (xid) a copy certificates of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions Secretary of the Parties Company and of the Stockholder attesting to the incumbency of the Company's officers, the authenticity of the resolutions authorizing the transactions contemplated by this Agreement, duly executed by East.and the authenticity and continuing validity of the charter documents delivered pursuant to Subsection 3.1; (be) Rand shall deliver where required by the applicable Lease, estoppel certificates from each Lessor from whom the Company leases real or personal property consenting to East:the acquisition of the Shares by the Buyer and the other transactions contemplated hereby, and representing that there are no outstanding claims against the Company under such Lease; (f) where required by the applicable Lease, estoppel certificates from each tenant to whom the Company leases real property consenting to the acquisition of the Shares by the Buyer and the other transactions contemplated hereby, and representing that there are no outstanding claims against the Company under such Lease; (g) certificates of appropriate governmental officials in each state in which the Company is required to qualify to do business as a foreign corporation as to the due qualification and good standing (including tax) of the Company in each such jurisdiction; (h) written resignations of all directors and officers of the Company, other than as set forth in under the heading "Continuing Directors and Officers" in the Supplemental Letter; and (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) original corporate minute books of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Randcorporate seals.

Closing Deliveries. (a) At the Closing, (a) East , the delivery of the following documents shall deliver or cause its Affiliates occur simultaneously, and no document shall be deemed to deliverhave been delivered until all required documents are delivered, as applicable, to Randunless waived: (i1) a counterpart Each Seller shall deliver an executed representation letter agreement to the Company. The form of such representation letter shall be attached hereto at the Closing as Exhibit B. In addition, each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand); (ii) the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject Sellers shall deliver to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); Company (A) a certification stock certificates evidencing the Shares held by each of non-foreign status that complies with the requirements them, duly endorsed in blank or accompanied by share transfer deeds duly executed in blank, or other instruments of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, transfer in form and substance reasonably satisfactory to Rand; the Company, (xB) a certificate documentary evidence, filed with the Israeli Registrar of Companies, establishing the due recordation in the share register of SDS of the Secretary or Assistant Secretary (or equivalent officer) issuance of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, deliveryShares to each Seller, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xiiC) such other documents as may be required under applicable law or reasonably required requested by Rand, each in form and substance satisfactory to Rand, the Company to effect the intentions transfer of the Parties contemplated by this Agreement, duly executed by EastShares to the Company. (b2) Rand SDS shall deliver to East: the Company (iA) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed legal opinion on behalf of Rand; SDS opining as to matters customary in a transaction of this nature, (iiB) all the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies books and records of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, deliverySDS, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (viiC) such other documents as may be required under applicable law or reasonably required requested by Eastthe Company to effect the transfer of the Shares to the Company. (3) The Company shall deliver to each Seller a certificate evidencing the number of Consideration Shares indicated next to such Seller’s name on Exhibit A annexed hereto. (4) Xx. Xxxxx Xxxxx Xxxxxxxxx, the Company’s Secretary, shall deliver to the Company a fully executed copy of an escrow agreement, in form and substance satisfactory to East, the Company and the Sellers (the “Escrow Agreement”). The Sellers shall become a party to effect the intentions Escrow Agreement. A copy of the Parties Escrow Agreement shall be delivered by the Company to each of the Optionees at Closing. (5) The Company shall deliver a legal opinion to the Principal and the remaining Sellers from Xxxxx Xxxxx & Associates PLLC on behalf of the Company opining as to matters customary in a transaction of this nature. (6) SDS and the Principal shall have delivered to each other a duly executed employment agreement between SDS and the Principal, in form and substance satisfactory to SDS, the Company and the Principal. The form of such employment agreement shall be attached hereto at the Closing as Exhibit D (the “Shoval Employment Agreement”). The Shoval Employment Agreement shall provide for, inter alia, the grant of three (3) warrants (the “Shoval Warrants”) to purchase shares of Common Stock. The terms of each Shoval Warrant shall include that upon the achievement of a milestone (each Shoval Warrant to provide a different milestone), the amount of shares of Common Stock exercisable under such warrant shall equal 3.33% of the total number of outstanding shares of Common Stock at the time the milestone is achieved at an exercise price of $0.15 per share and shall provide for cashless exercise. (7) SDS and Xxxx Xxxxxxxx shall have delivered to each other a duly executed employment agreement between SDS and Xx. Xxxxxxxx, in form and substance satisfactory to SDS, the Company and Xx. Xxxxxxxx. The form of such employment agreement shall be attached hereto at the Closing as Exhibit E (the “Xxxxxxxx Employment Agreement”). The Xxxxxxxx Employment Agreement shall provide for, inter alia, the grant of three (3) warrants (the “Xxxxxxxx Warrants”) to purchase shares of Common Stock. The terms of each Xxxxxxxx Warrant shall include that upon the achievement of a milestone (each Xxxxxxxx Warrant to provide a different milestone), the amount of shares of Common Stock exercisable under such warrant shall equal 1.67% of the total number of outstanding shares of Common Stock at the time the milestone is achieved at an exercise price of $0.15 per share and shall provide for cashless exercise. (8) The Company, the Sellers and Xx. Xxxxxxxx shall have delivered to each other a duly executed Registration Rights Agreement, in form and substance satisfactory to such persons to cover the registration for resale of the Consideration Shares, Escrowed Shares, the Underlying Shares and shares of Common Stock issuable upon exercise of the Shoval Warrants and the Xxxxxxxx Warrants. The form of such Registration Rights Agreement shall be attached hereto at the Closing as Exhibit F. Such agreement shall provide for unlimited piggyback rights from the Closing Date and demand rights available from 18 months from the Closing Date, provided such demand rights shall be available only if the Company shall have cash and cash-equivalents in an amount equal to or exceeding $500,000. (9) The Israeli Office of the Chief Scientist shall have approved the transactions contemplated by this Agreement and the Company shall deliver to SDS an executed undertaking, addressed to the Israeli Office of the Chief Scientist, substantially in the form of Exhibit G hereto. (10) SDS shall deliver to the Company a waiver, executed by NG - The Northern Group LP and in form and substance satisfactory to the Company, with respect to any right or rights of NG - The Northern Group LP under the Amended and Restated Articles of Association of SDS (the “SDS Articles”) or otherwise associated with the Series A Preferred Shares of SDS held by NG - The Northern Group LP, including rights of first refusal, the exercise of which may interfere with the consummation of the transactions as contemplated by this Agreement. Prior to or upon the Closing, duly NG - The Northern Group LP shall have converted said Series A Preferred Shares of SDS into ordinary shares in SDS on a one-to-one basis. (11) The Optionees shall have executed option agreements in respect of the Company Options in form and substance satisfactory to the Company and the Sellers. The terms of such option agreements shall include an exercise price equal to $0.0001, a ten-year exercise period, shall provide for cashless exercise and shall include an automatic increase in the Underlying Shares as contemplated by RandSection 2(b) above and Section 7.1 below. The form of such option agreements shall be attached hereto at the Closing as Exhibit H. (12) The Sellers and the Optionees shall have received pre-rulings from the Israeli Tax Authority, in form and substance satisfactory to them concerning the transactions contemplated by this Agreement.

Closing Deliveries. At Administrative Agent shall have received the Closing, (a) East following documents, instruments, agreements, and other information, each of which shall deliver or cause its Affiliates be in form and substance and executed in such counterparts as shall be acceptable to deliverAdministrative Agent and Required Lenders and each of which shall, as applicableunless otherwise indicated, to Randbe dated the Effective Date: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)this Amendment; (ii) a Note payable to the Contributed Loan Notes with respect to order of each Lender in the amount of such Contributed LoansLender's Commitment, duly executed by Borrower; (iii) a Guaranty Agreement duly executed by each of Borrower's Subsidiaries who have not previously executed a guaranty of the Contributed Loan Documents in the possession or control of EastObligations, excluding DEFC; (iv) a certificate executed by an Authorized Officer of Borrower stating that (A) the Contributed representations and warranties of Borrower contained in this Agreement and the other Loan Files Documents are true and correct in all respects, (B) no Default or Event of Default has occurred which is continuing, and (C) all conditions set forth in this SECTION 4.1(a) and in SECTION 6.02 of the possession or control of EastCredit Agreement have been satisfied; (v) such resolutions, certificates and other documents relating to the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms existence of the Shareholder Loan Parties, the corporate, partnership, or limited liability company authority for the execution, delivery and performance of this Agreement, to stand for election at the annual meeting of stockholders of RandNotes, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) other Loan Documents, and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each casecertain other matters relevant hereto, in form and substance reasonably satisfactory to Rand; (x) a certificate Administrative Agent, which resolutions, certificates and documents include resolutions of the Secretary or Assistant Secretary (or equivalent officer) directors of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East each Loan Party authorizing the execution, delivery, and performance of this Agreement the Loan Documents and the consummation certificates of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, incumbency for each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyLoan Party; (vi) a copy all documents required by Administrative Agent to evidence that the Merger has occurred on or before August 25, 1998; (vii) satisfactory evidence of the Shareholder Agreement, duly executed by Randconsummation of the Merger and a certificate from an Authorized Officer certifying that the Merger has been consummated; and (viiviii) such other documents as may be reasonably required copies of all financial statements, reports, notices, and proxy statements sent by East, in form Borrower to its shareholders and substance satisfactory all information filed with the Securities and Exchange Commission with respect to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by RandMerger.

