Common use of Conditions Precedent to Buyer’s Obligations Clause in Contracts

Conditions Precedent to Buyer’s Obligations. The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of some other specified date, in which case they shall be true and correct on and as of such specified date). 6.2.2 The Seller shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date except that (i) the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer’s obligation to pay the Buyer Purchase Price, and to consummate the transactions contemplated by this Agreement are subject accept title to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii)Property, shall be true and correct in all respects subject to any such qualifiers contained therein)compliance by Seller or Affiliate, in as the case may be, with the following conditions precedent for each case on the date of this Agreement and Property on and as of the date of Closing: (a) Seller shall deliver to Buyer on or before the Closing Date the items set forth in Section 10 above; (b) Buyer shall receive from Escrow Agent or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner’s form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Real Property in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer’s good and marketable title in fee simple to the Real Property and otherwise in such form and with such endorsements as though provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions (the “Title Policy”); (c) Buyer shall have received a valid and permanent final certificate of occupancy (or the equivalent thereof) for the Property which shall not contain any contingencies or require any additional work to be completed; (d) Tenant shall be in possession of the premises demised under the Leases, open for business to the public and paying full and unabated rent under the Leases and Tenant shall not have assigned or sublet any of the Property; (e) The representations and warranties of Seller contained in this Agreement shall have been true when made on and shall be true in all material respects at and as of the date of Closing Date (except for as if such representations and warranties were made as of some other specified date, in which case they shall be true and correct on at and as of such specified date). 6.2.2 The the Closing, and Seller shall have performed and complied, complied in all material respects, respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed and or complied with by it on or Seller prior to or at the Closing Date except that Closing; (if) the covenants and obligations set forth in Sections 4.6 Seller shall have been performed delivered to Buyer a written waiver by Tenant of any right of first refusal, right of first offer or other purchase option that Tenant has pursuant to the Leases to purchase the Property from Seller; and (g) Seller shall have made all contributions, payments and/or reimbursements and complied with completed any and all work required by any governmental authority in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply connection with the covenants construction and obligations development of the Property, including, without limitation, as required by any variance or site plan approval. In the event that the foregoing conditions precedent have not been satisfied as of Closing, Buyer shall have the rights and remedies set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date 9(b) of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The Buyer's obligations of the Buyer to consummate the transactions contemplated by at Closing under this Agreement are subject to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of the (a) Seller’s 's representations and warranties in under this Agreement are shall be true and correct accurate in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date date when made and at Closing, except as though made on and as of the Closing Date (except for representations and warranties made as of some other specified date, to changes specifically contemplated by this Agreement or consented to by Buyer in which case they shall be true and correct on and as of such specified date)writing. 6.2.2 The (b) Seller shall have performed and complied, complied in all material respectsrespects with every covenant, with all obligations agreement, and agreements condition required to be performed and complied with by it on or under this Agreement prior to or at the Closing Date except that (i) the covenants and obligations set forth in Sections 4.6 unless performance or compliance therewith shall have been performed waived by Buyer in writing. (c) If applicable, Buyer and complied with Seller shall have received approval from the FTC under the HSR Act of the transaction contemplated by this Agreement, or shall have received notification that the waiting period under such act has been terminated, or the waiting period under such act shall have expired. (d) The Base Purchase Price increase or decrease resulting from the adjustments to be made pursuant to subsections 11.(a) and 11.(b) does not exceed twenty percent (20%) of the Base Purchase Price. (e) On the Closing Date, no material suit, action, or other proceeding against Buyer shall be pending before any court or governmental agency seeking to restrain, prohibit, or obtain damages or other relief in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply connection with the covenants consummation of the transaction contemplated by this Agreement. If any such condition precedent to the obligations of Buyer under this Agreement is not met as of the Closing Date, and if Buyer is not in material breach of its obligations hereunder, this Agreement may be terminated at the option of Buyer. If Buyer thus terminates this Agreement, the Deposit shall be returned to Buyer and the parties shall have no further obligations to one another hereunder (other than the indemnifications contained in Sections 7.(a)(iii), 8.(c), and 21. hereof, which shall survive such termination). Notwithstanding the foregoing, if a condition set forth above, other than condition 12.(c) or 12.(d), is not met (and is asserted by Buyer as a failure of one of its conditions of Closing), and if the reasons such condition is not met relate only to some, but not all, of the Properties, failure of such condition to be met may, at the option of either Buyer or Seller, be treated as an uncured Asserted Defect and handled in accordance with the process set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations11. above. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations of the Buyer to consummate the transactions contemplated by under this Agreement are subject to the satisfaction or waiver by the Buyerfulfillment, on or prior to or on the Closing Date, of each of the following conditions, anyone or more of which Buyer may in its sole discretion waive in whole or in part: 6.2.1 Each of 3.5.1 Buyer shall not have discovered any material error, misstatement or omission in the Seller’s representations and warranties made herein by Seller or RPMA. 3.5.2 The representations and warranties of Seller contained in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject deemed to any such qualifiers contained therein), in each case on the date of this Agreement and on have been made again at and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of some other specified date, in which case they shall then be true in all material respects and correct on and as of such specified date). 6.2.2 The Seller shall have performed and complied, in all material respects, complied with all obligations of the terms, agreements, covenants and agreements conditions required by this Agreement to be performed and complied with by it on or Seller prior to or on the Closing Date except that (i) the covenants and obligations set forth in Sections 4.6 Date. 3.5.3 No suit, action or other proceeding shall have been performed and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts instituted or threatened before any court or other governmental body or by any public authority to comply with restrain or prohibit the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each consummation of the Seller and the Company shall transactions contemplated herein or that is likely to have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, and on or before the Closing Date, any event public authority that is required or development requested, pursuant to an express term of this Agreement, to rule upon any transactions contemplated herein shall have so ruled favorably in writing. No condemnation activity related to the Site that couldis likely to have a Material Adverse Effect shall be pending or threatened. No claim, individually action, suit or in the aggregateother proceeding shall be pending against Buyer or against Seller which, reasonably be expected to result in if adversely determined, would have a Material Adverse Effect. 6.2.6 Each 3.5.4 Seller shall have obtained all consents of third parties and Governmental Agencies and all licenses, permits and governmental approvals necessary or appropriate to permit the valid and effective sale, assignment, transfer and conveyance of the Consents identified on Schedule 1.4.7 Assets to Buyer. 3.5.5 The validity and adequacy of all proceedings of Seller in authorizing and approving this Agreement and the agreements, documents and instruments contemplated hereby shall have been approved by Buyer and counsel for Buyer. 3.5.6 Buyer shall have received the items to be delivered at Closing by Seller pursuant to the terms of this Agreement, including pursuant to Section 3.3 of this Agreement. 3.5.7 Since the date hereof, there shall have occurred no material adverse change, or condition or occurrence of any event which has or would reasonably be expected to have a Material Adverse Effect. 3.5.8 On or before Closing Seller shall have obtained and be in full force and effectall Governmental Approvals pursuant to Section 1.1.3 of this Agreement, unless deferred pursuant to Schedule 1.1.3. 3.5.9 For purposes of this Agreement, the term "

Conditions Precedent to Buyer’s Obligations. The obligations obligation of the Buyer to consummate purchase and pay for the transactions contemplated by this Agreement are Assets is subject to the satisfaction (or waiver by the Buyer, on or prior to Buyer in writing) as of the Closing Date, of each of the following conditions; provided, however, if the failure of any such condition is due to a default by any Seller, Buyer shall have the right and remedies provided in Section 13.2: 6.2.1 (a) Each of the Seller’s representations and warranties made by Sellers in this Agreement are shall be true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations when made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except for representations unless such representation or warranty is made on and warranties made as of some other specified a specific date, in which case they it shall be true and correct on and in all material respects as of such specified date). 6.2.2 The , excluding, however, any inaccuracies or changes in the representations and warranties made by Sellers resulting from any action, condition or matter that is (1) expressly permitted or contemplated by the terms of this Agreement, or (2) actually known to Buyer or its Affiliates prior to the expiration of the Due Diligence Period. Without limitation on the foregoing, in the event that the closing certificate (the “Seller Closing Certificate”) in the form attached hereto as Exhibit H to be delivered by Sellers at Closing shall disclose any material adverse changes in the representations and warranties of Sellers under this Agreement that are not otherwise permitted or contemplated by the terms of this Agreement or actually known to Buyer or its Affiliates prior to the expiration of the Due Diligence Period, then Buyer shall have performed and complied, in all material respects, with all obligations and agreements required the right to be performed and complied with terminate this Agreement by it on or written notice delivered to Sellers prior to the Closing Date and, in connection with any such termination, Buyer shall be entitled to a return of the Exxxxxx Money (less the Independent Contract Consideration, which shall be paid to Sellers), and Sellers and Buyer shall be released from further obligation or liability hereunder (except that for those obligations and liabilities which expressly survive such termination). (ib) Sellers shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by Sellers on or before the covenants and obligations set forth Closing. (c) No order, injunction, action, suit or other proceeding of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in Sections 4.6 effect as of the Closing which restrains or prohibits the transfer of the Assets or the consummation of any other transaction contemplated hereby. (d) No action, suit or other proceeding shall be pending which shall have been performed and complied with in all respects and brought by a Person (iiother than Buyer or its Affiliates) solely for purposes of to restrain or prohibit the transactions contemplated under this Section 6.2.2, Agreement. (e) Each Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth interest in Section 4.11 its Real Property shall be deemed delivered to fully satisfy Buyer in the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller manner required under Article 8 and the Title Company shall have performed and complied, in all material respects, with all obligations and agreements required irrevocably committed to be performed and complied with by it on or prior issue the Title Policy to Buyer (subject to the Closing Date under the Midcon Agreement; and the Midcon Agreement payment of any premium therefor). (f) Buyer or Escrow Agent shall be in full force and effect and the legal, valid, binding and enforceable obligation have received all of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document documents required to be delivered by it to the Buyer Seller under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectSection 6.2. 6.2.6 Each (g) Receipt of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effectLender Consent for each Existing Loan (other than any Existing Loan for which Buyer has delivered a Loan Assumption Rejection Notice or New Financing Notice) pursuant to Section 2.3(d)(ii).

Conditions Precedent to Buyer’s Obligations. The Buyer’s obligations of the Buyer hereunder (including, without limitation, its obligation to consummate the transactions contemplated hereby on the Closing Date and its incurrence of any indemnification obligations under Section 17(c) below) are, unless waived in writing by this Agreement are Buyer, subject to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 (a) (i) Each of the Seller’s representations and warranties of Seller contained in this Agreement Section 7 hereof that are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), as to materiality shall be true and correct in all such respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date with the same force and effect as though the same had been made on and as of the Closing Date (except for that any such representations and warranties that are made as of some other specified a specific date need to be true and correct in all such respects only as of such date), and (ii) each of the representations and warranties of Seller contained in which case they Section 7 hereof that are not qualified as to materiality shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though the same had been made on and as of the Closing Date (except that any such specified representations and warranties that are made as of a specific date need to be true and correct in all material respects only as of such date). 6.2.2 The (b) Seller shall have performed and compliedobtained, in the form reasonably acceptable to Buyer, all material respects, with all obligations required consents to the transactions contemplated hereby and agreements required to be performed and complied with by it shall have arranged for the release on or prior to the Closing Date except that of all Liens which encumber any of the Assets, which required consents and releases of Liens are listed on Schedule 10(b) hereto (i) the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations“Required Consents”). 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after (c) Since the date of this Agreement, no event (including a Material Adverse Effect, lawsuit filed against Seller that relates to any of the Assets) shall have occurred which has resulted in or any event or development that could, individually or in the aggregate, is reasonably be expected likely to result in a Material Adverse EffectChange on the Self-Protecting Digital Content Business. 6.2.6 (d) No order of any court or other governmental or regulatory body restraining, prohibiting or enjoining the consummation of the transactions contemplated hereby shall be in effect or be threatened or sought by any governmental or regulatory body. (e) Buyer shall have received each of the certificates, documents, agreements and other instruments set forth in Section 12(c) hereof and each of the following certificates, documents, agreements or instruments: (i) A legal opinion of Xxxxxxx Coie LLP in substantially the form of Exhibit G hereto; (ii) A copy of the executed employment agreement, in the form attached hereto as Exhibit H (“Employment Agreement”), between Buyer and the employee set forth on Schedule 10(e)(ii) (the “Main Employee”); (iii) Evidence satisfactory to Buyer that the Main Employee has effectively delivered his resignation to Seller, in the form attached hereto as Exhibit I (the “Main Employee Resignation Notice”); (iv) Copies of executed employment offer letters, in the forms attached hereto as Exhibit J (the “Offer Letters”), from the employees listed on Schedule 10(e)(iv) (the “Key Employees”); and (v) The Key Employees have effectively delivered their resignations to Seller or terminated their consulting relationships with Seller, in the forms attached hereto as Exhibit K (the “Key Employees Resignations”). (vi) The non-compete agreements, in the form attached hereto as Exhibit L (the “Executive Non-Competition Agreements”), with respect to the business of the Seller executed by the executives listed on Schedule 10(e)(vi); (f) The Closing Date shall have occurred on or prior to January 1, 2008. (g) All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods imposed by, any governmental or regulatory body necessary for the consummation of the transactions contemplated by this Agreement shall have been filed, occurred or been obtained. (h) Each of the Consents identified on Schedule 1.4.7 covenants and obligations of the Seller to be performed at or before the Closing Date pursuant to the terms of this Agreement shall have been obtained and be duly performed in full force and all material respects and, at the Closing, the Seller shall have delivered to Buyer a certificate to that effect, executed by an executive officer of the Seller.

Conditions Precedent to Buyer’s Obligations. The obligations Subject to the terms of the Buyer Section 9 herein, Buyer’s obligation to consummate the transactions purchase transaction contemplated by this Agreement are shall be subject to compliance by Seller with the satisfaction or waiver by following conditions precedent as of the Buyer, date of Closing: (a) Seller shall deliver to Escrow Agent on or prior before the Closing Date the items set forth in Section 10 above; (b) Buyer shall receive from Escrow Agent or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner’s form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Property in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer’s good and marketable title in fee simple to the Closing Date, Real Property and otherwise in such form and with such endorsements as provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions (the “Title Policy”); (c) Buyer shall have received a valid and permanent final certificate of each occupancy (or the equivalent thereof) for the Property which shall not contain any contingencies or require any additional work to be completed; (d) Tenant shall be in possession of the following conditions: 6.2.1 Each premises demised under the Lease, open for business to the public and paying full and unabated rent under the Lease and Tenant shall not have assigned or sublet any of the Seller’s Property; (e) The representations and warranties of Seller contained in this Agreement are shall have been true when made and correct shall be true in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on at and as of the date of Closing Date as though if such representations and warranties were made on at and as of the Closing Date (except for representations Closing, and warranties made as of some other specified date, in which case they shall be true and correct on and as of such specified date). 6.2.2 The Seller shall have performed and complied, complied in all material respects, respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed and or complied with by it on or Seller prior to or at the Closing Date except that Closing; (if) the covenants and obligations set forth in Sections 4.6 Seller shall have been performed delivered to Buyer a written waiver by Tenant of any right of first refusal, right of first offer or other purchase option that Tenant has pursuant to the Lease to purchase the Property from Seller; and (g) Seller shall have made all contributions, payments and/or reimbursements and complied with completed any and all work required by any governmental authority in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply connection with the covenants construction and obligations development of the Property, including, without limitation, as required by any variance or site plan approval. In the event that the foregoing conditions precedent have not been satisfied as of Closing, Buyer shall have the rights and remedies set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date 9(b) of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer’s obligation to pay the Buyer Purchase Price, and to consummate the transactions contemplated by this Agreement are subject accept title to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii)Property, shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on compliance by Seller with the date of this Agreement and following conditions precedent on and as of the date of Closing: (a) Seller shall deliver to Buyer on or before the Closing Date the items set forth in Section 10 above; (b) Buyer shall receive from Escrow Agent or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner’s form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Real Property in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer’s good and marketable title in fee simple to the Real Property and otherwise in such form and with such endorsements as though provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions (the “Title Policy”); (c) Buyer shall have received a copy of the certificate of occupancy, temporary certificate of occupancy, or any such other equivalent evidence that the Tenant is lawfully in possession of the Property for its intended purpose and such equivalent evidence of lawful possession; (d) Tenant shall be in possession of the premises demised under the Lease, and paying full and unabated rent under the Lease terms and Tenant shall not have assigned or sublet the Property; (e) The representations and warranties of Seller contained in this Agreement shall have been true when made on and shall be true in all material respects at and as of the date of Closing Date (except for as if such representations and warranties were made as of some other specified date, in which case they shall be true and correct on at and as of such specified date). 6.2.2 The the Closing, and Seller shall have performed and complied, complied in all material respects, respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed and or complied with by it on or Seller prior to or at the Closing Date except that Closing; (if) the covenants and obligations set forth in Sections 4.6 Seller shall have been performed made all contributions, payments and/or reimbursements and complied completed any and all work required by any governmental authority in connection with in all respects the construction and development of the Property, including, without limitation, as required by any variance or site plan approval. (iig) solely for purposes Following Completion of this Section 6.2.2Construction, SellerBuyer shall have received an as-built ALTA survey, certified to Buyer and Buyer’s commercially reasonable efforts to lender, confirming that the Improvements are legal conforming and comply with the covenants approved site plan and obligations any variance issued in connection with the construction and development of the Property and that the Improvements do not encroach upon any easement which has not been insured over by the Title Policy. In the event that the foregoing conditions precedent have not been satisfied as of Closing, Buyer shall have the rights and remedies set forth in Section 4.11 9(b) of this Agreement. Notwithstanding anything to the contrary herein, Seller shall be deemed have the right to fully satisfy extend the condition Closing for up to twenty (20) days, as set forth in Section 10, in order to deliver to Buyer any of the items described in this Section 6.2.2 with respect to such covenants and obligations13. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. 10.01 The obligations of the Buyer to consummate the transactions contemplated by under this Agreement are subject to the satisfaction or waiver by the Buyersatisfaction, on or prior to the Closing DateClosing, of each of the following conditions, all or any of which may be waived in writing by Buyer: 6.2.1 Each of the Seller’s (a) All representations and warranties made by the Seller in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made written statement delivered to Buyer by the Seller, which in each case of the foregoing clauses (i) and (ii), Seller under this Agreement shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of some other specified date, in which case they shall be true and correct on and as of such specified date)Closing. 6.2.2 (b) The Seller shall have performed and complied, in all material respects, complied with all its respective obligations and agreements required by this Agreement to be performed and or complied with by it on or prior to the Closing Date except that (i) the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligationsClosing. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements (c) All documents required to be performed and complied with delivered by it the Seller on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against have been properly executed by the Seller and delivered to Escrow Agent or Buyer in form and substance reasonably satisfactory to Buyer. (d) Title Company shall have irrevocably committed to issue the Title Policy. 10.02 If any of Buyer’s closing conditions described in this Section have not been fulfilled within the applicable time periods, Buyer may: (a) Waive the unfulfilled Buyer closing condition and Close in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, without adjustment or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each abatement of the Consents identified on Schedule 1.4.7 Purchase Price; (b) Terminate this Agreement by written notice to Seller, in which event Seller shall have been obtained pay for all of the cancellation charges of Escrow Agent, if any, and Escrow Agent shall immediately release to Buyer the Xxxxxxx Money; or (c) To the extent the failure of any applicable Buyer’s closing condition is caused by a breach of any term or condition of this Agreement by Seller, Escrow Agent shall immediately release the Xxxxxxx Money to Buyer and Buyer shall be in full force entitled to pursue its rights and effectremedies pursuant to the terms of Section 8.02.

Conditions Precedent to Buyer’s Obligations. The obligations following are the Conditions Precedent to Buyer’s obligation to purchase Shares from each Seller pursuant to this Agreement, unless waived in writing by Buyer: (A) No Proceeding by or before any Governmental Entity or court shall have been instituted or overtly threatened in writing (and not subsequently dismissed, settled or otherwise terminated) which might restrain, prohibit or invalidate any of the Buyer to consummate the transactions contemplated by this Agreement, other than any Proceeding in respect of any clearance or authorization contemplated by Section 3.3(A). (B) Such Seller shall have performed and complied in all material respects with the terms and conditions of this Agreement are subject required to the satisfaction be performed or waiver complied with by the Buyer, on it at or prior to the Closing Date, of each Closing. (C) Such Seller (if an entity) shall have delivered a certified copy of the following conditions: 6.2.1 Each resolutions of such Seller’s board of managers, board of directors, trustee or other governing authority, as applicable, authorizing the execution and delivery of this Agreement and the other agreements to be executed and delivered by such Seller hereunder, and the consummation of the Seller’s representations and warranties in this Agreement are transactions contemplated hereby. (D) The Individual Seller Representations made by such Seller shall be true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case as of the foregoing clauses (i) Closing, except to the extent such representations and (ii)warranties are made as of another date, in which case such representations and warranties shall be true and correct in all material respects subject as of such other date. (E) The Fundamental Representations of the Company and the Company Representations contained in Sections 8.4(L), 8.4(N), 8.4(O) and 8.4(P) shall be true and correct in all material respects as of the Closing, except to the extent such representations and warranties are made as of another date, in which case such representations and warranties shall be true and correct in all material respects as of such other date. (F) Oronite and the Local Sellers’ Representative shall have delivered to Buyer any certificate or document reasonably requested by Buyer to confirm the satisfaction of the Conditions Precedent set forth in the foregoing clauses (B) through (D) as they relate to Oronite or any Local Seller, respectively. (G) Oronite and the Local Sellers’ Representative shall have delivered, or caused the delivery of, written resignations of each of the members of the board of directors or other governing body of the Company (to the extent requested by Buyer) in form and substance reasonably acceptable to Buyer. (H) Oronite shall have delivered to the Company a counterpart signature page to the Technology License Agreement, duly executed by Oronite. (I) Oronite shall have delivered to Buyer a counterpart signature page to the Amendment to Contract dated September 1, 2012, duly executed by Oronite. (J) The Company shall have delivered to Buyer, in respect of each Conditional Contract as described in Section 4.4, either an instrument evidencing continuation of such contract following the Closing or an instrument that effectively terminates such contract as of not later than the Closing, any such qualifiers contained thereininstrument to be in form and substance reasonably acceptable to Buyer and executed by each party to such contract (or executed solely by the Company in respect of any such contract which the Company may terminate unilaterally). (K) The Company shall have delivered to Buyer, in respect of each case on Terminating Contract, an instrument in form and substance reasonably acceptable to Buyer, executed by each party to such contract, that effectively terminates such contract as of not later than the date Closing. (L) Oronite and the Local Sellers’ Representative shall have delivered to Buyer a copy of this Agreement the Purchase Price Adjustment Escrow Agreement, duly executed by Oronite and on the Local Sellers’ Representative, respectively, and the Purchase Price Adjustment Escrow Agent. (M) The Local Sellers’ Representative shall have delivered to Buyer a copy of the Local Sellers’ Escrow Agreement, duly executed by the Local Sellers’ Representative and the Local Sellers’ Escrow Agent. (N) Oronite shall have delivered to Buyer a copy of the Oronite Escrow Agreement, duly executed by Oronite and the Oronite Escrow Agent. (O) Buyer shall have received a certificate executed by the Secretary of the Company, certifying as to and attaching true and complete copies of the Company’s governing documents in effect as of the Effective Date and as of the Closing Date as though made on and as Date. (P) Buyer shall have received a certificate executed by the Secretary of the Closing Date Company, certifying that attached thereto are the resolutions of the Company’s shareholders meeting containing the authorization of the transfer of the Shares, as well as the waiver of any shareholder of the Company to exercise such shareholder’s right of first refusal. (except for representations and warranties made as Q) Buyer shall have received an original certificate of some absence of Encumbrances (certificado de libertad de gravámenes) issued by the corresponding Public Registry of Property where each of the Owned Real Properties are located, evidencing that the Owned Real Properties are free from any Encumbrances (other specified date, in which case they shall be true and correct on and as of such specified datethan Permitted Encumbrances). 6.2.2 The Seller (R) Buyer shall have performed received a duly executed copy of each Power of Attorney and complied, in all material respects, with all obligations Appointment of Local Sellers’ Representative for each Local Seller selling Shares pursuant to this Agreement. (S) The Shares transferred and agreements required to be performed and complied with by it on or prior to delivered at the Closing Date except that (i) shall constitute at least 90% of the covenants issued and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes outstanding common shares of this Section 6.2.2, Sellerthe Company’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligationscapital stock. 6.2.3 Each of (T) From and after the Seller and the Company shall have performed and compliedEffective Date, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There there shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The Buyer’s obligations of the Buyer hereunder (including, without limitation, Buyer’s obligation to consummate the transactions purchase of the Shares contemplated by this Agreement hereby on the Closing Date and Buyer’s incurrence of any indemnification obligations under Section 15(c) below) are subject to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions, unless waived in writing by Buyer: 6.2.1 (a) (i) Each of the Seller’s representations and warranties of Sellers contained in this Agreement Section 6 hereof that are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), as to materiality shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date with the same force and effect as though the same had been made on and as of the Closing Date (except for that any such representations and warranties that are made as of some other specified a specific date need to be true and correct in all respects only as of such date), and (ii) each of the representations and warranties of Sellers contained in which case they Section 6 hereof that are not qualified as to materiality shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though the same had been made on and as of the Closing Date (except that any such specified representations and warranties that are made as of a specific date need to be true and correct in all material respects only as of such date). 6.2.2 The Seller (b) Sellers shall have performed and compliedobtained, in form and substance reasonably satisfactory to Buyer, all material respectsrequired consents to the Contemplated Transactions, with all obligations including the required consents listed on Exhibit D, and agreements required to be performed and complied with by it shall have arranged for the release on or prior to the Closing Date except that of all Liens which encumber any of the Shares or the assets of the Acquired Companies. (ic) the covenants and obligations set forth in Sections 4.6 Since December 31, 2006, no event shall have been performed and complied with occurred which has resulted in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, is reasonably be expected likely to result in a Material Adverse EffectChange. 6.2.6 Each (d) No order of any court or other Governmental Body restraining, prohibiting or enjoining the consummation of the Consents identified on Schedule 1.4.7 Contemplated Transactions shall be in effect or be threatened or sought by any Governmental Body, and no litigation shall be pending which if adversely determined could have a Material Adverse Change or adversely impact Buyer as the owner of the Shares. (e) Buyer shall have received a copy of the resolutions of the directors authorizing the transfer of the Shares to the Buyer pursuant to Article 9 of the Articles of Association of the Company. (f) Buyer shall have received each of the certificates, documents, agreements and other instruments set forth in Section 11(c) hereof. (g) All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods imposed by, any Governmental Body necessary for the consummation of the transactions contemplated by this Agreement shall have been obtained and be in full force and effectfiled, occurred or been obtained. (h) The Closing Date shall have occurred on or prior to July 20, 2007.