Closing Deliveries. (a) At the Closing, (a) East , Seller shall deliver or cause its Affiliates to deliver, as applicable, to RandPurchaser: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Assetcertificates representing the Stock, duly endorsed (or accompanied by duly executed on behalf stock powers) for transfer to Purchaser, which shall transfer to Purchaser good and marketable title to the Stock, free and clear of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)all Encumbrances; (ii) all of the Contributed Loan Notes with respect to such Contributed Loansbooks and records of the Company; (iii) a general release in favor of the Contributed Loan Documents Company in the possession or control form attached hereto as Exhibit D, executed by each Seller, individually, and binding on each of Eastthem; (iv) evidence of any consents, including those identified on the Contributed Loan Files in Disclosure Schedules, required by this Agreement to be obtained prior to Closing, or, if the possession same cannot be obtained, an equivalent of that license, lease, Contract or control other agreement or instrument or Governmental Authorization, effective as of Eastand after the Closing Date and reasonably acceptable to Purchaser; (v) a certificate, dated as of a recent date, of the Contributed Books Commonwealth of Virginia as to the due incorporation, valid existence and Recordsgood standing of the Company; (vi) a certificate (in such form as may be reasonably requested by Purchaser) conforming to the Cash Consideration by wire transfer requirements of immediately available funds to an account of Rand designated in writing by Rand to EastTreasury Regulations 1.1445-2(c)(3) and 1.897-2(h); (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder AgreementEarn-Out Agreement executed by Seller; (viii) an officer’s certificate signed by an officer of East the Employment Agreement in substantially the same form as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that Exhibit E attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly hereto executed by EastSeller; and (xiiix) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated this Agreement or reasonably requested by this Agreement, duly executed by EastPurchaser. (b) Rand At the Closing, Purchaser shall deliver to EastSeller: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Randthe Purchase Price in accordance with Section 1.2; (ii) the Purchased Shares Earn-Out Agreement executed by book entry transfer to an account for East at Rand’s transfer agentPurchaser; (iii) copies of the Management AgreementsEmployment Agreement in substantially the same form as Exhibit E attached hereto, duly executed by Rand; (iv) an officer’s certificate signed by which the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser has caused the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Randto execute; and (viiiv) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated this Agreement or reasonably requested by this Agreement, duly executed by RandSeller.

Closing Deliveries. At the Closing,, each of the following Parties shall deliver or cause to be delivered to the designated Party or Parties all of the following, and in the case of executed agreements, documents or instruments, in each case executed by the Party or a duly authorized representative of the Party on such Party's behalf; (a) East The Carnrite Parties shall deliver or cause its Affiliates to deliver, as applicable, to RandPurchaser: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) Endorsed membership interest certificates for 100% of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)Carnrite Membership Interests; (ii) A certificate of the Contributed Loan Notes with respect appropriate officer of CARNRITE certifying resolutions approving and authorizing the execution, delivery and performance by it of this Agreement and the Ancillary Agreements to such Contributed Loanswhich it is a party and the consummation by it of the transactions described in this Agreement and the Ancillary Agreements; (iii) Individual Employment Agreements executed by CARNRITE, Tilbury, Robertson, Williams, Xxxxxx and Xxxxxxxxxx in substantially the Contributed Loan Documents in form attached hereto as Exhibit 2 (the possession or control of East"Employment Agreements"); (iv) the Contributed Loan Files An Executive Coaching Agreement, executed by CARNRITE and X. Xxxxxxxx, substantially in the possession or control of East; form attached hereto as Exhibit 3 (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder "Executive Coaching Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b"); (v) a As requested by Purchaser, consents from third parties, including any governmental entity, landlord or other person material to the business of Carnrite and necessary, in the reasonable opinion of Purchaser, for the consummation by Purchaser of the transactions contemplated hereby; and (vi) All other items required to be delivered pursuant to the provisions of this Agreement. (b) Purchaser shall deliver to Seller: (i) all items required to be delivered pursuant to the provisions of this Agreement; and (ii) A certificate of the Secretary or Assistant Secretary (or equivalent officer) appropriate officer of the Company EPIC certifying that attached thereto are true resolutions approving and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, delivery and performance by it of this Agreement and the Management Ancillary Agreements to which it is a party and the consummation by it of the Stock Purchase, transactions described in this Agreement and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by RandAncillary Agreements.

Closing Deliveries. At the Closing, (a) East The Sole Member shall deliver or cause its Affiliates to deliverthe Purchaser at the Closing the following documents, as applicable, duly executed by the appropriate Person(s) where necessary to Randmake them effective: (i) a counterpart certificate of each assignment the secretary or assistant secretary, or equivalent officer, of the Sole Member certifying as to copies of the Company’s Constituent Documents, the resolutions of the board of managers of the Sole Member authorizing the execution, delivery and assumption agreement relating to a Contributed Investment Assetperformance of this Agreement by the Sole Member, duly executed and the incumbency and signatures of the officers executing this Agreement on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)Sole Member; (ii) a copy of the Contributed Loan Notes with respect certificate of formation, certificate or articles of incorporation, or other equivalent governing documents, as amended, of the Company certified by the applicable Governmental Authority as of a date not more than fifteen (15) days prior to such Contributed Loansthe Closing Date; (iii) certifications issued by the Contributed Loan Documents secretary or department of state, or another appropriate officer, of the jurisdiction of each of the Company’s organization and each jurisdiction in which such Person is qualified to do business as to the possession or control good standing of Eastsuch Person under the laws of such jurisdiction as of a date not more than fifteen (15) days prior to the Closing Date; (iv) a non-foreign affidavit in form and substance required under Treasury Regulations Section 1.1445-2(b)(2) executed by the Contributed Loan Files in the possession or control of EastSole Member; (v) each of the Contributed Books and Recordsconsents identified in Schedule 9.3(a)(v) of the Disclosure Schedules; (vi) a non-competition agreement, duly executed by the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to EastSole Member; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Escrow Agreement, to stand for election at duly executed by the annual meeting of stockholders of Rand, subject to Sole Member and the provisions of the Shareholder AgreementEscrow Agent; (viii) an officer’s certificate signed the Transition Services Agreement, duly executed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b)the Sole Member; (Aix) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2)Cooperation Agreement, in each case, in form and substance reasonably satisfactory to Randduly executed by the Sole Member; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted Sales Agent Agreement, duly executed by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated herebySole Member; (xi) a copy certificate executed by an officer of the Shareholder Agreement, duly executed by EastSole Member containing customary closing certifications; and (xii) such other documents or instruments as the Purchaser may reasonably request in connection with the consummation of the transactions contemplated hereby. All of the foregoing documents in this Section 9.3(a) shall be reasonably required by Rand, each satisfactory in form and substance satisfactory to Rand, to effect the intentions Purchaser and shall be dated as of the Parties contemplated by this Agreement, duly executed by EastClosing Date unless otherwise provided above. (b) Rand The Purchaser shall deliver to Eastthe Sole Member at the Closing the following items, duly executed by the appropriate Person(s) where necessary to make them effective: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Randthe Closing Date Payment; (ii) the Purchased Shares Escrow Agreement, duly executed by book entry transfer to an account for East at Rand’s transfer agentthe Purchaser; (iii) copies of the Management AgreementsTransition Services Agreement, duly executed by Randthe Purchaser; (iv) an officer’s certificate signed the Cooperation Agreement, duly executed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b)Purchaser; (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted Sales Agent Agreement, duly executed by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyPurchaser; (vi) a copy certificate executed by an officer of the Shareholder AgreementPurchaser containing customary closing certifications; (vii) a non-competition agreement, duly executed by Randthe Purchaser; and (viiviii) such other documents or instruments as the Sole Member reasonably may request in connection with the consummation of the transactions contemplated hereby. All of the foregoing documents in this Section 9.3(b) shall be reasonably required by East, satisfactory in form and substance satisfactory to East, to effect the intentions Sole Member and shall be dated as of the Parties contemplated by Closing Date unless otherwise provided above. (c) The Purchaser shall deposit with the Escrow Agent, the Indemnification Escrow Amount in an account under the Escrow Agreement (the “Indemnification Escrow Account”), which shall be managed and paid out in accordance with and subject to the conditions of Section 1.6 and Article 10 of this Agreement and the terms and conditions of the Escrow Agreement. (d) The Purchaser shall deposit with the Escrow Agent, duly executed by Randthe Purchase Price Adjustment Escrow Amount in an account under the Escrow Agreement (the “Purchase Price Adjustment Escrow Account”), which shall be managed and paid out in accordance with and subject to the conditions of Section 1.4 and 1.6 of this Agreement and the terms and conditions of the Escrow Agreement. (e) The Purchaser shall make or cause to be made payment (on behalf of the Company) of the Closing Date Indebtedness to the Persons entitled thereto, each in accordance with the payoff and termination letters delivered pursuant to Section 1.3. (f) The Purchaser shall make or cause to be made payment (on behalf of the Company) of the Unpaid Transaction Expenses to the Persons entitled thereto.

Closing Deliveries. At the each Closing, (a) East shall deliver or cause its Affiliates to deliver, as applicable, Equalnet shall deliver, or cause to Rand: be delivered, to the Purchasers the following: (i) a counterpart certificates representing the number of each assignment shares of to be issued and assumption agreement relating to a Contributed Investment Assetdelivered as described in Section 4.1, duly executed on behalf free and clear of Eastall encumbrances with all necessary share transfer and other documentary stamps attached at the expense of Equalnet, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand); (ii) the Contributed Loan Notes with respect evidence or copies of any consents, approvals, orders, qualifications, agreements or waivers required pursuant to such Contributed Loans; Article V, (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books all certificates and Records; (vi) the Cash Consideration other instruments and documents required by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required this Agreement to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with by Equalnet to the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant Purchasers at or prior to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by EastClosing; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by opinion from the Chief Executive Officer or general counsel of Equalnet, dated the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by EastClosing Date, in form and substance satisfactory to Eastthe Purchasers, (v) (A) a copy of the Articles of Incorporation or other organizational documents of Equalnet, including all amendments thereto, certified by the Secretary of State of Texas, (B) a certificate from the Secretary of State or other appropriate official of the State of Texas to the effect that Equalnet is in good standing and listing all charter documents, (C) a certificate from the Secretary of State or other appropriate official in each State or country in which Equalnet is qualified to do business to the effect that Equalnet is in good standing in each such State or country and (D) a copy of the Bylaws of Equalnet and the resolutions of the Board of Directors of Equalnet authorizing the transactions contemplated hereby, certified by the Secretary of Equalnet as being true and correct and in effect on such Closing Date, (vi) a certificate of the chief financial officer or other authorized officer of Equalnet certifying that (A) the representations and warranties contained in the Merger Agreement are true and correct as of the Closing Date, (B) all consents and approvals required by this Agreement and the Merger Agreement have been obtained by the Closing Date and (C) Equalnet has performed and complied in all material respects with all agreements covenants and conditions required by this Agreement and the Merger Agreement as of the Closing Date, (vii) evidence of the consummation of the Second Amended Joint Plan Of Reorganization, as modified through the date hereof, of Equalnet's wholly-owned subsidiary, Equalnet Corporation, by the United States Bankruptcy Court for the Southern District of Texas, Houston Division, (viii) (a) valid and enforceable irrevocable resignations of four directors of Equalnet and the Chairman and the Chief Executive Officer of Equalnet, effective as of the Effective Time (except in the case of the resignation of the Chief Executive Officer which shall be effective upon the satisfaction, or deemed satisfaction, of the condition set forth in Section 7.1(k) of the Merger Agreement), and (b) valid and enforceable resolutions of the Board of Directors of Equalnet taking all necessary action to appoint, effective as of the Effective Time, representatives of Orix to the Board of Directors which shall constitute a majority of the Board of Directors of Equalnet, appointing Xxxx Xxxxxx (or such other individual as Orix shall designate) as Chairman of the Board of Directors of Equalnet and, effective as of May 25, 1999, appointing Xxxxxxx Xxxxxxx as Co-Chief Executive Officer of Equalnet until such time as the condition set forth in Section 7.1(k) of the Merger Agreement is satisfied or deemed to have been satisfied at which time Xxxxxxx Xxxxxxx shall become the Chief Executive Officer and (ix) other than for the first Closing, delivery of the Irrevocable Proxy Agreements representing sufficient shares of Common Stock (on a fully-diluted basis) to effect the intentions amendment of the Parties Articles of Incorporation of Equalnet necessary to consummate the transactions contemplated by this Agreementthe Merger Agreement and the issuance of Equalnet Common Stock pursuant to the Merger Agreement under all applicable laws, duly executed by Randrules and regulations including, without limitation, the rules of NASDAQ.

Closing Deliveries. At On the Closing, (a) East the Vendor shall deliver or cause its Affiliates caused to deliver, as applicable, be delivered to Randthe Purchaser: (i) a counterpart certificates representing the Purchased Shares together with duly endorsed forms of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with transfer authorizing the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered the Purchased Shares to Rand)the Purchaser; (ii) a copy of the Contributed Loan Notes with respect to such Contributed Loansresolution of the director of the Corporation authorizing the transactions contemplated hereunder; (iii) all paperwork it has in its possession relating to the Contributed Loan Documents in minute book documents of the possession or control Corporation and/or to the books and records of Eastthe Corporation including but not limited to tax returns, deposit account statements, and any other business records of the Corporation; (iv) a resignation as director and officer of the Contributed Loan Files Corporation by each of Xxxxxxxx Xxxxxxxxx in the possession or control of Easther capacity as a director and Chief Executive Officer, and Xxxx Xxxxxxxxxxx in his capacity as Chief Financial Officer and Secretary; (v) a complete release, with effect from the Contributed Books date hereof, of all claims against the Purchaser, the Corporation and Records; (vi) its Affiliates which the Cash Consideration by wire transfer Vendor now has or in the future may have in respect of immediately available funds any and all matters whatsoever existing to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directorsthe date hereof, as applicable based upon the terms of the Shareholder save and except for any obligations owing under this Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to Payment Agreement or the provisions of the Shareholder Intercompany Loan Contribution Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xiivi) such other documents as may be reasonably required by Rand, each necessary and consistent with the terms of this Agreement in form and substance satisfactory order to Rand, to effect complete the intentions of the Parties transactions contemplated by this Agreement, duly executed by Eastherein. (b) Rand the Purchaser shall deliver to Eastthe Vendor: (i) a counterpart deliver to the Vendor the Purchase Price in accordance with the provisions of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of RandSection 2.3; (ii) a complete release, with effect from the Purchased Shares by book entry transfer date hereof, of all claims against the Purchaser and its Affiliates which the Purchaser now has or in the future may have in respect of any and all matters whatsoever existing to an account the date hereof, save and except for East at Rand’s transfer agent; (iii) copies of any amounts owing under the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer Payment Agreement or obligations owing under this Agreement or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Intercompany Loan Contribution Agreement, duly executed by Rand; and (viiiii) such other documents as may be reasonably required by East, necessary and consistent with the terms of this Agreement in form and substance satisfactory order to East, to effect complete the intentions of the Parties transactions contemplated by this Agreement, duly executed by Randherein.

Closing Deliveries. At the Closing,: (a) East Seller and, where applicable, Parent or the applicable Subsidiary shall deliver or cause its Affiliates to deliver, as applicable, be delivered to RandPurchaser: (i) a counterpart receipt for the Preliminary Purchase Price; (ii) the Bxxx of each assignment and assumption agreement relating to a Contributed Investment AssetSale; (iii) the General Assignment; (iv) the Trademark Assignment; (v) the Patent Assignment; (vi) all certificates representing the Transferred Securities, duly endorsed or accompanied by the Stock Powers duly executed on behalf in blank with appropriate transfer stamps, if any, affixed, and otherwise sufficient to transfer title to such shares or other equity interests to Purchaser and/or its designee, free and clear of Eastany and all Liens, its Affiliate along with any further documents and evidence of any Third Party Consents that may be required to properly transfer the Transferred Securities; (vii) the Lease Assignments; (viii) the Other Instruments, if applicableany; (ix) the Transition Services Agreement, in a form as shall be mutually agreed to by Seller and Purchaser in accordance with Section 7.9(b); (x) the Supply Agreement, in a form as shall be mutually agreed to by Seller and Purchaser in accordance with Section 7.9(a); (xi) the Canada Non-Competition Covenant executed by Canadian Seller pursuant to Section 7.13(a)(ii); (xii) duly executed counterparts of the Consents, approvals and registrations referred to in Section 8.1(f); (xiii) a certificate executed by a duly authorized officer of Seller and Parent certifying as to the matters set forth in Sections 8.1(a), (b) and each Person from whom a Consent8.1(e); and (xiv) all other documents, as set forth on Section 5.13(j) of certificates, instruments, Books and Records or writings required to be delivered by Parent, Seller or any Subsidiary at or prior to the East Disclosure Schedule, is Closing pursuant to this Agreement or otherwise required in connection with the consummation of the transactions contemplated hereby. (b) Purchaser shall deliver or cause to be delivered to Seller: (i) evidence of the wire transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered the Preliminary Purchase Price pursuant to RandSection 3.1(a); (ii) the Contributed Loan Notes with respect to such Contributed LoansUndertaking; (iii) the Contributed Loan Documents in the possession or control Instruments of EastAssumption, if any; (iv) the Contributed Loan Files in the possession or control of EastGeneral Assignment; (v) the Contributed Books and RecordsLease Assignments; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to EastTransition Services Agreement; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Supply Agreement; (viii) an officer’s a certificate signed executed by an a duly authorized officer of East Purchaser, certifying as to the matters set forth in Sections 8.2(a) and (b); and (ix) all other documents, certificates, instruments or writings required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with by Purchaser at or prior to the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification Closing pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and or otherwise required in connection with the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (bc) Rand All deliveries at the Closing as provided for in this Section 4.2 shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required be deemed to be delivered under Sections 8.2(a) made and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true effected simultaneously and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are deliveries shall be deemed to be in full force escrow until all such deliveries have been made and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Randeffected.