Conditions Precedent to Buyer’s Obligations. The Buyer’s obligations of the Buyer to consummate the transactions contemplated by under this Agreement are subject to the satisfaction or waiver by the Buyersatisfaction, on or prior to before the Closing Date, of each of the following conditions: 6.2.1 Each conditions (any of which may be waived by Buyer, in whole or in part): (a) all the Seller’s representations and warranties in this Agreement are true (considered both collectively and correct individually) must have been accurate, in all material respects (except for (i) representations or warranties qualified by materialityrespects, Material Adverse Effect or similar qualifier (including through the use as of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement Agreement, and on and must be accurate, in all material respects, as of the Closing Date as though made on and as if then made; (b) all of the Closing Date (except for representations and warranties made as of some other specified date, in which case they shall be true and correct on and as of such specified date). 6.2.2 The Seller shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date except that (i) the covenants and obligations set forth in Sections 4.6 shall that Seller is required to perform or to comply with under this Agreement on or before the Closing Date must have been duly performed and complied with in all respects and material respects; (iic) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed caused the documents and complied, in all material respects, with all obligations and agreements instruments required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required Section 5.3 to be delivered by it to Buyer (including a release of the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after Lien securing the Construction Loan as contemplated in Section 16.3 of the Operating Lease, as provided in Section 5.3.8 above); (d) since the date of this Agreement, a Material Adverse Effectthere must not have been commenced or threatened against Buyer and/or Seller, or against any event related person of Buyer and/or Seller, any proceeding involving any challenge to, or development that couldseeking damages or other relief in connection with, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each any of the Consents identified contemplated transactions, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the contemplated transactions; (e) Trustee and Buyer shall have entered into the Trustee Loan and the Trustee shall have loaned the proceeds thereof to Buyer in accordance with the documents evidencing and securing the Trustee Loan; (f) all of the covenants and obligations that Operator is required to perform or comply with under this Agreement on Schedule 1.4.7 or before the Closing Date must have been duly performed and complied within all material respects; and (g) all third party consents required to consummate the transactions contemplated herein and the Trustee Loan shall have been obtained and be in full force and effectobtained.

Conditions Precedent to Buyer’s Obligations. The obligations of the Buyer Buyers to consummate the transactions contemplated by this Agreement are subject to the fulfillment or satisfaction (or waiver by the US Buyer), on or prior to or at the Closing DateClosing, of each of the following conditionsadditional conditions precedent: 6.2.1 Each of (a) (i) the Seller’s representations and warranties of Sellers and the Company, Trillium UK and Trillium Germany contained in this Agreement are (other than the Fundamental Representations and the Specified Representations) shall be true and correct (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) in all respects at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, other than any such representations and warranties made as of another date, which representations and warranties shall have been true and correct in all material respects (as of such date, except for (i) where the failure of any such representations and warranties to be so true and correct, individually or warranties qualified by materialityin the aggregate, would not reasonably be expected to have resulted in a Company Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by and the Seller, which in each case of the foregoing clauses (i) and (ii), Specified Representations shall be true and correct in all respects subject to (in the case of any such qualifiers contained thereinFundamental Representations or Specified Representations qualified by materiality or Company Material Adverse Effect) or in all material respects (in the case of any Fundamental Representations or Specified Representations not qualified by materiality or Company Material Adverse Effect), in each case on at and as of the date of this Agreement and on at and as of the Closing Date as though if made on at and as of the Closing Date (except for such time, other than any such representations and warranties made as of some other specified another date, in which case they representations and warranties shall be have been true and correct on and in all respects (in the case of any Fundamental Representations or Specified Representations qualified by materiality or Company Material Adverse Effect) or in all material respects (in the case of any Fundamental Representations or Specified Representations not qualified by materiality or Company Material Adverse Effect), in each case as of such specified date).; 6.2.2 The (b) each of the Seller Parties and the Sellers’ Representative shall have performed and complied, in all material respects, with respects all of its obligations and agreements hereunder required to be performed and complied with by it on at or prior to the Closing; (c) US Buyer shall have received a certificate from an authorized officer of each of the Sellers, dated as of the Closing Date except Date, to the effect that each of the conditions specified in Sections 8.2(a), 8.2(b) and 8.2(f) has been satisfied; (id) the covenants and obligations set forth in Sections 4.6 Seller Parties shall have been performed received and complied with delivered to US Buyer copies of all of the Applicable Consents listed on Section 8.2(d) of the Disclosure Schedule (the “Required Consents”), in all respects form and substance reasonably satisfactory to US Buyer; (iie) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with US Buyer shall have received the covenants and obligations deliveries set forth in Section 4.11 shall be deemed 3.2(a); provided, however, that any full or partial waiver by US Buyer, prior to fully satisfy or at the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each Closing, of the delivery set forth in Section 3.2(a)(xvii) shall not relieve US Seller of its obligation to obtain and fully pay for, or cause to be obtained and fully paid for, the Company shall have performed and compliedsoftware licenses listed in Section 3.2(a)(xvii) of the Disclosure Schedule, in all material respectseach case on terms and conditions approved in writing by US Buyer, with all obligations and agreements required to be performed and complied with as contemplated by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation Section 7.23 of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59; 6.2.5 There shall not have occurred after (f) since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect, or any event or development that could, individually or in ; (g) the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 transactions contemplated by Section 7.27 hereof shall have been obtained completed, with all documentation relating thereto in form and be substance reasonably satisfactory to US Buyer; and (h) the Pre-Closing Restructuring shall have been completed, with all documentation relating thereto in full force form and effectsubstance reasonably satisfactory to US Buyer.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer under this Agreement are, at the option of Buyer, subject to the following conditions precedent that at or before Closing or at or before such time as expressly set forth below: (a) The Regulatory Approvals shall have been made or obtained and shall remain in full force and effect, and all statutory waiting periods applicable to the transactions contemplated hereby shall have expired or terminated, and no such Regulatory Approval shall have resulted in the imposition of a Materially Burdensome Regulatory Condition; (b) Seller shall have duly and timely performed its covenants and agreements herein on or prior to the Closing Date in all material respects; (c) Each of the representations and warranties of Seller contained or referred to in this Agreement that are qualified as to materiality shall be true and correct and any such representations and warranties that are not so qualified shall be true and correct in all material respects, in each case, at the Closing as though made at the Closing (except to the extent such representations and warranties speak of an earlier date); (d) No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Legal Requirement or Order (whether temporary, preliminary or permanent) which is in effect and which prohibits or makes illegal, or materially impacts, the consummation of the transactions contemplated by this Agreement or materially alters the terms of this Agreement; (e) No Legal Proceedings shall have been instituted against Buyer or Seller where the determination of liability against such party would reasonably be expected to have a Material Adverse Effect or a material and adverse effect on the ability of such party to consummate the transactions contemplated by this Agreement are subject Agreement; (f) There shall have been delivered to the satisfaction or waiver by the BuyerBuyer a certificate confirming items (a)-(c) above, on or prior to dated as of the Closing Date, of each and signed on behalf of the following conditions:Seller by its President; 6.2.1 Each (1) Buyer shall have obtained a Phase I Environmental Site Assessment report (“Buyer’s Phase I Report”), which shall be at Buyer's expense, prepared after the date hereof. Buyer shall report to Seller the results of the SellerBuyer’s representations and warranties in this Agreement are true and correct in all material respects Phase I Report, together with any objections (except for (ian “Objection”) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on matter (other than information made available to Buyer by Seller prior to the date of this Agreement and on and as Agreement) that Buyer believes in its reasonable discretion could be a violation of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of some other specified date, in which case they shall be true and correct on and as of such specified date). 6.2.2 The Seller shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date except any Environmental Law that (i) materially and adversely affect Buyer's continued use of the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and Premises for the purpose of operating the relevant Branch, or (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts has a Material Adverse Effect on Buyer. Buyer shall provide the report together with any Objections to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred no later than forty-five calendar days after the date of this Agreement. If Buyer raises any Objections, a Material Adverse Effect, or Seller and Buyer shall address such Objection as set forth in subsection (2) below. (2) If Buyer discovers any event or development Objections that couldwould, individually or in the aggregate, require the expenditure of $100,000 or more to remediate, as determined by Buyer in its reasonable discretion, Buyer shall promptly give written notice thereof to Seller describing the Objection or Objections in detail and Seller shall have the obligation to pay up to the sum of $100,000 to cure such Objection(s) prior to the Closing, if cure is reasonably possible. If Seller is unable or unwilling to cure any such Objection to Buyer’s reasonable satisfaction, then in Buyer’s sole and absolute discretion, and upon written notice to Seller, such notice to be expected received by Seller no later than ten (10) calendar days after Buyer is notified in writing of Seller’s inability or unwillingness to result cure any such Objection: (a) Buyer shall receive title or a leasehold interest in the Premises or Branch Lease, respectively, in their then existing condition with a Material Adverse Effectcorresponding adjustment to Purchase Price that is mutually agreeable to both parties, provided, that any such adjustment to Purchase Price shall not exceed $100,000, or (b) Buyer may terminate this Agreement, or (c) Seller shall keep title to the Premises related to such Objection(s) and Buyer may lease such Premises from Seller on terms mutually agreeable to both parties with a corresponding mutually agreeable adjustment to the Purchase Price. 6.2.6 Each of the Consents identified on Schedule 1.4.7 (h) All Title Objections shall have been obtained and be cured, waived by Buyer or become an Insured Exception, in full force and effecteach case, as contemplated by Section 16(q); and (i) Seller shall have delivered the closing deliverables set forth in Section 6(a).