Closing Deliveries. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing,: (a) East The Sellers shall deliver deliver, or cause its Affiliates to deliverbe delivered, to Buyer, Parent and/or Holdings, as applicable, to Rand: (i) a counterpart releases in substantially the form attached hereto as Exhibit A (the “Releases”), executed by each of the Sellers and the Indirect Owners; (ii) an escrow agreement in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”), executed by the Sellers’ Representative; (iii) an employment letter between Parent and Xxxxx in substantially the form attached hereto as Exhibit C, executed by Xxxxx (the “Xxxxx Employment Letter”); (iv) an employment letter between Parent and Xxxxx in substantially the form attached hereto as Exhibit C, executed by Xxxxx (the “Xxxxx Employment Letter”, and, collectively with the Xxxxx Employment Letter, the “Employment Letters”); (v) estoppel certificates in substantially the form of Exhibit D, executed by each assignment lessor leasing the Leased Real Property to the Company or its Subsidiaries; (vi) (A) an executed statement from each Seller, in form and assumption agreement relating substance satisfactory to a Contributed Investment AssetBuyer, duly executed on behalf that satisfies the requirements of EastTreasury Regulation Section 1.1445-2(b)(2), its Affiliate and (B) if applicable, any certificate, affidavit or other documentation required to establish that no withholding is required under applicable state, local and foreign Tax laws; (vii) the articles of organization of the Company and each Person of its Subsidiaries, certified by the Secretary of State of the applicable jurisdiction of formation, and a certificate of good standing from whom the applicable jurisdiction of formation and each other jurisdiction in which the Company and its Subsidiaries are qualified to do business, each dated within ten (10) Business Days prior to the Closing Date; (viii) a Consentcertificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the operating agreement of the Company, certifying and attaching all requisite resolutions or actions of the Company’s members and board of managers approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of the Company executing this Agreement and any other documents being executed in connection with the consummation of the transactions contemplated hereby, and certifying and attaching all requisite resolutions or actions of the Company’s board of managers approving the termination of the 401(k) Plan in accordance with Section 5.8; (ix) all required consents set forth on Section 5.13(j2.2(b), Section 2.2(c) Section 3.2(b) or Section 3.2(c) of the East Disclosure Schedule, is required executed by the counterparties thereto, in form acceptable to Buyer; (x) a pay-off letter executed by P&G, providing for, at the Closing, the termination of that certain Loan Agreement, dated as of November 1, 2014, by and between the Company and P&G (the “P&G Loan Agreement”), and the termination of all security interests and the release of all liens under the P&G Loan Agreement with respect to the assets of the Company (including the authorization of the filing of all necessary UCC termination statements and other necessary documentation in connection with the transfer termination of such Contributed Investment Asset security interests and the release of such liens); (unless xi) a separate Consent from pay-off letter executed by Kailash, providing for, at the Closing, the termination of that certain Loan Agreement, dated as of November 1, 2014, by and between the Company and Kailash (the “Kailash Loan Agreement”), and the termination of all security interests and the release of all liens under the Kailash Loan Agreement with respect to the assets of the Company (including the authorization of the filing of all necessary UCC termination statements and other necessary documentation in connection with the termination of such security interests and the release of such liens); (xii) a pay-off letter executed by The Eternal Bliss LP , providing for, at the Closing, the termination of that certain Loan Agreement, dated as of November 1, 2014, by and between the Company and Eternal (the “Eternal Loan Agreement”), and the termination of all security interests and the release of all liens under the Eternal Loan Agreement with respect to the assets of the Company (including the authorization of the filing of all necessary UCC termination statements and other necessary documentation in connection with the termination of such security interests and the release of such liens); (xiii) resignations effective as of the Closing of each of the members of the board of managers and officers, as applicable, of the Company in their capacity as such as requested by Buyer, executed by such individuals; (xiv) a funds flow statement in the form mutually agreed to by Buyer and the Company (the “Funds Flow Statement”), executed by the Sellers’ Representative and the Company; and (xv) certificates executed by each Person has been delivered who is receiving stock pursuant to Rand)this Agreement and who is not otherwise a Seller, in a form to be mutually agreed to by the parties. (b) Buyer, Parent and Holdings, as applicable, shall deliver, or cause to be delivered, to the Sellers, or to a Seller’s designee(s): (i) the Closing Cash Amount, less the Escrowed Cash, payable as provided in Section 1.2 above; (ii) the Contributed Loan Notes with respect to such Contributed LoansCommon Shares, less the Escrowed Shares, issued as provided in Section 1.2 above; (iii) the Contributed Loan Documents in Escrow Agreement, executed by Buyer, Parent, Holdings and the possession or control escrow agent (the “Escrow Agent”), together with the delivery of Eastthe Escrowed Cash and Escrowed Shares as contemplated by Section 1.2; (iv) the Contributed Loan Files in the possession or control of EastEmployment Letters, executed by Parent; (v) a certificate of good standing (or similar certification) of Buyer from the Contributed Books and Recordsjurisdiction of formation of Buyer, dated within ten (10) Business Days prior to the Closing Date; (vi) a certificate of good standing (or similar certification) of Holdings from the Cash Consideration by wire transfer jurisdiction of immediately available funds incorporation of Holdings, dated within ten (10) Business Days prior to an account of Rand designated in writing by Rand to Eastthe Closing Date; (vii) nomination in writing a certificate of two good standing (or three directorssimilar certification) of Parent from the jurisdiction of incorporation of Parent, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject dated within ten (10) Business Days prior to the provisions of the Shareholder AgreementClosing Date; (viii) an officera certificate of the Secretary of Buyer certifying and attaching all requisite resolutions or actions of Buyer’s certificate signed board of managers approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by an officer this Agreement, and certifying to the incumbency of East as required to be delivered under Sections 8.3(a) the officers of Buyer executing this Agreement and 8.3(b)any other documents being executed in connection with the consummation of the transactions contemplated by this Agreement; (Aix) a certification certificate of non-foreign status that complies the Secretary of Holdings certifying and attaching all requisite resolutions or actions of the board of directors of Holdings or any committee thereof approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency of the officers of Holdings executing this Agreement and any other documents being executed in connection with the requirements consummation of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Randthe transactions contemplated by this Agreement; (x) a certificate of the Secretary of Parent certifying and attaching all requisite resolutions or Assistant Secretary (or equivalent officer) actions of the East certifying that attached thereto are true board of directors of Parent or any committee thereof approving the execution and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance delivery of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver and certifying to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies incumbency of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer officers of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of Parent executing this Agreement and the Management Agreements and any other documents being executed in connection with the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder by this Agreement, duly executed by Rand; and (viixi) such other documents as may be reasonably required by Eastthe Funds Flow Statement, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by RandBuyer, Parent and Holdings.

Closing Deliveries. (a) At the Closing, (a) East , the Seller shall deliver or cause its Affiliates to deliver, as applicable, to Randthe Purchaser: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)Acquisition Assets; (ii) such bills of sale and other instruments of sale, transfer, conveyance, assignment and delivery covering the Contributed Loan Notes with respect Acquisition Assets or any part thereof, executed by the Seller or other appropriate parties, as the Purchaser may reasonably require to such Contributed Loansassure the full and effective sale, transfer, conveyance, assignment and delivery to the Purchaser of the Acquisition Assets free and clear of any Encumbrances and rights and claims of third parties including, but not limited to, the following: (1) a bxxx of sale, general assignment and conveyance by the Seller transferring to the Purchaser good and marketable title to all of the Acquisition Assets in a form satisfactory to the Purchaser; (iii2) all documents, agreements and instruments necessary to effectuate the Contributed Loan Documents in the possession or control assignment of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by EastEquity Interests, in form and substance satisfactory to East, the Purchaser (the “Equity Assignment Documents”); (3) all documents in a form satisfactory to effect the intentions Purchaser required for the assignment of the Seller’s rights under all registrations, Assigned Permits and licenses (to the extent permitted by law), equipment or motor vehicle leasing agreements, motor vehicle and rolling stock titles, rights under sales and/or purchase orders and of the Seller’s rights under all other Assigned Contracts; (4) originals of all of the Assigned Leases, Assigned Contracts, and Assigned Permits; and (5) such other instruments of transfer and assignment in respect of the Acquisition Assets as the Purchaser shall reasonably require and as shall be consistent with the terms and provisions of this Agreement. (iii) all waivers, consents, orders, permit transfers and approvals required in connection with (i) the execution, delivery and performance of this Agreement and (ii) the assignment and transfer of the Acquisition Assets, including the Assigned Contracts, the Assigned Leases and the Assigned Permits, financial assurances and any other rights and benefits in connection with the Transactions, or necessary for the consummation of the Transactions, and all other agreements necessary for the Purchaser to conduct the Business as it is currently being conducted by the Seller, including without limitation those consents listed on Schedule 5.3 hereto in form satisfactory to the Purchaser; (iv) documentary evidence that all Encumbrances on the Acquisition Assets have been released; (v) evidence of termination of (1) that certain Employment Agreement, dated April 26, 2005, between Hxxxxxxx Technical and Cxxx Xxxxxxxx and (2) that certain Employment Agreement, dated November 1, 2007, between Hxxxxxxx Technical and Dxxxxx Xxxx; (vi) Releases by and between (1) the Purchaser and the Acquired Entities on the one hand, and each of Dxxxxx Xxxx, Dxxxxx Xxxx XX, the Dror Family Trust, Dxxxxx Xxxx XX 1976 Trust, Dxxxxx Xxxx XX Trust of 1998, Cxxx Xxxxxxxx, Rxxx Xxxxxxxxxx, Sxxxxx Xxxxxxxxx, Jxxx Xxxxx III, Cxxxxxx Xxxxxx, American International Industries, Inc., Vision Capital Advisors, LLC and Vision Opportunity Master Fund, Ltd., on the other hand, and (2) Cxxx Xxxxxxxx, Rxxx Xxxxxxxxxx, and Jxxx Xxxxx III on the one hand, and each of Dxxxxx Xxxx, Dxxxxx Xxxx XX, the Dror Family Trust, Dxxxxx Xxxx XX 1976 Trust, Dxxxxx Xxxx XX Trust of 1998, Sxxxxx Xxxxxxxxx, Cxxxxxx Xxxxxx, American International Industries, Inc., Vision Capital Advisors, LLC and Vision Opportunity Master Fund, Ltd., on the other hand, each in the forms attached as Exhibit B hereto. (vii) Landlord Estoppel Certificate for the Lease Agreement between Hxxxxxxx Technical and Kxxxxxx X. Xxxxxxxxxxx and Dxxxxxx X. Xxxxxxxxxxx; (viii) all the Assigned Books and Records and other data relating to the Acquisition Assets and the Business; (ix) certificates representing the capital stock of each of the Acquired Entities, duly endorsed for transfer to the Purchaser or accompanied by duly executed assignment documents, which shall transfer to the Purchaser good and valid title to the capital stock, free and clear of all Encumbrances; (x) an assignment and assumption of the Leased Premises, executed by Seller and any other appropriate parties, as the Purchaser may reasonably require to assure the full and effective assignment to the Purchaser of the Leased Premises free and clear of all Encumbrances; (xi) a certificate from an officer of the Seller, in a form mutually acceptable to the Parties contemplated by hereto, certifying (i) the bylaws of the Seller, (ii) the resolutions of the directors and stockholders of the Seller authorizing and approving the execution and delivery of this Agreement, including the exhibits and schedules hereto, and the consummation of the Transactions and (iii) the incumbency and signatures of the officers of the Seller executing the applicable transaction documents; (xii) certified copy of the Articles of Incorporation/Certificate of Formation (as applicable) and Certificates of Existence/Good Standing issued by the state of or organization for each of the Seller and the Acquired Entities, dated no more than five (5) days prior to the Closing Date, reflecting that the Seller and the Acquired Entities are duly executed organized, validly existing and in good standing; (xiii) the resignations of all of the officers and directors of the Acquired Entities; (xiv) such other separate instruments of sale, assignment or transfer reasonably required by RandPurchaser; and (xv) such other documents, certificates and instruments reasonably necessary to consummate the Transactions. (b) At the Closing, the Purchaser shall deliver: (i) to the parties listed on Schedule 2.3, the Purchase Price set forth in Section 2.3; (ii) to the Seller, such other documents, certificates and instruments reasonably necessary to consummate the Transactions.

Closing Deliveries. At the Closing, (a) East the Sellers and Gulf Coast shall deliver or cause its Affiliates to deliver, as applicable, be delivered to Randthe Purchaser: (i) a counterpart certificate or certificates evidencing all of each assignment and assumption agreement relating to a Contributed Investment Assetthe Gulf Coast Shares, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection endorsed for transfer with the all necessary transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)stamps affixed; (ii) the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably Officer's Certificates required by Rand, each in form Sections 7.1 and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent7.5; (iii) copies of the Management Agreementsall consents and approvals required by Sections 7.3, duly executed by Rand7.4 and 7.12; (iv) an officer’s certificate signed the Opinion of Counsel required by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b)Section 7.6; (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted Employment Agreements required by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebySection 7.7; (vi) the counterpart signature page to the Shareholders' Agreement required by Section 7.9; (vii) the Subordination Agreement required by Section 7.10; (viii) a copy certificate, signed by the secretary of Gulf Coast, as to the articles of incorporation and by-laws of Gulf Coast, the resolutions adopted by the board of directors and shareholders of Gulf Coast in connection with this Agreement, the incumbency of certain officers of Gulf Coast and the jurisdictions in which Gulf Coast is qualified to conduct business, in form acceptable to the Purchaser; (ix) certificates issued by the appropriate governmental authorities evidencing the good standing, with respect to both the conduct of business and the payment of all franchise taxes, of Gulf Coast as of a date not more than ten (10) days prior to the Closing Date, as a corporation organized under the laws of the Shareholder State of Florida and as a foreign corporation authorized to do business under the laws of the various jurisdictions where it is so qualified. (x) such other certified resolutions, documents and certificates as are required to be delivered by the Sellers or Gulf Coast pursuant to the provisions of this Agreement. (b) The Purchaser shall deliver to the Sellers: (i) the consideration (in the form of cash, duly executed stock and Contingent Notes) required to be paid or delivered to the Sellers at Closing in accordance with Section 1.1 (to be distributed to the Sellers in accordance with Schedule 1.1). (ii) the Officer's Certificate required by RandSection 8.1; and (viiiii) the Employment Agreements required by Section 8.4; (iv) such other certified resolutions, documents and certificates as may are required to be reasonably required delivered by East, in form and substance satisfactory the Purchaser pursuant to East, to effect the intentions provisions of the Parties contemplated by this Agreement, duly executed by Rand.

Closing Deliveries. At the Closing,, each party shall make, execute, acknowledge and deliver the legal documents and other items (collectively, the “Closing Documents”) necessary to carry out the intention of this Agreement, which Closing Documents and other items shall include, without limitation, the following: (a) East a Contribution and Assumption Agreement duly executed and delivered by each Contributor substantially in the form attached hereto as Exhibit C; (b) for each Contributor, a certificate from the Operating Partnership that effective at the Closing the books and records of the Operating Partnership will indicate that such Contributor is the holder of a number of Units equal to the Unit Consideration set forth on Exhibit D; (c) an affidavit duly executed and delivered by each Contributor substantially in the form attached hereto as Exhibit F, stating, under penalty of perjury, such Contributor’s United States Taxpayer Identification Number and that such Contributor is not a foreign person pursuant to Section 1445(b)(2) of the Code and a comparable affidavit satisfying any applicable state’s withholding requirements, if any; (d) all title insurance policies, leases, lease files, letters of credit, contracts, stock certificates, membership certificates, original promissory notes held by a Participating Entity and other indicia of ownership with respect to each Participating Entity that are in the Contributors’ possession or that can be obtained through reasonable efforts in the Contributors’ capacity as a direct or indirect owner of any Participating Entity shall deliver be delivered or cause its Affiliates made available to deliverthe Company; (e) a certificate duly executed and delivered by each Contributor certifying as to the matters noted in Section 2.1(a) and Section 2.1(b) in the form reasonably acceptable to the Company; (f) a joinder to the Operating Partnership Agreement duly executed and delivered by each Contributor in the form required by the Company; (g) a Lock-Up Agreement duly executed and delivered by each Contributor in the form required by the managing underwriters of the Public Offering, which agreement shall provide for a lock-up period of the Units and any shares of Common Stock for which the Units may be redeemed for a period of not more than one year, subject to a customary 18-day extension if the Company issues an earnings release or makes a material announcement on or about the time that such one-year lock-up will expire; (h) certified copies of all organizational documents for each Contributor, together with certified copies of all appropriate corporate, limited liability company or trust actions authorizing the execution, delivery and performance by such Contributor of this Agreement, any related documents and the Closing Documents; (i) evidence reasonably satisfactory to the Company that the Trust is the owner of 100% of the capital stock or membership interests, as applicable, to Rand: (i) a counterpart of each assignment Dellwood Acquisitions and assumption agreement relating to a Contributed Investment Asset, duly executed Xxxx Acquisitions on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand); (ii) the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of and conditions reasonably required by the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Company and consistent with this Agreement; (viiij) an officer’s certificate signed evidence reasonably satisfactory to the Company that the Newco Contribution Transaction has been consummated on the terms and conditions reasonably required by an officer of East as required to be delivered under Sections 8.3(a) the Company and 8.3(b)consistent with this Agreement; (Ak) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance evidence reasonably satisfactory to Randthe Company that the lender of any borrowed money secured by a mortgage or deed of trust disclosed in the Title Reports, other than those lenders whose loans are being repaid before or immediately after the Closing, has consented to the transaction as required by any loan document, deed of trust, mortgage or other evidence of indebtedness related to any Property; (xl) a certificate of any other documents reasonably requested by the Secretary Company or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true Operating Partnership to assign, transfer, convey, contribute and complete copies deliver the Participating Equity Interests, free and clear of all resolutions adopted by the members of East authorizing the execution, deliveryLiens, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with effectuate the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xiim) such other documents as may all state and local transfer tax returns and any filings to be reasonably required by Rand, each made in form and substance satisfactory to Rand, to effect any applicable governmental jurisdiction in which the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer Company or the Chief Financial Officer of Rand as Operating Partnership reasonably believes that it is required to be delivered under Sections 8.2(a) file its organizational documentation or in which the recording of any Contribution and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Assumption Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Randis required.