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer’s obligation to pay the Buyer Purchase Price, and to consummate the transactions contemplated by this Agreement are subject accept title to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii)Property, shall be true and correct in all respects subject to any such qualifiers contained therein), in compliance by Seller with the following conditions precedent for each case on the date of this Agreement and Property on and as of the date of Closing: (a) Seller shall deliver to Buyer on or before the Closing Date the items set forth in Section 10 above; (b) Buyer shall receive from Escrow Agent or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner’s form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Real Property in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer’s good and marketable title in fee simple to the Real Property and otherwise in such form and with such endorsements as though provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions (the “Title Policy”); (c) Buyer shall have received a valid and permanent final certificate of occupancy (or the equivalent thereof) for the Property which shall not contain any contingencies or require any additional work to be completed; (d) Tenant shall be in possession of the premises demised under the Leases, open for business to the public and paying full and unabated rent under the Leases and Tenant shall not have assigned or sublet any of the Property; (e) The representations and warranties of Seller contained in this Agreement shall have been true when made on and shall be true in all material respects at and as of the date of Closing Date (except for as if such representations and warranties were made as of some other specified date, in which case they shall be true and correct on at and as of such specified date). 6.2.2 The the Closing, and Seller shall have performed and complied, complied in all material respects, respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed and or complied with by it on or Seller prior to or at the Closing Date except that Closing; (if) the covenants and obligations set forth in Sections 4.6 Seller shall have been performed delivered to Buyer a written waiver by Tenant of any right of first refusal, right of first offer or other purchase option that Tenant has pursuant to the Leases to purchase the Property from Seller; and (g) Seller shall have made all contributions, payments and/or reimbursements and complied with completed any and all work required by any governmental authority in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply connection with the covenants construction and obligations development of the Property, including, without limitation, as required by any variance or site plan approval. In the event that the foregoing conditions precedent have not been satisfied as of Closing, Buyer shall have the rights and remedies set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date 9(b) of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations of the Buyer and BioScrip under this Agreement to consummate the transactions contemplated by this Agreement hereby at the Closing are subject to the satisfaction or waiver by the Buyerfulfillment, on at or prior to the Closing DateClosing, of each of the following conditions, any of which may be waived by Buyer: 6.2.1 Each of the Seller’s (a) The representations and warranties of Seller and Stockholder set forth in Section 3 of this Agreement are shall be true and correct in all material respects (except that any thereof that are qualified as to knowledge or materiality shall be true and correct as written) on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, except for (i) those representations or and warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use given as of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Sellera particular date, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all material respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made that any thereof which are qualified as of some other specified date, in which case they to knowledge or materiality shall be true and correct on and as written) as of such specified date)., subject to changes contemplated by this Agreement, and Buyer shall have received a certificate at the Closing from Seller and Stockholder to that effect; 6.2.2 The (b) Seller and Stockholder shall have performed and complied, complied in all material respects, respects with all obligations covenants and agreements required contained in this Agreement to be performed and or complied with by it on them at or prior to the Closing, and Buyer shall have received a certificate at the Closing Date except from Seller and Stockholder to that effect; (ic) All consents and approvals of third Persons and Governmental Authorities necessary in order to consummate the covenants and obligations set forth in Sections 4.6 transactions contemplated by this Agreement shall have been performed and complied with obtained, including without limitation those set forth on Schedule 3.5; (d) There shall have been no Law or Order promulgated, enacted, entered or enforced by any Governmental Authority that shall remain in all respects and (ii) solely for purposes effect that restrains, prohibits or delays the performance of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations.Agreement; 6.2.3 Each of the (e) Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a suffered any Material Adverse EffectEffect (whether or not such change is referred to or described in any Schedule); (f) No action, suit or proceeding shall be pending or threatened before any Governmental Authority to restrain or prohibit, or any event to obtain damages in respect of, this Agreement or development that couldthe consummation of the transactions contemplated hereby, individually in each such case which action, suit or in the aggregate, proceeding would reasonably be expected to result in have a Material Adverse Effect.Effect or materially and adversely affect the ability of Seller to consummate the transactions contemplated by this Agreement; 6.2.6 Each (g) All agreements, certificates and other documents delivered to Buyer hereunder shall be in form and substance satisfactory to counsel for Buyer, in the exercise of such counsel’s reasonable judgment; (h) Seller and Stockholder shall have entered into a Non-Competition, Non-Solicitation and Non-Disclosure Agreement substantially in the Consents identified on Schedule 1.4.7 form of Exhibit 6.1(h) hereto (the “Non-Competition Agreement”); (i) The Bridge shall have been obtained established between Buyer and be the Pharmacy to the satisfaction of Buyer, BioScrip, Seller and Stockholder; (j) Seller and Stockholder shall have entered into the Transitional Services Agreement and the Services Agreement; (k) Seller and Stockholder shall have entered into a Source Code Escrow Agreement for the source code to Seller’s Front-end System in full force form and effectsubstance reasonably satisfactory to Buyer and Seller (the “Source Code Escrow Agreement”); and (l) BioScrip, Buyer, Seller and the Escrow Agent shall have entered into the Escrow Agreement.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer’s obligation to pay the Buyer Purchase Price, and to consummate the transactions contemplated by this Agreement are subject accept title to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii)Property, shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on compliance by Seller with the date of this Agreement and following conditions precedent on and as of the date of Closing: (a) Seller shall deliver to Buyer on or before the Closing Date the items set forth in Section 10 above; (b) Buyer shall receive from Escrow Agent or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner’s form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Real Property and the Improvements (including any beneficial easements) in the amount of the Purchase Price (or such lesser amount of the Purchase Price allocable to the Property), dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer’s good and marketable title in fee simple to the Real Property and the Improvements and otherwise in such form and with such endorsements as though provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions (the “Title Policy”); (c) Buyer shall have received a valid and permanent final certificate of occupancy (or the equivalent thereof) for the Property which shall not contain any contingencies or require any additional work to be completed; (d) Tenant shall be in possession of the premises demised under the Lease, open for business to the public and paying full and unabated rent under the Lease, and shall not have assigned the Lease; (e) The representations and warranties of Seller contained in this Agreement shall have been true when made on and shall be true in all material respects at and as of the date of Closing Date (except for as if such representations and warranties were made as of some other specified date, in which case they shall be true and correct on at and as of such specified date). 6.2.2 The the Closing, and Seller shall have performed and complied, complied in all material respects, respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed and or complied with by it on or Seller prior to or at the Closing Date except that Closing; (if) the covenants and obligations set forth in Sections 4.6 Seller shall have been performed delivered to Buyer a written waiver by any party of any right of first refusal, right of first offer or other purchase option that such party has to purchase the Property from Seller; and (g) Seller shall have made all contributions, payments and/or reimbursements and complied with completed any and all work required by any governmental authority in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply connection with the covenants construction and obligations development of the Property, including, without limitation, as required by any variance or site plan approval. In the event that the foregoing conditions precedent have not been satisfied as of Closing, Buyer shall have the rights and remedies set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date 9(b) of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The All of the obligations of the Buyer to consummate the transactions contemplated by this Agreement hereunder are subject to the satisfaction or waiver by the Buyerfulfillment, on or prior to or at the Closing DateClosing, of each of the following conditions:conditions (compliance with which or the occurrence of which may be waived in whole or in part by Buyer in writing): 6.2.1 Each of the Seller’s (a) The representations and warranties in this Agreement of Seller contained herein (i) that are not qualified as to materiality or Material Adverse Effect shall be accurate, true and correct in all material respects (on and as of the Closing Date, except for (i) such representations or and warranties qualified by materialitymade as of a specified date, Material Adverse Effect or similar qualifier (including through which shall be accurate, true and correct in all material respects as of the use of any defined term containing any such qualifier) date specified and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), that are qualified as to materiality or Material Adverse Effect shall be accurate, true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (Date, except for such representations and warranties made as of some other a specified date, in which case they shall be accurate, true and correct on and in all respects as of such specified date)the date specified; and Buyer shall have received a certificate of an officer of Seller dated the Closing Date, certifying that this condition has been satisfied. 6.2.2 The (b) Seller shall have performed and complied, complied in all material respects, respects with all obligations the terms, provisions and agreements required conditions of this Agreement to be performed and complied with and performed by it on Seller at or prior before the Closing, and Buyer shall have received a certificate of an officer of Seller dated the Closing Date, certifying that this condition has been satisfied. (c) Subject, in the case of matters related to the HSR Act, to Section 6.6. hereto, no statute, rule or regulation shall have been enacted or promulgated by any Governmental Entity, nor shall any suit, action or proceeding have been instituted and remain pending, or have been threatened and remain so by any Governmental Entity at what would otherwise be the Closing Date except that Date, which prohibits or restricts or would prohibit or restrict (if successful) the consummation of the transactions contemplated hereby or which would not permit the Patient Monitoring Business as presently conducted to continue materially unimpaired following the Closing Date, and there shall be no order or injunction of a court of competent jurisdiction in effect preventing the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, however, any matters related to the HSR Act shall be governed by Section 6.6 hereto. (d) Seller shall have received all of the Seller Approvals, including, for the avoidance of doubt: (i) All applicable waiting periods (and any extensions thereof) under the covenants and obligations set forth in Sections 4.6 HSR Act shall have expired or otherwise been performed terminated; (ii) Either (A) the CFIUS shall have provided notice to the effect that review or investigation of the transaction contemplated hereby has been concluded, and that a determination has been made that there are no issues of national security of the United States sufficient to warrant further investigation under the DPA, or (B) the President of the United States shall not have taken action to block or prevent the consummation of the transaction contemplated hereby under the DPA and the applicable period of time for the President to take such action shall have expired; and (iii) Seller shall have fully complied with ISRA to the extent required prior to Closing and delivered to Buyer a “No Further Action” letter, “Negative Declaration,” “De Minimis Quantity Exemption” or “Remediation Agreement,” as those terms are defined under ISRA from the NJDEP with respect to the Transferred Real Property in New Jersey. (e) To the extent not covered by (d) above, all respects other applicable waiting periods (and any extensions thereof) under any other applicable Regulatory Laws will have expired or otherwise been terminated, and the parties hereto will have received all other authorizations, consents and approvals of all Governmental Entities (including under any applicable Regulatory Laws) in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby. (f) (i) Seller shall have obtained the Consents, in form and substance reasonably satisfactory to Buyer, listed on Schedule 5.1(f), and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and compliedother Consents, in all material respectsform and substance reasonably satisfactory to Buyer, with all obligations and agreements required the failure of which to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that couldobtain would, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 (g) There shall have been obtained no Material Adverse Change. (h) Seller shall have provided Buyer with a properly executed statement in form reasonably acceptable to Buyer for purposes of satisfying Buyer’s obligations under Treasury Regulation §1.1445-2(b)(2). To the extent any of the Selling Subsidiaries transfers a “United States real property interest” (within the meaning of Section 897(c)(1) of the Code) to Buyer pursuant to this Agreement, such Selling Subsidiary shall have provided Buyer with a properly executed statement in form reasonably acceptable to Buyer for purposes of satisfying Buyer’s obligations under Treasury Regulation §1.1445-2 (the statement in this and the preceding sentence, each, a “FIRPTA Certificate”). If Seller or any of such Selling Subsidiaries fails or refuses to furnish an applicable FIRPTA Certificate, Buyer shall be entitled to withhold from the portion of consideration otherwise payable pursuant to this Agreement at Closing allocable solely to the portion of the Purchased Assets transferred to Buyer directly by Seller or such Selling Subsidiary, as applicable (in full force each case, as determined for U.S. federal income tax purposes), the amount required to be so withheld from such portion of the consideration pursuant to Section 1445(a) of the Code. (i) Seller and effectthe Selling Subsidiaries shall have duly executed and delivered counterparts of the Transaction Documents.