Closing Deliveries. At On the Closing, (a) East Closing Date, the parties shall make, execute, acknowledge and deliver the legal documents and items required to be executed or cause its Affiliates to deliver, as applicable, to Rand: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required delivered in connection with the transfer of such Contributed Investment Asset Closing (unless collectively the “Closing Documents”) to which it is a separate Consent from each such Person has been delivered party or for which it is otherwise responsible that are necessary to Rand); (ii) carry out the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance intention of this Agreement and the consummation other transactions contemplated to take place in connection therewith. The Closing Documents and other items to be delivered at the Closing are the following: (a) The Restated Partnership Agreements (i.e., executed signature pages from all partners thereto); (b) An Assignment and Assumption of the Stock Purchase, and Interests in a form reasonably acceptable to Purchaser; (c) Any other documents that all such resolutions are in full force and effect the possession of a Seller or which can be obtained through such Seller’s or such Owner’s reasonable efforts which are reasonably requested by the Purchaser and are reasonably necessary or desirable to assign, transfer, convey, contribute and deliver the Interests directly, free and clear of all the resolutions adopted in connection with Liens and effectuate the transactions contemplated hereby; (xid) The Purchaser on the one hand and the Owners and the Sellers on the other hand shall provide to the other a certified copy of all appropriate corporate resolutions or partnership, limited liability company or other actions, as applicable, authorizing the Shareholder execution, delivery and performance by the Purchaser (if so requested by a Seller) and the Owners and any Seller (if so requested by the Purchaser) of this Agreement, duly any related documents and the documents listed in this Section 2.3; (e) The Purchaser on the one hand and the Sellers on the other hand shall provide to the other a certification to the effect set forth in (i) Section 2.1(c)(i) and 2.1(c)(ii) in the case of the Purchaser and (ii) Section 2.1(b)(i) and 2.1(b)(ii) in the case of the Sellers; (f) The Sellers shall each provide the Purchaser with executed by Eastcertificates of non-foreign status that comply in form and in substance with Treasury Regulation Section 1.1445-2(b); (g) The Property Management Agreement, the Master Lease, and the Administrative Agreement; and (xiih) An executed tenant estoppel certificate from New River Health & Wellness, LLC (the “Estoppel”) on such other documents as may form provided by Purchaser’s mortgage lender, which shall be reasonably required by Rand, each in form and substance satisfactory dated no earlier than thirty (30) days prior to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by EastClosing Date. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Rand.

Closing Deliveries. At the Closing, (a) East shall At Closing, the Sellers, the Holdcos and the Company shall, deliver or cause its Affiliates to deliver, as applicable, be delivered to RandPurchaser: (i) a counterpart an officer’s certificate, dated as of each assignment and assumption agreement relating to a Contributed Investment Assetthe Closing Date, duly executed by each Seller and an authorized officer of the Holdcos, NewSouth Orlando and the Company, certifying on behalf of Eastsuch Seller, its Affiliate (if applicablethe Holdcos, NewSouth Orlando and the Company, respectively, to the satisfaction of the Closing conditions set forth in Section 8.1(a) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand); (ii) the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(28.1(b), in each case, in form with respect to NewSouth Orlando and substance reasonably satisfactory the Company’s certificate, only as it relates to RandNewSouth Orlando or the Company, as applicable; (xii) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of each of the East Holdcos, NewSouth Orlando and the Company certifying that attached thereto are is a true and complete copies copy of all resolutions adopted by the members managers of East each of the Holdcos, NewSouth Orlando and the Company, respectively, authorizing the execution, delivery, delivery and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements Documents and the consummation of the Stock Purchasetransactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (viiii) a copy certificate of non-foreign status duly executed by the Holdcos, confirming that each of the Shareholder Holdcos is not a “foreign person” within the meaning of Section 1445 of the Code, such certificate to meet the requirements described in Treasury Regulations section 1.1445-2(b)(2); (iv) the Escrow Agreement, duly executed by Rand; andthe Seller Representative; (v) the Employment Agreements, each duly executed by the applicable Seller; (vi) evidence, reasonably satisfactory to Purchaser, of the renewal of the Contract(s) listed on Section 3.2(a)(vi) of the Disclosure Schedules on substantially the same terms as previously entered into between such parties or an agreement that provides for substantially similar services as such license; (vii) such the resignation or removal (effective as of the Closing) of the managers and officers of the Company and each member of Company Group; (viii) the Tampa Lease Amendment, duly executed by 0000 Xxxxxxxx Xx, LLC; (ix) a fully executed copy of the SNDA; (x) evidence, reasonably satisfactory to Purchaser, of the renewal of the all risk insurance policy for the Manufacturing Facility substantially on the same terms as exist on the date hereof; (xi) evidence, reasonably satisfactory to Purchaser, of the closing of the transactions contemplated by the Redemption Agreement and of the termination of any security agreements or interests issued in connection thereto; (xii) termination statements, payoff letters, and other documents as may be reasonably required by East, releases in form and substance satisfactory to EastPurchaser, to effect of any Debt Payoff Amount, including any guarantees related thereto; (xiii) evidence of compliance with the intentions termination of the Parties Performance Awards and receipt of release from the applicable recipient of the Performance Award pursuant to Section 7.16; (xiv) a funds flow memorandum, containing the amounts to be paid at Closing and wire transfer instructions with respect to the accounts to which payments shall be made at Closing (the “Funds Flow Memorandum”), duly executed by each Seller; and (xv) a certificate of trust, substantially in the form attached hereto as Exhibit VI, duly executed by Ochstein Trust Seller. (b) At Closing, Purchaser shall deliver (or cause to be delivered) or shall pay (or cause to be paid) by wire transfer of immediately available funds pursuant to written instructions delivered to Purchaser prior to Closing, as the case may be: (i) to each Seller, the amounts payable to such Seller at the instruction of the Seller Representative (on behalf of the Holdcos and the Sellers) pursuant to Section 2.2(e); (ii) to the Escrow Agent, the Adjustment Escrow Amount, the Retention Escrow Amount, and the [***] Escrow Amount; (iii) to each Person owed the Debt Payoff Amount (or portion thereof), an amount equal to the Debt Payoff Amount (or portion thereof) owed to such Person (as set forth in the Payoff Letters) as directed in writing by the Company; (iv) to each Person or Persons owed any Transaction Expenses, an amount equal to the Transaction Expenses owed to such Person or Persons as directed in writing by the Company; (v) to the Sellers, an officer’s certificate, dated as of the Closing Date, duly executed by an authorized officer of Purchaser, certifying to the satisfaction of the conditions set forth in Section 8.2(a) and Section 8.2(b); (vi) to the Sellers, a certificate of the Secretary of Purchaser certifying that attached thereto is a true and complete copy of resolutions adopted by the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the Purchaser Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vii) to the Sellers and the Escrow Agent, the Escrow Agreement, duly executed by a duly authorized officer of Purchaser; (viii) to the Sellers, the Employment Agreements, each duly executed by Purchaser; (ix) to Sellers, the Tampa Lease Amendment, duly executed by Purchaser; and (x) to Sellers, the SNDA, duly executed by Purchaser; (xi) to Seller Representative, the Funds Flow Memorandum, duly executed by Purchaser. (c) Purchaser shall be entitled to deduct and withhold from any amount otherwise payable pursuant to this Agreement such amounts (or portions thereof) as Purchaser is legally required to deduct and withhold with respect to the making of such payment under the Code, the rules and regulations promulgated thereunder or any provision of applicable Law. Excluding any withholding with respect to compensatory payments, if Purchaser determines that any amounts are required to be withheld from any payments contemplated by this Agreement, duly executed Purchaser shall provide the Seller Representative with written notice of the applicability of any such withholding no later than two calendar days prior to the Closing Date and shall reasonably cooperate with the applicable payee to seek to minimize or mitigate the imposition of any withholding. To the extent that amounts are so deducted or withheld and paid over to the appropriate Governmental Authority by RandPurchaser such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made by Purchaser.

Closing Deliveries. At the Closing, (a) East , the parties shall deliver make, execute, acknowledge and deliver, or cause its Affiliates to deliver, as applicable, to Rand: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand); (ii) the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be made, executed, acknowledged and delivered under Sections 8.3(a) and 8.3(b); through the Attorney-in-Fact (A) a certification of non-foreign status that complies with the requirements of Code see Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(26.1 below), in each case, in form the legal documents and substance reasonably satisfactory other items (collectively the “Closing Documents”) necessary to Rand; (x) a certificate of carry out the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance intention of this Agreement and the consummation other transactions contemplated to take place in connection therewith, which Closing Documents and other items shall include, without limitation, the following: (a) The Contribution and Assumption Agreement in the form attached hereto as Exhibit A; (b) The OP Agreement; (c) The Registration Rights Agreement between the Contributor, certain other parties and the Company; (d) All books and records, contracts and other indicia of Contributor’s ownership with respect to the Partnership Interest (and any subsidiary of the Stock PurchasePartnership) necessary to affect the contribution under Section 1.1 and which are in the Contributor’s possession or which can be obtained through the Contributor’s reasonable efforts along with appropriate evidence of Contributor’s assignment thereof; (e) An affidavit from the Contributor, stating under penalty of perjury, the Contributor’s United States Taxpayer Identification Number and that the Contributor is not a foreign person pursuant to Section 1445(b)(2) of the Code and a comparable affidavit satisfying California and any other withholding requirements; (f) Any other documents reasonably requested by the Operating Partnership or reasonably necessary or desirable to assign, transfer, convey, contribute and deliver the Contributor’s Partnership Interest, free and clear of all such resolutions are in full force Liens and effect and are all the resolutions adopted in connection with effectuate the transactions contemplated hereby; , including, without limitation, and only to the extent applicable, quitclaim deeds and/or grant deeds (xi) a copy if transferred directly), bills of sale, assignments, and all state and local transfer tax returns and any filings with any applicable governmental jurisdiction in which the Operating Partnership is required to file its partnership documentation or the recording of the Shareholder Agreement, duly executed by EastContribution and Assumption Agreement or deed or other Property Interests transfer documents is required; and (xiig) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed If requested by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) Operating Partnership, a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies certified copy of all appropriate corporate resolutions adopted by the Rand Board or partnership actions authorizing the execution, delivery, delivery and performance by the Contributor of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Randany related documents and the documents listed in this Section 2.3.

Closing Deliveries. At the Closing, (a) East , the parties shall deliver make, execute, acknowledge and deliver, or cause its Affiliates to deliver, as applicable, to Rand: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, as set forth on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand); (ii) the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(amade, executed, acknowledged and delivered, the legal documents and other items (collectively the “Closing Documents”) and 8.3(b); (A) a certification of non-foreign status that complies with necessary to carry out the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance intention of this Agreement and the consummation other transactions contemplated to take place in connection therewith, which Closing Documents and other items shall include, without limitation, the following: 3. 3.1 The Contribution and Assumption Agreement in the form attached hereto as Exhibit B; 3. 3.2 A duly executed and notarized special warranty deed (the “Deed”), in the form provided for under the law of the Stock PurchaseState of Texas and otherwise in conformity with the custom in the jurisdiction where the 11 4819-7270-2207.1 3.3 The OP Agreement; 3. 3.4 The Amendment evidencing the transfer of Common Limited Units to the Contributor; 3. 3.5 The Contributor shall deliver all books and records, title insurance policies, leases, lease files, contracts, stock certificates, original promissory notes, and that all such resolutions other indicia of ownership or interest with respect to the Property which are in full force the Contributor’s possession or which can be obtained through the Contributor’s reasonable efforts along with appropriate evidence of the Contributor’s assignment thereof; 3. 3.6 An affidavit from the Contributor, stating under penalty of perjury, the Contributor’s United States Taxpayer Identification Number and effect that the Contributor is not a foreign person pursuant to Section 1445(b)(2) of the Code and are all a comparable affidavit satisfying any applicable federal and state law and Section 4.2.7 and any other withholding requirements; 3. 3.7 The Contributor shall deliver a beneficiary’s statement or other evidence satisfactory to the resolutions adopted Operating Partnership in connection with its sole discretion confirming the outstanding principal balance and term of the Existing Loan to be assumed by the Operating Partnership; 3. 3.8 The Contributor shall deliver any other documents reasonably requested by the Operating Partnership or reasonably necessary or desirable to assign, transfer, convey, contribute and deliver the Contributor’s Property (subject to the Permitted Liens) and effectuate the transactions contemplated hereby;, including, without limitation, and only to the extent applicable, quitclaim deeds and/or grant deeds, assignments of ground leases, air space leases and space leases, bills of sale, assignments, and all state and local transfer tax returns and any filings with any applicable governmental jurisdiction in which the Operating Partnership is required to file its partnership documentation or the recording of the Contribution and Assumption Agreement or Deed or other Property transfer documents as required; 3. (xi) 3.9 If requested by the Operating Partnership, a certified copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer all appropriate corporate resolutions or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board partnership actions authorizing the execution, delivery, delivery and performance by the Contributor of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Randany related documents and the documents listed in this Section 3.3; 3.

Closing Deliveries. (a) At the Closing, (a) East shall , Serruya will deliver or cause its Affiliates to deliver, as applicable, be delivered to RandARI the following: (i) a counterpart certificate executed by an officer of Serruya certifying that, except as otherwise stated in such certificate (provided that acceptance of such certificate shall not constitute or be deemed to constitute a waiver of any condition): (A) each assignment of Serruya’s representations and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, warranties made in Section 4.01 is accurate in all material respects as set forth on Section 5.13(j) of the East Disclosure Scheduledate of this Agreement and as of the Implementation Date as if made on the Implementation Date; and (B) Serruya has fulfilled, is required performed or complied with, in connection all material respects, all covenants contained in this Agreement to be fulfilled, performed or complied with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered by it at or prior to Rand)Closing; (ii) the Contributed Loan Notes with respect to such Contributed LoansShareholders Agreement; (iii) the Contributed Loan Documents in the possession or control of EastPrivate Placement Subscription Agreement; (iv) the Contributed Loan Files in the possession or control of EastARI Subscription Agreement; (v) share certificates representing: (i) 10 Shares registered in the Contributed Books and Records;name of ARI pursuant to the ARI Subscription Agreement together with evidence satisfactory to ARI that ARI or its nominee(s) have been entered upon the books of the Joint Venture as the holder of such shares; and (vi) such other documents as ARI may reasonably request for the Cash Consideration purpose of (A) evidencing the accuracy of any of Serruya’s representations and warranties made in Section 4.01, (B) evidencing the performance by Serruya of, or the compliance by Serruya with, any covenant or obligation required to be performed or complied with by Serruya under this Agreement; (C) evidencing the satisfaction of any condition for the benefit of Serruya referred to in this Agreement; or (D) otherwise facilitating the consummation or performance of any of the transactions contemplated by this Agreement. (b) At the Closing, ARI and/or Aleafia Parent will deliver or cause to be delivered to the Joint Venture $4,000,000 by wire transfer of immediately available funds in exchange for the issuance of 99 Shares pursuant to an account of Rand designated in writing by Rand to East;the ARI Subscription Agreement. (viic) nomination in writing of two At the Closing, ARI and/or Aleafia Parent will deliver or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required cause to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with to Serruya the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to Eastfollowing: (i) a counterpart certificate executed by an officer of ARI certifying that, except as otherwise stated in such certificate (provided that acceptance of such certificate shall not constitute or be deemed to constitute a waiver of any condition): (A) each assignment of the representations and assumption agreement relating warranties made by ARI and/or Aleafia Parent, as applicable, in Section 4.02 is accurate in all material respects as of the date of this Agreement and as of the Implementation Date as if made on the Implementation Date; and (B) ARI and/or Aleafia Parent, as applicable, has fulfilled, performed or complied with, in all material respects, all covenants contained in this Agreement to a Contributed Investment Assetbe fulfilled, duly executed on behalf of Randperformed or complied with by it at or prior to Closing; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agentShareholders Agreement; (iii) copies of the Management Agreements, duly executed by RandPrivate Placement Subscription Agreement; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder ARI Subscription Agreement, duly executed by Rand; and (viiv) such other documents as Serruya may reasonably request for the purpose of: (A) evidencing the accuracy of any of ARI’s representations and warranties made in Section 4.02; (B) evidencing the performance by ARI of, or the compliance by ARI with, any covenant or obligation required to be reasonably required performed or complied with by East, ARI under this Agreement; (C) evidencing the satisfaction of any condition for the benefit of Serruya referred to in form and substance satisfactory to East, to effect this Agreement; or (D) otherwise facilitating the intentions consummation or performance of any of the Parties transactions contemplated by this Agreement, duly executed by Rand.