Conditions Precedent to Buyer’s Obligations. The obligations of the Buyer under this Agreement to consummate the transactions contemplated by this Agreement hereby at the Closing are subject to the satisfaction or waiver by the Buyerfulfillment, on at or prior to the Closing DateClosing, of each of the following conditions, any of which may be waived by Buyer: 6.2.1 Each of the Seller’s (a) The representations and warranties of the Company and Sellers set forth in Sections 4 and 5 of this Agreement are shall be true and correct in all material respects (except that any thereof which are qualified as to knowledge or materiality shall be true and correct as written) on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the such date, except for (i) those representations or and warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use given as of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Sellera particular date, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all material respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made that any thereof which are qualified as of some other specified date, in which case they to knowledge or materiality shall be true and correct on and as written) as of such specified date)., subject to changes contemplated by this Agreement, and Buyer shall have received a certificate at the Closing from the Company and Sellers to that effect; 6.2.2 (b) The Seller Company and Sellers shall have performed and complied, complied in all material respects, respects with all obligations covenants and agreements required contained in this Agreement to be performed and or complied with by it them at or prior to the Closing, and Buyer shall have received a certificate at the Closing from the Company and Sellers to that effect; (c) All consents and approvals of the third Persons listed on Schedule 8.1 (c) and all Governmental Authorities necessary in order to consummate the transactions contemplated by this Agreement shall have been obtained; (d) There shall have been no Law or Order promulgated, enacted, entered or enforced by any Governmental Authority that shall remain in effect that restrains, prohibits or delays the performance of this Agreement; (e) The Company shall not have suffered any Material Adverse Effect (whether or not such effect is referred to or described in any Schedule); (f) Buyer shall be satisfied with its business, legal accounting and financial due diligence investigation of the Company no later than January 21, 2002, and shall have advised Sellers in writing to such effect on or prior to such date; provided, that, if Sellers and the Closing Date except that Company have not complied in all material respects with the provisions of Section 7.3(a) or the first sentence of Section 7.13, such date shall be extended for any periods of delay caused by Sellers or the Company; (g) No action, suit or proceeding shall be pending or threatened before any Governmental Authority to restrain or prohibit, or to obtain damages in respect of, this Agreement or the consummation of the transactions contemplated hereby, in each such case which action, suit or proceeding would reasonably be expected to have a Material Adverse Effect on the Company or materially and adversely affect the ability of Sellers to consummate the transactions contemplated by this Agreement; (h) All agreements, certificates and other documents delivered to Buyer hereunder shall be in form and substance satisfactory to counsel for Buyer, in the exercise of such counsel's reasonable judgment; (i) the covenants All officers and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes directors of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed delivered to Buyer their resignations as officers and complieddirectors of the Company, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to effective as of the Closing Date under Date; (j) Sellers shall have entered into the Midcon Non-Competition, Non-Solicitation and Non-Disclosure Agreement substantially in the form of Exhibit 8.1(j) hereto; (k) Xxxx Xxxxxx shall have entered into an Employment Agreement with Scrip Solutions substantially in the form of Exhibit 8.1(k) hereto; (l) Xxxxxxx Xxxxxxxx shall have entered into an Employment Agreement with Scrip Solutions substantially in the form of Exhibit 8.1(l) hereto; (m) Sellers shall have entered into the Escrow Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation ; (n) The landlord of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party Company's premises shall have delivered each document required entered into the Lease Agreement; (o) The Company shall have caused such Persons designated by Buyer to be delivered by it become authorized to sign checks on behalf of the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59Company; 6.2.5 There (p) Employees of the Company who are trustees of the Company's Employee Benefit Plans shall not have occurred after resigned as trustees of such Employee Benefit Plans effective as of the date Closing; and (q) The Company shall have obtained the consent of this AgreementVitality Drug Corp., a Material Adverse Effect, or any event or development that could, individually or substantially in the aggregateform of Exhibit 8.1(q) hereto, reasonably be expected to result in a Material Adverse Effectuse the "Vitality" name. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The 4.01 Subject to the provisions of section 3.01 (B), it shall be a condition precedent to all of Buyer's obligations hereunder that the following events shall have occurred on or before the Closing Date provided that if Buyer elects to close the purchase and sale described herein all such conditions shall be deemed waived with the exception of the representations and warranties made by Seller. Provided that in no event shall a breach of any such representation and/or warranty give Buyer the right not to consummate pay any installments due under the Notes and/or make any setoff against the Notes: A. Full and complete satisfaction by Seller of each and every one of the obligations herein imposed upon Seller, including without limitation each and every one of the conditions set forth in Section 3.01, when and as required under the terms of this Agreement and the provisions of Article VIII. B. Issuance to Buyer of all licenses and permits as may be required by the State of Louisiana, and of any other governmental entity within the State of Louisiana and/or any other jurisdiction for Buyer's operation of the Business within the Marketing Area. Buyer covenants that, to the extent possible under law, on or before May 26, 1998, it will make application for all such licenses and permits, and Seller agrees to exert its best efforts to assist Buyer in obtaining any and all such licenses and permits. (1) There shall be no temporary restraining order, preliminary or final injunction or other order in effect that enjoins, restricts, restrains, sets aside or invalidates the transactions contemplated by this Agreement are subject Agreement, and (2) there shall be no litigation, proceeding, governmental investigation, claim or action pending or threatened to enjoin, restrict, restrain, set aside or invalidate the satisfaction transactions contemplated by this Agreement, other than routine collection matters in which the collection or waiver by enforcement of an Account Receivable is opposed or resisted. D. Seller's delivery to Buyer of all the Buyerdocuments and other items required to be delivered to Buyer hereunder, including those to be delivered on or prior to the Closing Date, Date pursuant to Section 7.02 of each of the following conditions:this Agreement. 6.2.1 Each of the Seller’s E. The representations and warranties of Seller contained in this Agreement are shall be true and correct in all material respects (except for (i) representations on the Closing Date as if made as of that time and shall be made again by Seller on the Closing Date and Seller shall have complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or warranties qualified complied with by materiality, Material Adverse Effect it prior to or similar qualifier (including through on the use Closing Date and Seller shall have delivered to Buyer certificates of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and dated as of the Closing Date and executed by authorized officers of Seller, certifying in such detail as though made Buyer reasonably may request to the fulfillment of the foregoing. F. The business, operations, financial position, market share or future prospects of Seller shall not have materially declined since December 1, 1997, and Buyer shall have received no adverse information, of a material nature, from any person relative to Seller's business, which information, in the opinion of Buyer, materially increases the likelihood or possibility of loss to Buyer or which materially decreases the value of the Assets. For the purposes of this subparagraph, information from any person is defined to mean information received by a person who shall have or who has had business and/or business relations with Seller or any person who is knowledgeable of the industry of Seller and/or Seller's customers and/or Seller's advisers. G. Buyer's ability to negotiate an employment contract on and as terms acceptable to Buyer in Buyer's sole discretion with three of Seller's employees; namely, Xxxxx XxXxxxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxxxxxx. Provided further that any and/or all such contracts must be executed no later than April 16, 1998 with the enforcement of their obligations subject to the suspensive conditions of the confection of the passage of an act of sale being fully consummated on the Closing Date and Seller terminating its present employment agreement with any such contracting employee(s) including without limitation the complete termination of any covenant not to compete and/or non-disclosure and/or confidentiality agreement on the Closing Date. H. Buyer receiving all documentation relative to any and all outstanding obligations which may be assumed by Buyer under this agreement. 4.02 Buyer's obligations hereunder are expressly contingent upon the satisfaction of each and every one of the foregoing conditions precedent, including without limitation Buyer's obtaining all licenses and permits described above upon terms satisfactory to Buyer in Buyer's sole discretion. Provided that notwithstanding any provision herein to the contrary, with the exception of section 3.01 (except for B), if Buyer closes the purchase and sale described herein all such terms and conditions shall be deemed waived with the exception of all representations and warranties made as of some other specified date, in which case they shall be true and correct on and as by Seller. If any of such specified date). 6.2.2 The Seller shall have performed conditions precedent has not been fully and compliedcompletely satisfied as required, then either party may, provided that the non-satisfaction is not attributable to his fault, elect to extend this Agreement for an additional term of up to 30 days in order to allow additional time for satisfaction of all material respectssuch conditions precedent. If neither party elects to so extend, with all obligations and agreements required to be performed and complied with by it on or prior to or, if at the Closing Date except that expiration of the extended term any of such conditions precedent still remains unsatisfied, then either party may (i) provided the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes non- fulfillment of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect is not attributable to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and compliedhis fault), in all material respectswithout penalty, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of terminate this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably whereupon each party shall be expected to result in a Material Adverse Effectrelieved of all obligations hereunder. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations of the Buyer to consummate effect the transactions contemplated by this Agreement are subject to the satisfaction or waiver by the Buyerfulfillment, on or prior to or at the Closing DateClosing, of each of the following conditions:conditions (compliance with which or the occurrence of which may be waived in whole or in part by Buyer in writing): 6.2.1 Each of the Seller’s (a) The representations and warranties in this Agreement of Seller contained herein (i) that are not qualified as to materiality or Material Adverse Effect shall be accurate, true and correct in all material respects (on and as of the Closing Date, except for (i) such representations or and warranties qualified by materialitymade as of a specified date, Material Adverse Effect or similar qualifier (including through which shall be accurate, true and correct in all material respects as of the use of any defined term containing any such qualifier) date specified and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), that are qualified as to materiality or Material Adverse Effect shall be accurate, true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (Date, except for such representations and warranties made as of some other a specified date, in which case they shall be accurate, true and correct on and in all respects as of such specified date)the date specified; and Buyer shall have received a certificate of an officer of Seller dated the Closing Date, certifying that this condition has been satisfied. 6.2.2 The (b) Seller shall have performed and complied, complied in all material respects, respects with all obligations the terms, provisions and agreements required conditions of this Agreement to be performed and complied with and performed by it Seller at or before the Closing, and Buyer shall have received a certificate of an officer of Seller dated the Closing Date, certifying that this condition has been satisfied. (c) No statute, rule or regulation shall have been enacted or promulgated by any Governmental Entity, nor shall any suit, action or proceeding have been instituted and remain pending, or have been threatened in writing and remain so by any Governmental Entity at what would otherwise be the Closing Date, which prohibits or restricts or would prohibit or restrict (if successful) the consummation of the transactions contemplated hereby, and there shall be no Order in effect preventing the consummation of the transactions contemplated hereby. (d) Seller shall have received all of those Consents listed on Schedule 5.1(d), and executed counterparts thereof shall have been delivered to Buyer at or prior to the Closing Date except that (i) the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligationsClosing. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after (e) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect, or nor shall any event or development that couldevents have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each (f) All Liens pertaining to the Purchased Assets, except Permitted Liens, shall be released of record (and Seller shall have delivered to Buyer written evidence thereof). (g) Seller shall have delivered to Buyer duly executed counterparts of the Consents identified on Schedule 1.4.7 shall have been obtained Transaction Documents to which it is a party and be such other documents and deliveries as set forth in full force and effectSection 2.8.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer’s obligation to pay the Buyer Purchase Price, and to consummate accept title to the transactions contemplated by this Agreement are Property, shall be subject to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and conditions precedent on and as of the Closing Date as though made date of Closing: (a) Seller shall deliver to Buyer on and as of or before the Closing Date (except for representations and warranties made as of some other specified date, in which case they shall be true and correct on and as of such specified date). 6.2.2 The Seller shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date except that (i) the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations items set forth in Section 4.11 10 above; (b) Tenant shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each possession of the Seller and premises demised under the Company shall have performed and compliedLease, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior open for business to the Closing Date public and paying full and unabated rent under the Midcon AgreementLease; Tenant shall not have assigned or sublet the Property; and the Midcon Agreement Lease shall be in full force and effect effect, with no defaults; (c) The representations and the legal, valid, binding warranties of Seller contained in this Agreement shall have been true when made and enforceable obligation shall be true in all material respects at and as of the Sellerdate of Closing as if such representations and warranties were made at and as of the Closing, enforceable against and Seller shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Seller prior to or at the Closing; (d) Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered Buyer a written waiver by it any party of any right of first refusal, right of first offer or other purchase option that Tenant or any other such party has pursuant to the Lease or otherwise to purchase the Property from Seller, if any, in form and substance satisfactory to Buyer. (e) Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not will have occurred after received from the Title Agent or the Title Company, a current ALTA owner’s form of title insurance policy, or irrevocable and unconditional binder to issue the same, for the Property in the amount of the Purchase Price, dated, or updated to, the date of this Agreementthe Closing, a Material Adverse Effectinsuring, or any event or development that couldcommitting to insure, individually or at its ordinary premium rates, Buyer’s good and marketable title in fee simple to the Property, otherwise in such form as provided in the aggregateTitle Commitment, subject only to the Permitted Exceptions (the “Title Policy”) and including such title endorsements reasonably be expected requested by Buyer; (f) any work required to result in a Material Adverse Effect. 6.2.6 Each of have been completed by landlord under the Consents identified on Schedule 1.4.7 Lease shall have been obtained completed and be all open permits relating thereto closed and liens therefor released; and (g) the Tenant Estoppel Certificate shall have been delivered without evidence of any defaults or material adverse changes. In the event that the foregoing conditions precedent have not been satisfied as of Closing, Buyer shall have the rights and remedies set forth in full force and effectSection 9(b) of this Agreement.

Conditions Precedent to Buyer’s Obligations. The obligations obligation of the Buyer to consummate the transactions contemplated by under this Agreement are to proceed with Closing is subject to the fulfillment or satisfaction or waiver by in the sole discretion of Buyer, on or prior to or at the Closing DateClosing, of each of the following conditions:conditions precedent (any of which may be waived in writing in whole or in part by Buyer, and which collectively shall mean, “Buyer’s Closing Conditions”)): 6.2.1 Each of the (a) Seller’s representations and warranties contained in this Agreement are true Agreement, the Schedules attached hereto and correct in all material respects (except for (i) representations any list, certificate, document or warranties qualified written statement specifically referred to herein or furnished by materiality, Material Adverse Effect or similar qualifier (including through Seller to Buyer at the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), Closing shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on and as of the date of this Agreement and shall be true in all respects on and as of the Closing Date with the same effect as though such representations and warranties were made on and as of the Closing Date (except for other than those representations and warranties made as of some other specified a specific date, in which case they representations and warranties shall be true and correct on and in all respects as of such specified date).; 6.2.2 The (b) Seller shall have performed and complied, complied in all material respects, respects with all obligations agreements and agreements conditions contained in this Agreement that are required to be performed and or complied with by it prior to or at the Closing; (c) Buyer shall have received all of Seller’s deliveries described in Section 14.1, including a certificate dated the Closing Date and signed by Seller certifying that the conditions specified in Section 13.1 have been fulfilled (the “Seller’s Certificate Regarding Conditions”); (d) Buyer shall have received all documents required to be made available by Seller hereunder; (e) No suit, action, proceeding, or investigation shall have been instituted or threatened by any Governmental Authority against Seller or the Property, and no injunction shall have been issued and then outstanding, to restrain, prohibit or otherwise challenge the legality or validity of the transactions contemplated by this Agreement; (f) On the Closing Date, the Title Insurer shall be unconditionally and irrevocably committed to deliver to Buyer (or its permitted assignee) an ALTA 2006 form of Owner’s Policy in the amount of not less than the amount of the Purchase Price covering the Property, insuring Buyer (or its permitted assignee) as the owner of the Property, and removing all exceptions other than the Permitted Encumbrances in accordance with Section 7.2; (g) Buyer shall have received an affidavit in the form attached hereto as Exhibit D (the “FIRPTA Affidavit”), executed by Seller, and such other evidence as Buyer may require that the Property is being acquired in a manner consistent with the Foreign Investment in Real Property Tax Act of 1980, as amended; (h) Buyer shall not have terminated this Agreement prior to the expiration of the Study Period; (i) With respect to all Licensure Approvals, either (i) such approvals shall be effective on the Closing Date in the form and substance reasonably satisfactory to the Buyer, or (ii) if such approvals are of a nature that they cannot be obtained prior to Closing (such as a level 3 adult residential care license, commonly called an assisted living facility license), Buyer shall have received evidence satisfactory to Buyer that all conditions to be satisfied prior to issuance of the Licensure Approvals (other than evidence of Closing) have been satisfied in all material respects (collectively, the “Licensure Approval Condition”); (j) Following the execution of this Agreement, Buyer shall apply for and thereafter shall use commercially reasonable efforts to obtain for the Property, at Buyer’s sole cost and expense, a commitment (a “Financing Commitment”) reasonably acceptable to Buyer for a loan from an institutional lender for new mortgage financing for the Property on current, commercially customary terms (the “Financing”). If Buyer is unable to obtain a Financing Commitment as of the expiration of the Study Period, Buyer shall have the right to terminate this Agreement, in its sole discretion, by giving written notice of such election on or prior to the Closing Date except that (i) expiration of the covenants Study Period, in which event the Deposit shall be returned forthwith to Buyer. If Buyer is unable to obtain Financing and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes does not give Seller written notice of its termination of this Section 6.2.2Agreement on or before the expiration of the Study Period, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 Buyer shall be deemed to fully satisfy have waived the condition Financing Commitment requirement and shall proceed to closing pursuant to the terms of this Agreement. (k) There shall be no change in this Section 6.2.2 the matters reflected in the Exception Documents, and there shall not exist any encumbrance or Title Defect affecting the Property not described in the Exception Documents except for the Permitted Encumbrances or matters to be satisfied as of the Closing Date. (l) All leasing agreements affecting the Facility and all Terminated Contracts shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. Seller shall have terminated all Hired Employees as of the Closing Date. As of the Closing Date, there will be no filed complaint or lawsuit filed by or with respect to such covenants and obligations. 6.2.3 Each any Facility Employee pending against Seller affecting the Property with respect to violation of the Seller and the Company shall have performed and compliedany federal, in all material respectsstate or local Law relating to employment matters that, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, either individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effectmaterially and adversely affect the ability of Seller (or, following the Closing, Buyer) to own or operate the Facility or to continue to conduct the business currently conducted at the Facility, or the ability of Seller to consummate the transactions contemplated hereby. 6.2.6 Each (m) There shall be no change in the zoning classification or the zoning ordinances or regulations affecting the Property from that existing as of the Consents identified conclusion of the Study Period that would, in Buyer’s reasonable discretion, adversely affect Buyer’s ability to use and enjoy the Property. (n) Except as disclosed in the Property Information, on Schedule 1.4.7 the Closing Date, no action or proceeding shall have been obtained instituted or be threatened before any court or governmental authority (a) that relates to the Property and affects the Property after the Closing Date, or (b) that seeks to restrain or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of, this Agreement or the consummation of the transactions contemplated herein, unless Seller has demonstrated, to Buyer’s reasonable satisfaction, that any costs and liabilities to be incurred in full force connection with such matters are fully covered by Seller’s insurance (subject to commercially reasonable deductibles paid Seller) and effectSeller provides a written commitment to assign all proceeds therefrom to Buyer and add Buyer as an additional insured party under such insurance policy. (o) As of the Closing Date, Seller shall not have commenced (within the meaning of any Bankruptcy Law) a voluntary case, nor shall there have been commenced against

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer's obligation to pay the Buyer Purchase Price, and to consummate accept title to the transactions contemplated by this Agreement are Property, shall be subject to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of following conditions precedent for each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and Property on and as of the date of Closing Date (as though well as the additional items listed in the second paragraph of Section 1(b) for the properties on Exhibit 3): (a) Seller shall deliver to Buyer on or before the Closing the items set forth in Section 10 above (other than the originals of the Warranties, which will be delivered to Buyer, together with originals of the Leases, within three (3) business days after Closing); (b) Buyer shall receive from Escrow Agent or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner's form of title insurance policy (TLTA form of policy in Texas and local equivalent in other states if ALTA forms are not available), or irrevocable and unconditional binder to issue the same, with extended coverage for the Real Property (to the extent available) in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer's good and marketable title in fee simple to the Land (or indefeasible fee simple title with respect to Texas Properties) and otherwise in such form and with such endorsements as provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions (the "Title Policy"); (c) Reserved; (d) Tenant shall be paying full and unabated rent under the Leases and Tenant shall not have assigned or sublet any of the Property and been released by Seller of any liability under such Lease in connection with such sublease or assignment; (e) The representations and warranties of Seller contained in this Agreement shall have been true when made on and shall be true in all material respects at and as of the date of Closing Date (except for as if such representations and warranties were made as of some other specified date, in which case they shall be true and correct on at and as of such specified date). 6.2.2 The the Closing, and Seller shall have performed and complied, complied in all material respects, respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed and or complied with by it on or Seller prior to or at the Closing Date except that Closing; and (if) the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered Buyer a written waiver by it any party of any right of first refusal, right of first offer or other purchase option that Tenant or any other such party has pursuant to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after Leases or otherwise to purchase the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectProperty from Seller. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The Buyer’s obligations of the Buyer hereunder (including, without limitation, its obligation to consummate the transactions contemplated hereby on the Closing Date and its incurrence of any indemnification obligations under Section 15(c) below) are, unless waived in writing by this Agreement are Buyer, subject to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 (a) (i) Each of the Seller’s representations and warranties of Seller and each Shareholder contained in this Agreement Section 6 hereof that are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), as to materiality shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date with the same force and effect as though the same had been made on and as of the Closing Date (except for that any such representations and warranties that are made as of some other specified a specific date need to be true and correct in all respects only as of such date), and (ii) each of the representations and warranties of Seller contained in which case they Section 6 hereof that are not qualified as to materiality shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though the same had been made on and as of the Closing Date (except that any such specified representations and warranties that are made as of a specific date need to be true and correct in all material respects only as of such date). 6.2.2 The (b) Seller shall have performed and compliedobtained, in form and substance reasonably satisfactory to Buyer, all material respectsrequired consents to the transactions contemplated hereby, with all obligations which required consents are listed on Exhibit E, and agreements required to be performed and complied with by it shall have arranged for the release on or prior to the Closing Date except that of all Liens which encumber any of the Assets. (ic) the covenants and obligations set forth in Sections 4.6 Since December 31, 2005, no event shall have been performed and complied with occurred which has resulted in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, is reasonably be expected likely to result in a Material Adverse Effect. 6.2.6 Each (d) No order of any court or other governmental or regulatory body restraining, prohibiting or enjoining the consummation of the Consents identified on Schedule 1.4.7 transactions contemplated hereby shall be in effect or be threatened or sought by any governmental or regulatory body. No litigation shall be pending which if adversely determined could have a Material Adverse Effect or adversely impact Buyer as the owner of the Assets. (e) Buyer shall have been obtained received each of the certificates, documents, agreements and be other instruments set forth in full force and effectSection 11(c) hereof. (f) The Closing Date shall have occurred on or prior to September 30, 2006.

Conditions Precedent to Buyer’s Obligations. The obligations (a) Buyer shall not be required to proceed to Closing of the Contemplated Transactions unless the following conditions precedent shall have been fulfilled and satisfied, or waived in writing by Buyer: (i) Mestek and Buyer shall have received all consents of any Governmental Body or any other Person necessary to permit the Parties to consummate the transactions contemplated Contemplated Transactions and such consents shall be in full force and effect. (ii) No temporary restraining order, preliminary or permanent injunction or other order shall have been issued by this Agreement are subject any court of competent jurisdiction that prohibits the consummation of the Contemplated Transactions. (iii) Any applicable waiting period under HSR relating to the satisfaction Contemplated Transactions shall have expired or waiver early termination thereof shall have been granted. (iv) There shall have been no Material Adverse Change or Material Adverse Effect since the date hereof with respect to the Company. (v) Mestek shall have fully performed in all material respects all obligations, agreements, conditions and commitments required to be fulfilled by Mestek pursuant to the Buyer, terms hereof on or prior to the Closing Date and Mestek shall have tendered to the Buyer the Shares and other documents, instruments and certificates required by Article 2 hereof. (vi) Mestek shall have delivered to Buyer, not more than 35 days after the Effective Date, the Audited Financial Statements together with the unqualified opinion of each Xxxxx Xxxxxxxx LLP with respect to the Audited Financial Statements. (vii) The 1999 Audited Financial Statements shall not be materially adversely different (taken as a whole) from the Unaudited Financial Statements for the same period. (viii) There shall have been a cancellation all Debt as of the following conditions:Closing Date and release of all mortgages, liens, pledges, and security interests, except with respect to operating leases. 6.2.1 Each of the Seller’s (ix) All representations and warranties of Mestek contained in this Agreement are shall be true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date as though made Date. (b) In the event the Buyer shall seek not to proceed to Closing wholly or in part on the basis of noncompliance with this Section 6.1, the Buyer shall give Mestek notice of such noncompliance and as opportunity to cure such noncompliance (if such noncompliance is susceptible of being cured by Mestek) within thirty (30) days of such notice, provided that if Buyer's Lender does not agree to extend its Commitment Letter for such period, Buyer shall be entitled to return of the Closing Date (except for representations Initial Deposit and warranties made as of some other specified date, in which case they shall be true and correct on and as of such specified date). 6.2.2 The Seller Mestek shall have performed and complied, in all material respects, with all obligations and agreements required no further liability as a result of Mestek's failure to be performed and complied with by it on or prior to the Closing Date except that (i) the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligationscondition. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations of the Buyer to consummate the transactions contemplated by under this Agreement are subject to the satisfaction or waiver by the Buyerfulfillment, on or prior to or on the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (ia) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of some other specified date, in which case they shall be true and correct on and as of such specified date). 6.2.2 The Seller Sellers shall have performed and complied, in all material respects, complied with all obligations of the terms, agreements, covenants, and agreements conditions required by this Agreement, to be performed and complied with by it on or Sellers prior to or on the Closing Date except that Date. (ib) the covenants and obligations set forth in Sections 4.6 No suit, action, or other proceeding shall have been performed and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts instituted or threatened before any court or other governmental body or by any public authority to comply with restrain or prohibit the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each consummation of the Seller and the Company shall have performed and compliedtransactions contemplated herein or to obtain damages or other relief in connection with this Agreement and, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to before the Closing Date under the Midcon Agreement; Date, all consents, approvals, and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document filings required pursuant to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 paragraph 14 above shall have been obtained or made, and any waiting periods imposed by any such authority shall have expired. No claim, action, suit, or other proceeding shall be pending against Buyer or Company, Bank, or against any Seller which, if adversely determined, would prevent or hinder the consummation of the transactions contemplated hereby or result in full force the payment of damages and effecta result of such transactions. (c) On the Closing Date, the Shareholders' Tangible Equity of Company shall be at least $3,100,000. "Shareholders" Tangible Equity" shall mean the sum of stock, surplus, and undivided profits, including year-to-date net income after income taxes and franchise taxes less goodwill, but excluding the allowance for loan and lease losses, all of which shall be computed on the accrual basis method using generally accepted accounting principles applicable to commercial banks, consistently applied, as of the close of business on the Valuation Date; and Shareholders' Tangible Equity shall be determined exclusive of any unrealized gains and losses on securities pursuant to FASB 115 (determined on an after-tax basis).

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer’s obligation to pay the Buyer Purchase Price, and to consummate accept title to the transactions contemplated by this Agreement are Property, shall be subject to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and conditions precedent on and as of the date of Closing: (a) Seller shall deliver to Escrow Agent on or before the Closing Date as though the items set forth in Section 10 above; (b) The Lease shall have been terminated in accordance with the terms of the Lease Termination Agreement simultaneously with the Closing and a copy of the fully-executed Lease Termination Agreement shall be delivered to Buyer (provided that any financial terms set forth in the Lease Termination Agreement may be redacted by Seller); (c) To the extent that there is a right of first refusal, right of first offer or other purchase option that Tenant or any such other party has pursuant to the Lease or otherwise to purchase the Property from Seller, Seller shall provide to Buyer and Escrow Agent such documentation necessary to deliver title to the Property to Buyer free and clear of such right (i.e. a written waiver or affidavit) (the “Purchase Waiver”); and (d) The representations and warranties of Seller contained in this Agreement shall have been true when made on and shall be true in all material respects at and as of the date of Closing Date (except for as if such representations and warranties were made as of some other specified date, in which case they shall be true and correct on at and as of such specified date). 6.2.2 The the Closing, and Seller shall have performed and complied, complied in all material respects, respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed and or complied with by it on or Seller prior to or at the Closing Date except Closing; In the event that (i) the covenants and obligations set forth in Sections 4.6 foregoing conditions precedent have not been satisfied as of Closing, Buyer shall have been performed the rights and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations remedies set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date 9(b) of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations of the Buyer to consummate the transactions contemplated by under this Agreement are subject to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, Buyer of each of the following conditionsconditions or requirements on or before the Closing Date: 6.2.1 Each of the (a) Seller’s 's warranties and representations and warranties in under this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of some other specified date, in which case they shall be true and correct on and as of such specified date). 6.2.2 The Seller shall have performed and complied, in all material respects, with all and Seller shall not be in material default hereunder. (b) All obligations and agreements required to be performed and complied with by it on or prior to the Closing Date except that (i) the covenants and obligations set forth of Seller contained in Sections 4.6 this Agreement, shall have been fully performed and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respectsrespects and Seller shall not be in material default under any covenant, with all obligations restriction, right-of-way or easement affecting the Property. (c) There shall have been no material adverse change in the financial condition of The Kroger Co. (d) A Title Insurance Commitment in the full amount of the Purchase Price shall have been issued and agreements required "marked down" through Closing, subject only to be performed Permitted Exceptions. (e) The physical and complied with by it on or prior to environmental condition of the Closing Date under the Midcon Agreement; and the Midcon Agreement Property shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after unchanged from the date of this Agreement, a Material Adverse Effectordinary wear and tear and loss due to casualty or eminent domain excepted. (f) Buyer's receipt of Tenant Estoppel Letters from The Kroger Co., Blockbuster, Xxxx Xxxxxx, Radio Shack and eighty percent (80%) of the other tenants who have existing leases for any portion of the Property, without material exceptions or changes to the forms approved by Buyer, the substance of which Tenant Estoppel Certificates must be reasonably acceptable to Buyer in all respects (Buyer acknowledges that Seller is not obligated to obtain the Tenant Estoppel Certificates and shall have no liability or obligations in the event that this condition (f) is not satisfied). (g) Buyer's receipt of estoppel certificates with respect to the Railroad Lease, and the Master Lease, substantially in the form attached hereto as Exhibit E without material exceptions or changes, the substance of which must be reasonably acceptable to Buyer in all respects (Buyer acknowledges that Seller is not obligated to obtain such estoppel certificate and shall have no liability or obligation in the event that this condition (g) is not satisfied). (h) Seller shall have delivered to Buyer the following in form reasonably satisfactory to Buyer: (1) A limited warranty deed in proper form for recording, duly executed and acknowledged by Seller in the form attached hereto as Exhibit F; (2) Originals, if available, or any event or development that couldif not, individually or true copies of the Leases and of the contracts, agreements, permits and licenses, and such Materials as may be in the aggregatepossession or control of Seller, including without limitation all tenant files and correspondence related to existing tenants; (3) An Assignment of Leases and Tenancies and in the form attached hereto as Exhibit G duly executed by Seller; (4) An Assignment and Assumption of Lease in the form attached hereto as Exhibit H duly executed by Seller; (5) A xxxx of sale with respect to the Personal Property and Materials in the form attached hereto as Exhibit I duly executed by Seller; (6) A current rent roll; (7) An owner's affidavit, non-foreign affidavits, non-tax withholding certificates and such other documents in form and substance satisfactory to Seller and the title insurance company, as may reasonably be expected required by Buyer or its counsel in order to result effectuate the provisions of this Agreement and the transaction contemplated herein, provided that such delivery shall impose no additional cost or liability on Seller; (8) Resolutions of Seller authorizing the transactions described herein; (9) All keys and other means of access to the Improvements in a Material Adverse Effect.the possession of Seller or its agents; 6.2.6 Each (10) Materials; and (11) Such other documents in form and substance satisfactory to Seller as Buyer may reasonably request to effect the transaction contemplated by this Agreement, provided that such delivery shall impose no additional cost or liability on Seller. In the event that all of the Consents identified on Schedule 1.4.7 foregoing provisions of this Section 8.1 are not satisfied and Buyer elects in writing to terminate this Agreement, then, provided Buyer is not in default under this Agreement, the Xxxxxxx Money Deposit shall be promptly delivered to Buyer by Escrow Agent and, upon the making of such delivery, neither party shall have been obtained and be any further claim against the other by reasons of this Agreement, except as provided in full force and effectArticle 3.