Closing Deliveries. At the Closing,: (a) East the Sellers shall deliver deliver, or cause its Affiliates to deliver, as applicablebe delivered, to RandPurchaser or its designees: (i) a counterpart of certification from each assignment and assumption agreement relating Seller pursuant to a Contributed Investment AssetTreasury Regulation Section 1.1445-2(b)(2) substantially in the form attached hereto as Exhibit B; provided, duly executed on behalf of East, its Affiliate that Purchaser’s sole right in the event the Sellers fail to cause such certificates to be delivered pursuant to this clause (if applicablei) and each Person from whom a Consent, as set forth on shall be to make an appropriate withholding to the extent required by Section 5.13(j) 1445 of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)Code; (ii) the Contributed Loan Notes with respect to such Contributed Loans; (iii) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms assignment of the Shareholder Agreement, Interests to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with the requirements of Code Section 1445 and Treasury Regulation Section 1.1445-2(b) and (B) certification pursuant to Code Section 1446(f)(2), in each case, in form and substance reasonably satisfactory to Rand; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the East certifying that attached thereto are true and complete copies of all resolutions adopted by the members of East authorizing the execution, delivery, and performance of this Agreement and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (xi) a copy of the Shareholder Agreement, duly executed by East; and (xii) such other documents as may be reasonably required by Rand, each in form and substance satisfactory to Rand, to effect the intentions of the Parties contemplated by this Agreement, duly executed by East. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by EastPurchaser, in form and substance satisfactory to EastPurchaser substantially in the form attached hereto as Exhibit C, to effect the intentions of the Parties contemplated by this Agreement, in each case duly executed by Randeach Seller; (iii) such other agreements, documents, instruments and writings as are required to be delivered by Sellers at or prior to the Closing pursuant to Section 6.02 or as are otherwise reasonably required in connection with this Agreement. (b) Purchaser shall: (i) pay the Purchase Price in accordance with Section 2.02; (ii) to the extent that the Debt Pay-Off Letters have been obtained, pay to each party holding Paid-Off Debt, as addressed (to the extent applicable) in the Debt Pay-Off Letters, the applicable portion of the Paid-Off Debt, in such amounts and to such accounts as set forth in the Debt Pay-Off Letters; and (iii) deliver, or cause to be delivered, to Sellers the Parent Guarantee and such other agreements, documents, instruments and writings as are required to be delivered by Purchaser at or prior to the Closing Date pursuant to the terms of Section 6.03 or as are otherwise reasonably required in connection with this Agreement.

Closing Deliveries. At On the Closing,Closing Date, the parties shall make, execute, acknowledge and deliver, or cause to be made, executed, acknowledged and delivered, through the Power of Attorney or the Attorney-in-Fact (described in Article 5 hereof), the legal documents and items required to be executed or delivered in connection with the Closing (collectively the “Closing Documents”) to which it is a party or for which it is otherwise responsible that are necessary to carry out the intention of this Agreement and the other transactions contemplated to take place in connection therewith. The Closing Documents and other items to be delivered at the Closing shall be the following: (a) East shall deliver or cause its Affiliates to deliver, The Contribution and Assumption Agreement in the form attached hereto as applicable, to Rand:Exhibit B; (ib) The Articles; (c) [Intentionally Omitted]; (d) Evidence of the DTC Registered REIT Stock, which shall bear substantially the legend set forth in the Articles or a counterpart written statement of each assignment and assumption agreement relating information that the Company will furnish a full statement about certain restrictions on transferability to a Contributed Investment Asset, duly executed on behalf of East, its Affiliate (if applicable) and each Person from whom a Consent, stockholder as set forth in the Articles on Section 5.13(j) of the East Disclosure Schedule, is required in connection with the transfer of such Contributed Investment Asset (unless a separate Consent from each such Person has been delivered to Rand)request and without charge; (iie) An affidavit from Contributor (or, if Contributor is a disregarded entity within the Contributed Loan Notes with respect to meaning of Section 1.1445-2(d)(2)(iii), the sole owner of Contributor for such Contributed Loans; (iiipurposes) the Contributed Loan Documents in the possession or control of East; (iv) the Contributed Loan Files in the possession or control of East; (v) the Contributed Books and Records; (vi) the Cash Consideration by wire transfer of immediately available funds to an account of Rand designated in writing by Rand to East; (vii) nomination in writing of two or three directors, as applicable based upon the terms of the Shareholder Agreement, to stand for election at the annual meeting of stockholders of Rand, subject to the provisions of the Shareholder Agreement; (viii) an officer’s certificate signed by an officer of East as required to be delivered under Sections 8.3(a) and 8.3(b); (A) a certification of non-foreign status that complies with satisfying the requirements of Code Section 1445 and Treasury Regulation Section Regulations section 1.1445-2(b2(b)(2); (f) The release executed by Operating Partnership and the Company in favor of the employees and Affiliates of the Supervisor in the form attached hereto as Exhibit E; (g) A copy of the most recent as-built survey of the Property, if any; (h) Any other documents that are in the possession of Contributor or which can be obtained through Contributor’s reasonable efforts which are reasonably requested by the Company or the Operating Partnership or that are reasonably necessary or desirable to assign, transfer, convey, contribute and deliver the Property Interest of Contributor directly, free and clear of all Liens (other than the Permitted Encumbrances) and effectuate the transactions contemplated hereby, including, without limitation, and only to the extent applicable, grant deeds (Bif transferred directly), assignments of ground leases, air space leases and space leases, bills of sale, general assignments and all state and local transfer Tax returns and any filings with any applicable governmental jurisdiction in which the Operating Partnership is required to file its partnership documentation or the recording of deeds or other Property Interest transfer documents is required; (i) certification pursuant An assignment of a bargain and sale deed in substantially the form attached as Exhibit F, or in such form as is customary in the applicable jurisdiction which the Title Company shall require in order to Code issue the Title Policies; (j) A standard owner’s affidavit executed by Contributor to the extent necessary to enable the Title Company to issue to the Operating Partnership or its Subsidiary, effective as of the Closing, with respect to the Property, either (i) an ALTA extended coverage owner’s or leasehold policy of title insurance (in current form), with such endorsements thereto as the Operating Partnership may reasonably request (including, without limitation, non-imputation endorsements) or (ii) such endorsements to the currently held owner’s or leasehold policy of title insurance for the Property as the Operating Partnership may reasonably request (including, without limitation, date-down, “Fairway” and co-insurance endorsements), in either event with coverage for the Property equal to the an amount reasonably acceptable to the Operating Partnership, and with a tie-in endorsement with respect to all Contributed Properties located in any state for which such tie-in endorsements can be issued for an owner’s or leasehold policy of title insurance, and levels of reinsurance for the Property as reasonably acceptable to the Operating Partnership, insuring fee simple and/or leasehold title (as applicable) to all real property and improvements comprising the Property in the name of the Operating Partnership (or a Subsidiary thereof, as the Operating Partnership may designate), subject only to the Permitted Encumbrances (collectively, the “Title Policies”); (k) The Operating Partnership and the Company on the one hand and Contributor on the other hand shall provide to the other a certified copy of all appropriate corporate resolutions or partnership or limited liability company actions authorizing the execution, delivery and performance by the Operating Partnership and the Company (if so requested by Contributor) and Contributor (if so requested by the Operating Partnership or the Company) of this Agreement, any related documents and the documents listed in this Section 1446(f)(2)2.3; (l) Any Tenant Estoppels, any Ground Lease Estoppels and any other tenant estoppel certificates, in each case, to the extent obtained by the Contributor in form and substance reasonably satisfactory to Randaccordance with Section 2.1(b)(viii); (xm) The Operating Partnership and the Company on the one hand and Contributor on the other hand shall provide to the other a certificate certification regarding the accuracy in all material respects of each of their respective representations and warranties in this Agreement at the Secretary Closing Date (except to the extent that any representation or Assistant Secretary (or equivalent officer) warranty speaks as of the East certifying that attached thereto are an earlier date, in which case it must be true and complete copies correct only as of that earlier date and except for such representations and warranties that are qualified by materiality or Material Adverse Effect, which representations and warranties shall be certified as being accurate in all resolutions adopted by the members of East authorizing the executionrespects); (n) Any books, delivery, records and performance of this Agreement and the consummation of the Stock Purchase, and Organizational Documents relating to Contributor that all such resolutions are in full force and effect and are all the resolutions adopted possession of Contributor or which can be obtained through Contributor’s reasonable efforts; (i) All documents reasonably required by a Lender in connection with the transactions contemplated hereby; assumption or prepayment of an Existing Loan at or prior to Closing and (xiii) a copy of the Shareholder AgreementExisting Loan Release or the Existing Loan Indemnity Agreement in substantially the form attached hereto as Exhibit C (unless such Existing Loans are repaid at or prior to Closing), as applicable, in each case, duly executed by Eastthe applicable party; and (xiip) such other documents An assignment of Excluded Assets from the Company, the Operating Partnership or a Subsidiary, as may be reasonably required by Randapplicable, each in form and substance satisfactory to Randfavor of Contributor, to effect achieve the intentions of the Parties distributions contemplated by this Agreementunder Section 1.4, duly executed by Eastif applicable. (b) Rand shall deliver to East: (i) a counterpart of each assignment and assumption agreement relating to a Contributed Investment Asset, duly executed on behalf of Rand; (ii) the Purchased Shares by book entry transfer to an account for East at Rand’s transfer agent; (iii) copies of the Management Agreements, duly executed by Rand; (iv) an officer’s certificate signed by the Chief Executive Officer or the Chief Financial Officer of Rand as required to be delivered under Sections 8.2(a) and 8.2(b); (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Rand Board authorizing the execution, delivery, and performance of this Agreement and the Management Agreements and the consummation of the Stock Purchase, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a copy of the Shareholder Agreement, duly executed by Rand; and (vii) such other documents as may be reasonably required by East, in form and substance satisfactory to East, to effect the intentions of the Parties contemplated by this Agreement, duly executed by Rand.