Conditions Precedent to Buyer’s Obligations. The obligations of the Buyer Buyer’s obligation to consummate the transactions contemplated by this Agreement are Transactions is subject to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each : (i) each representation and warranty by each Seller Party must have been accurate and complete in all material respects on the Execution Date (except with respect to any provisions including the word “material” or words of similar import and except, with respect to materiality as determined under GAAP in the Seller’s representations in Section 3.4 of this Agreement related to the Financial Statements, with respect to which such representations and warranties were accurate and complete) and must be accurate and complete on the Closing Date (except with respect to any provisions including the word “material” or words of similar import and except, with respect to materiality as determined under GAAP in the representations in Section 3.4 of this Agreement are true related to the Financial Statements, with respect to which such representations and correct warranties were accurate and complete) as though made then, with the Closing Date substituted for the Execution Date unless the context requires otherwise; (ii) each Seller Party must have performed and complied with all of its covenants to be performed or complied with at or prior to Closing in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of some other specified date, in which case they shall be true and correct on and as of such specified date). 6.2.2 The Seller shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date except that (i) the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to any provisions including the word “material” or words of similar import, with respect to which such covenants were accurate and obligations. 6.2.3 Each complete); (iii) since the Execution Date, there must have been no event, series of events or the Seller and the Company shall have performed and compliedlack of occurrence thereof which, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually singularly or in the aggregate, could reasonably be expected to result have a material adverse effect on the Business or Purchased Assets; (iv) there must not be issued and in a Material Adverse Effect. 6.2.6 Each effect any Order restraining or prohibiting the Transactions or any pending or threatened Action by or before any Governmental Body or arbitrator which seeks to restrain, prohibit, invalidate or collect Damages arising out of the Transactions, or which, in Buyer’s reasonable judgment, makes it inadvisable to proceed with the Transactions; (v) the Seller Parties and Buyer must have received all Permits and Consents identified necessary or advisable to consummate the Transactions; and (vi) Seller and Buyer must have received releases of all Encumbrances on Schedule 1.4.7 shall have been obtained and be in full force and effectthe Purchased Assets other than Permitted Encumbrances.

Conditions Precedent to Buyer’s Obligations. The Buyer's obligations of the Buyer to consummate the transactions contemplated by under this Agreement are subject to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of the (a) Seller’s 's representations and warranties in under this Agreement are shall be true and correct accurate in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case as of the foregoing clauses (i) date when made and (ii)shall be deemed to have been made again at Closing. At Closing, Seller's representations under this Agreement shall be true and correct accurate in all material respects subject except as to any such qualifiers contained therein), in each case on the date of changes specifically contemplated by this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of some other specified date, in which case they shall be true and correct on and as of such specified date)or consented to by Buyer. 6.2.2 The (b) Seller shall have performed and complied, complied in all material respectsrespects with every covenant, with all obligations agreement, and agreements condition required to be performed and complied with by it on or under this Agreement prior to or at the Closing Date except that (i) the covenants and obligations set forth in Sections 4.6 unless performance or compliance therewith shall have been performed waived by Buyer. (c) If applicable, Buyer and complied with in all respects and Seller shall have received approval from the FTC under the HSR Act of the transaction contemplated by this Agreement, or shall have received notification that the waiting period under such act has been terminated, or the waiting period under such act shall have expired. (iid) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with The Purchase Price increase resulting from the covenants and obligations procedure set forth in Section 4.11 8 does not exceed five percent (5%) of the Base Purchase Price. (e) On the Closing Date, no material suit, action, or other proceeding against Buyer shall be deemed pending before any court or governmental agency seeking to fully satisfy restrain, prohibit, or obtain damages or other relief in connection with the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each consummation of the Seller transaction contemplated by this Agreement. If any such condition precedent to the obligations of Buyer under this Agreement is not met as of the Closing Date, and if Buyer is not in material breach of its obligations hereunder, this Agreement may be terminated at the option of Buyer. If Buyer thus terminates this Agreement, the Deposit will be returned to Buyer and the Company parties shall have performed no further obligations to one another hereunder (other than the obligations under Sections 6(a)(iii) and complied15 hereof, in all material respectswhich will survive such termination). Notwithstanding the foregoing, with all obligations if a condition set forth above, other than condition 9(c) or 9(d), is not met (and agreements required is asserted by Buyer as a failure of one of its conditions of Closing), and if the reasons such condition is not met relate only to some, but not all, of the Properties, failure of such condition to be performed and complied with by it on met may, at the option of either Buyer or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller be treated as an uncured Asserted Defect and handled in accordance with its terms, except as may be limited by the Remedies Exceptionprocess set forth in Section 8 above. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The All obligations of the Buyer to consummate the transactions contemplated by this Agreement hereunder are subject to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, fulfillment of each of the following conditions:conditions on or before the Closing Date and Seller and Buyer shall exert their best efforts to insure that each such condition is fulfilled. 6.2.1 Each of the Seller’s 11.1 All representations and warranties of Seller contained herein and in this Agreement are any document delivered pursuant hereto shall be true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations when made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of some other specified date, in which case they shall be true and correct on and as of such specified date)Date. 6.2.2 The 11.2 Seller shall have performed and complied, in all material respects, complied with all covenants, agreements, obligations and agreements conditions required by this Agreement to be performed and or complied with by it Seller on or prior to before the Closing Date except that (i) Date. 11.3 During the covenants and obligations set forth period from the date of the execution of this Agreement through the Closing Date, there shall not have occurred any material adverse change in Sections 4.6 the operation of the Restaurants or the Purchased Assets. 11.4 Seller shall have been performed good and complied with in marketable title to all respects of the Purchased Assets and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 Purchased Assets shall be deemed subject to fully satisfy no mortgage, pledge, lien, encumbrance, restriction, security interest, claim or charge. Upon Buyer's reasonable request, Seller shall deliver to Buyer at Closing evidence satisfactory to Buyer of Seller's ownership of the condition in this Section 6.2.2 with respect to such covenants Purchased Assets free and obligationsclear of any security interest, lien, claim, restriction, encumbrance, assessment, tax or other imposition, other than the lien of taxes not yet due and payable. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 11.5 There shall not have occurred after come to Buyer's attention as a result of the completion of its review of the Purchased Assets and the financial and legal affairs thereof, any material adverse information not disclosed herein or in the Schedules hereto as of the date of this Agreement. 11.6 Buyer shall have reviewed and approved of the matters shown on the Title Report (as defined in Section 14 below), and the Title Company (as defined in Section 14 below) shall issue to Buyer, at Buyer's expense, a Material Adverse Effect, or any event or development that could, individually or policy of title insurance insuring Buyer's leasehold interest in each of the aggregate, reasonably be expected Leased Premises (as defined in Section 14 below) subject only to result Permitted Exceptions (as defined in a Material Adverse EffectSection 14 below). 6.2.6 Each 11.7 Seller shall provide to Buyer resolutions of Seller's Board of Directors authorizing the transactions contemplated by this Agreement, duly certified by Seller's secretary as true, complete and in effect as of the Consents identified on Schedule 1.4.7 day of Closing. 11.8 All approvals of Seller's shareholders necessary for performance of the transactions contemplated hereby shall have been obtained obtained. 11.9 The Lease Assignments applicable to each Lease shall have been executed by Seller, Buyer and be the respective lessors of the Leases for Tukwila, Bellevue and Tacoma. 11.10 The Estoppel Certificates (as defined in full force Section 14 below) shall have been executed by the respective lessors of Tukwila, Bellevue and effectTacoma. 11.11 Delivery or transfer by Seller of the consents to the assignment listed on the schedule attached hereto as Schedule 11.11. 11.12 Seller shall deliver to Buyer a certificate dated the Closing Date and signed by the President and Chief Financial Officer of Seller certifying that the conditions set forth in Sections 11.1, 11.2, 11.3, 11.7 and 11.8 have been satisfied. 11.13 Seller shall execute and deliver to Buyer a Non-Solicitation and Non-Competition Agreement in the form attached hereto as Exhibit C. 11.14 Buyer shall have received from Ogdex Xxxpxx Xxxxxxx, X.L.L.C., counsel to Seller, an opinion addressed to Buyer substantially in the form attached hereto as Exhibit D. 11.15 Buyer shall have received from Seller an unaudited statement of income for the Restaurants for the month ended March 31, 1997. 11.16 Seller shall deliver to Buyer written documentation showing that it has fulfilled its obligations under Section 8.11 hereof. 11.17 Buyer and Seller shall have prepared Schedule 2 setting forth a mutually agreed allocation of the Purchase Price.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer’s obligation to pay the Buyer Purchase Price, and to consummate the transactions contemplated by this Agreement are subject accept title to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii)Property, shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on compliance by Seller with the date of this Agreement and following conditions precedent on and as of the date of Closing: (a) Seller shall deliver to Buyer on or before the Closing Date the items set forth in Section 10 above; (b) Buyer shall receive from Escrow Agent or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner’s form of title insurance policy, or irrevocable and unconditional (subject to Buyer’s payment of the premium therefore) binder to issue the same, with extended coverage for the Real Property in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer’s title in fee simple to the Real Property and otherwise in such form and with such endorsements as though provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions (the “Title Policy”); (c) Tenant shall be in possession of the premises demised under the Lease, paying full and unabated rent under the Leases and Tenant shall not have assigned or sublet the Property; (d) The representations and warranties of Seller contained in this Agreement shall have been true in all material respects when made on and shall be true in all material respects at and as of the date of Closing Date (except for as if such representations and warranties were made as of some other specified date, in which case they shall be true and correct on at and as of such specified date). 6.2.2 The the Closing, and Seller shall have performed and complied, complied in all material respects, respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed and or complied with by it Seller prior to or at the Closing; (e) Seller, at Seller’s sole cost and expense, shall have caused the work described on Exhibit I (the “Seller’s Work”) to be completed; and (f) Seller shall have delivered to Buyer a written waiver by any party of any right of first refusal, right of first offer or other purchase option that Tenant or any other such party has pursuant to the Lease or otherwise to purchase the Property from Seller, if any. In the event that the foregoing conditions precedent have not been satisfied as of Closing, such failure shall not be a default hereunder unless specifically set forth herein, and Buyer may, at its option, terminate this Agreement by written notice thereof to Seller on or prior to before the Closing Date except that (i) Date, in which case the covenants Xxxxxxx Money shall be returned to Buyer, and obligations set forth in Sections 4.6 neither party shall have been performed and complied with in all respects and (ii) solely for purposes any further liability under this Agreement, other than obligations which expressly survive the termination of this Section 6.2.2Agreement, Seller’s commercially reasonable efforts or waive this condition and proceed to comply with Closing. If the covenants failure of such condition precedent is a result of a default by Seller hereunder, Buyer shall have the rights and obligations remedies set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date 9(b) of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer’s obligation to pay the Buyer Purchase Price, and to consummate the transactions contemplated by this Agreement are subject accept title to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii)Property, shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on compliance by Sellers with the date of this Agreement and following conditions precedent on and as of the date of Closing: (a) Sellers shall deliver to Buyer on or before the Closing Date the items set forth in Section 10 above; (b) Buyer shall receive from Escrow Agent a current ALTA owner’s form of Title Policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Real Property in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer’s good and marketable title in fee simple to the Real Property and otherwise in such form and with such endorsements as though provided in the Title Commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions; (c) Buyer shall have received a valid and permanent final certificate of occupancy (or the equivalent thereof) for the Property which shall not contain any contingencies or require any additional work to be completed; (d) Tenant shall be in possession of the premises demised under the Lease, paying full and unabated rent under the Leases and Tenant shall not have assigned or sublet the Property; (e) The representations and warranties of Sellers contained in this Agreement shall have been true when made on and shall be true in all material respects at and as of the date of Closing Date (except for as if such representations and warranties were made as of some other specified date, in which case they shall be true and correct on at and as of such specified date). 6.2.2 The Seller the Closing, and Sellers shall have performed and complied, complied in all material respects, respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed and or complied with by it on or Sellers prior to or at the Closing Date except that Closing; (if) the covenants and obligations set forth in Sections 4.6 Seller shall have been performed delivered to Buyer a written waiver by Tenant of any right of first refusal, right of first offer or other purchase option that Tenant has pursuant to the Lease to purchase the Property from Seller; and (g) Seller shall have made all contributions, payments and/or reimbursements and complied with completed any and all work required by any governmental authority in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply connection with the covenants construction and obligations set forth in Section 4.11 development of the Property, including, without limitation, as required by any variance or site plan approval. In the event that the foregoing conditions precedent have not been satisfied as of Closing, Buyer shall have the right to terminate this Agreement by delivering written notice thereof to Seller no later than that date which is fifteen (15) days after the date scheduled for Closing, upon which termination the Exxxxxx Money shall be deemed refunded to fully satisfy the condition in this Section 6.2.2 Buyer, and with respect to such covenants and obligations. 6.2.3 Each a failure under Sections (a), (d), (e), or (f) above, Seller shall pay to Buyer upon receipt of reasonable documentary evidence of all of the Seller out-of-pocket costs and the Company shall have performed and complied, expenses actually incurred by Buyer in all material respects, connection with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effectnot to exceed $25,000.00, or which return and payment shall operate to terminate this Agreement and release Seller and Buyer from any event or development that couldand all liability hereunder, individually or in the aggregate, reasonably be expected except those which are specifically stated herein to result in a Material Adverse Effectsurvive any termination hereof. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer's obligation to pay the Buyer Purchase Price, and to consummate the transactions contemplated by this Agreement are subject accept title to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii)Property, shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on compliance by Seller with the date of this Agreement and following conditions precedent on and as of the date of Closing: (a) Seller shall deliver to Buyer on or before the Closing Date the items set forth in Section 10 above; (b) Buyer shall receive from Escrow Agent or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner's form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Real Property in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer's good and marketable title in fee simple to the Real Property and otherwise in such form and with such endorsements as though provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions (the "Title Policy"); (c) Tenants shall be in possession of the premises demised under the Leases, shall be current in their respective obligations to pay rent under the Leases, and shall not have assigned or sublet the Property; (d) The representations and warranties of Seller contained in this Agreement shall have been true when made and shall be true in all material respects at and as of the date of Closing as if such representations and warranties were made at and as of the Closing, and Seller shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Seller prior to or at the Closing; and (e) Seller shall have delivered to Buyer a written waiver by any party of any right of first refusal, right of first offer or other purchase option that Tenants or any other such party has pursuant to the Leases or otherwise to purchase the Property from Seller, if any. In the event that the foregoing conditions precedent have not been satisfied as of Closing, Buyer shall have the rights and remedies set forth in Section 9(b) of this Agreement. 14, Conditions Precedent to Seller's Obligations. Seller's obligation to deliver title to the Property shall be subject to compliance by Buyer with the following conditions precedent on and as of the date of Closing: Buyer shall deliver to Escrow Agent on the Closing Date the remainder of the Purchase Price, subject to adjustment of such amount pursuant to Section 2 hereof; and (except for a) The representations and warranties of Buyer contained in this Agreement shall have been true when made as of some other specified date, in which case they and shall be true and correct on in all material respects at and as of the date of Closing as if such specified date). 6.2.2 The Seller representations and warranties were made at and as of the Closing, and Buyer shall have performed and complied, complied in all material respects, respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed and or complied with by it on or Buyer prior to or at the Closing Date except that (i) the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligationsClosing. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations Buyer’s obligation to pay the Purchase Price, and to accept title to the Property, shall be subject to compliance by Seller with the following conditions precedent on and as of the date of Closing: (a) Seller shall deliver to Buyer on or before the Closing the items set forth in Section 10 above; (b) Buyer shall receive from Escrow Agent or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner’s form of title insurance policy, or irrevocable and unconditional binder to consummate issue the transactions contemplated same, with extended coverage for the Real Property and the Improvements (including any beneficial easements) in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer’s good and marketable title in fee simple to the Real Property and the Improvements and otherwise in such form and with such endorsements as provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions (the “Title Policy”); (c) Buyer shall have received a Tenant Estoppel Certificate from each Tenant; (d) Each Tenant shall be in possession of the premises demised under its respective Lease, open for business to the public and paying full and unabated rent under such Lease and, except as disclosed in the Rent Roll attached hereto as of the date hereof, no Tenant shall have assigned its Lease or sublet the Property; (e) The representations and warranties of Seller contained in this Agreement shall have been true when made and shall be true in all material respects at and as of the date of Closing as if such representations and warranties were made at and as of the Closing, and Seller shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement are subject to the satisfaction be performed or waiver complied with by the Buyer, on or Seller prior to or at the Closing DateClosing. For purposes hereof, of each of a representation or warranty shall not be deemed to have been breached if the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are representation or warranty is not true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date as though by reason of changed facts or circumstances arising after the date hereof which pursuant to this Agreement are not prohibited to have occurred and did not arise by reason of a breach of any covenant made on and as of the Closing Date by Seller under this Agreement; (except for representations and warranties made as of some other specified datef) If applicable, in which case they shall be true and correct on and as of such specified date). 6.2.2 The Seller shall have performed and complieddelivered to Buyer a written waiver by each Tenant or any other party of any right of first refusal, in all material respects, with all obligations and agreements required right of first offer or other purchase option that such Tenant or any other party has pursuant to be performed and complied with by it on its Lease or prior otherwise to purchase the Closing Date except that Property from Seller; (ig) the covenants and obligations set forth in Sections 4.6 Seller shall have been performed made all contributions, payments and/or reimbursements and complied with completed any and all work if any is required by any governmental authority in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply connection with the covenants construction and obligations set forth in Section 4.11 development of the Property, including, without limitation, as required by any variance or site plan approval; and (h) Buyer shall have received a Guarantor Estoppel Certificate from each Guarantor. In the event that any of the foregoing condition precedent have not been satisfied as of Closing, Buyer shall have the right terminate this Agreement by delivering written notice thereof to Seller no later than that date which is fifteen (15) days after the date scheduled for Closing, upon which termination the Exxxxxx Money shall be deemed refunded to fully satisfy the condition in this Section 6.2.2 Buyer, and with respect to a failure under Sections (a), (e) or (f) above or with respect to a failure under Section (c) above, if such covenants and obligations. 6.2.3 Each failure results from Seller’s inability to deliver Tenant Estoppel Certificates from Tenants occupying at least seventy percent (70%) of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation rentable square footage of the SellerProperty, enforceable against Seller shall pay to Buyer upon receipt of reasonable documentary evidence of all of the Seller reasonable out-of-pocket costs and expenses actually incurred by Buyer in accordance connection with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, not to exceed $20,000.00, which return and payment shall operate to terminate this Agreement and release Seller and Buyer from any and all liability hereunder, except those which are specifically stated herein to survive any termination hereof. In the event of a Material Adverse Effecttermination of this Agreement for a failure of a condition precedent under this Section 13, or any event or development that couldpursuant to which Seller is obligated and does reimburse Buyer for Buyer’s out-of-pocket costs and expenses, individually or Buyer shall, promptly after receipt of such funds from Seller, deliver to Seller a copy of the third party reports (e.g. appraisal, condition reports, environmental reports, etc.) obtained by Buyer during its due diligence inspection of the Property. Buyer shall have no obligations under the immediately preceding sentence in the aggregate, reasonably be expected to result in a Material Adverse Effectevent the termination of this Agreement arises from an intentional or willful default by Seller hereunder. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer’s obligation to pay the Buyer Purchase Price, and to consummate the transactions contemplated by this Agreement are subject accept title to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii)Property, shall be true and correct in all respects subject to any such qualifiers contained therein)compliance by Seller or Affiliate, in as the case may be, with the following conditions precedent for each case on the date of this Agreement and Property on and as of the date of Closing: (a) Seller shall deliver to Buyer on or before the Closing Date the items set forth in Section 10 above; (b) Buyer shall receive from Escrow Agent or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner’s form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Real Property in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer’s good and marketable title in fee simple to the Real Property and otherwise in such form and with such endorsements as though provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions (the “Title Policy”); (c) Buyer shall have received a copy of Seller or Tenant’s valid and permanent final certificate of occupancy (or the equivalent thereof) for the Property; (d) Tenant shall be in possession of the premises demised under the Leases, open for business to the public and paying full and unabated rent under the Leases and Tenant shall not have assigned or sublet any of the Property; (e) The representations and warranties of Seller contained in this Agreement shall have been true in all material respects when made on and shall be true in all material respects at and as of the date of Closing Date (except for as if such representations and warranties were made as of some other specified date, in which case they shall be true and correct on at and as of such specified date). 6.2.2 The the Closing, and Seller shall have performed and complied, complied in all material respects, respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed and or complied with by it on or Seller prior to or at the Closing Date except that Closing; (if) the covenants and obligations set forth in Sections 4.6 Seller shall have been performed delivered to Buyer a written waiver by Tenant of any right of first refusal, right of first offer or other purchase option that Tenant has pursuant to the Leases (if applicable) to purchase the Property from Seller; and (g) Seller shall have made all contributions, payments and/or reimbursements and complied with completed any and all work required by any governmental authority in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply connection with the covenants construction and obligations development of the Property, including, without limitation, as required by any variance or site plan approval. In the event that the foregoing conditions precedent have not been satisfied as of Closing, Buyer shall have the rights and remedies set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date 9(b) of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below in this Section 6. Buyer may, in its absolute discretion, waive any or all of these conditions in whole or in part without prior notice; PROVIDED, HOWEVER, that no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller shall be in breach or default of any of its representations, warranties or covenants under this Agreement. 6.1. The representations and warranties of Seller contained in this Agreement were true when made, and shall be true as of the Closing Date with the same force and effect as if made at and as of the Closing Date, and Seller shall, at the request of Buyer, which request Buyer hereby makes, deliver at Closing a written certification as to consummate the truthfulness of such representations and warranties, which shall not indicate the occurrence of a material adverse change with respect to the Purchased Assets. 6.2. Seller shall have performed, satisfied and complied with all covenants, agreements, and conditions required by this Agreement to be performed, satisfied or complied with by Seller prior to or on the Closing Date and Seller shall deliver at Closing a written certification thereof. 6.3. Seller shall have executed and delivered all documents and agreements contemplated by this Agreement to which Seller is a party. 6.4. No action, suit or proceeding before any court or any governmental body or authority, pertaining to the transactions contemplated by this Agreement are subject or to their consummation or in any way relating to or affecting the satisfaction Purchased Assets or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii)part thereof, shall have been instituted or threatened. 6.5. Buyer shall have satisfactorily completed its pre?acquisition investigation and review of Seller and the Purchased Assets and shall be true satisfied with the results of such investigation and correct review in all respects subject its sole discretion; PROVIDED, HOWEVER, that no such investigation or review shall in any way relieve Seller from, or affect Buyer's right to any such qualifiers contained therein)rely upon, in each case on the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of some other specified date, in which case they shall be true and correct on and as of such specified date). 6.2.2 The by Seller shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date except that (i) the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The All of the agreements and obligations of the Buyer to consummate the transactions contemplated by under this Agreement are subject to the satisfaction or waiver by the Buyerfulfillment, on or prior to the Closing Date, of each of the following conditionsconditions precedent: 6.2.1 Each (a) Buyer shall have entered into an assumption of the Seller’s 's lease agreement with St. Xxxx Properties, Inc. (the "Landlord"), acceptable to Buyer in its sole discretion, for the lease of the facility at 0000 Xxxx Xxxxxx Xxxx X-0, Xxxxxxxxx, Xxxxxxxxx, or a sublease of Seller's rights under the Seller's lease agreement, either of which shall be with the written consent of the Landlord. (b) Buyer shall have entered into an acceptable assumption or sublease of the lease agreement for the Union Grove facility with the written consent of Xxxxxx Properties (the "Wisconsin Landlord"). (c) Buyer shall have entered into an acceptable assumption or sublease of the lease agreement for the Roseville office at 0000 Xxxx Xxxxxxx 36, with the written consent of the landlord. (d) The representations and warranties of Seller and Shareholder contained in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct at the time of Closing in all respects subject to any as though such qualifiers contained therein), in each case on the date of this Agreement representations and on warranties were made at and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of some other specified date, in which case they shall be true and correct on and as of such specified date)Closing. 6.2.2 The Seller shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date except that (ie) the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after any material adverse change in the condition, financial or otherwise, of Seller, the Business or the Assets. (f) Other than the Xxxxxx case, no action, proceeding or investigation shall be pending or threatened by any person, entity or governmental body or agency to restrain or prohibit the purchase and sale of the Assets hereunder or restrain or prohibit Buyer from carrying on the Business as it is currently being conducted on the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effecthereof. 6.2.6 Each (g) Buyer shall be satisfied in its sole discretion with its due diligence review of the Consents identified on Schedule 1.4.7 Business and the Assets. (h) Seller shall have been obtained delivered to Buyer corporate resolutions authorizing this transaction, and be an opinion of Seller's counsel in form and substance acceptable to Buyer and its counsel. (i) Seller shall have delivered to Buyer at or prior to Closing the following: (1) Evidence satisfactory to the Buyer that the MPCA and WDNR authority permitting the Seller's operation of the Roseville Business and the Union Grove Business respectively is in full force and effect. (2) A Compliance Agreement between the MPCA and Buyer (which does not require execution by Shareholder) in final form for execution at Closing, together with the Storage Agreement required under the terms of the Compliance Agreement, and evidence that Seller has completed the processing and disposal of the mercury barrels pursuant to the Compliance Agreement and is otherwise in compliance with the terms of the Compliance Agreement. (3) Such other documents as may be requested by Buyer relating to the Business. (j) Satisfaction of any outstanding environmental issues in a manner acceptable to Buyer. (k) At the Closing, those creditors of Seller listed on Schedule 10(k) hereof, secured and unsecured, shall be paid in full the amount owed to them, whether or not the full amount owing is at the time of the Closing, and each such creditor shall have executed a UCC-3 termination financing statement if applicable. (l) Buyer and Shareholder shall have entered into an employment agreement in form and substance acceptable to Buyer. (m) There shall not have been a materially adverse development relating to the Union Grove Business and Xxxxxx Xxxxxx, Xxxxxxx Xxxxxx and RTI, other than as expressly disclosed in writing to Buyer. (n) Confirmation of payment of any amounts due and payable by Seller to Xxxxxxxx Xxxxxxxx. (o) Seller shall have executed and delivered to Buyer the Distribution Rights Xxxx of Sale Agreement. (p) Seller shall cause all insurance policies covering the Business to list Buyer as an additional insured for a period of 45 days after Closing. (q) Deliver to Buyer a certified check payable to Bankers American Capital Corporation ("BACC") in the amount of $50,000 in return of the xxxxxxx money previously deposited with Seller (the "Xxxxxxx Money"), and the sum of $1,800 in reimbursement of costs and expenses advanced by BACC to Seller.

Conditions Precedent to Buyer’s Obligations. The obligations of the Buyer to consummate the transactions contemplated by under this Agreement are subject to the satisfaction (or written waiver by the Buyer, on or prior to the Closing Date, ) of each of the following conditionsconditions or requirements on or before the Closing Date: 6.2.1 Each (a) Seller's warranties and representations under this Agreement shall be true and correct, and Seller shall not be in default hereunder; (b) All obligations of the Seller’s representations and warranties Seller contained in this Agreement are true and correct Agreement, shall have been fully performed in all material respects and Seller shall not be in default under any covenant, restriction, right-of-way or easement affecting the Property; (except for (ic) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through A Title Insurance Commitment in the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case full amount of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of some other specified date, in which case they shall be true and correct on and as of such specified date). 6.2.2 The Seller shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date except that (i) the covenants and obligations set forth in Sections 4.6 Purchase Price shall have been performed issued to the Buyer, subject only to Permitted Exceptions; (d) The physical and complied with in all respects and (ii) solely for purposes environmental condition of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 Property shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants clean and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after unchanged from the date of this Agreement, a Material Adverse Effectordinary wear and tear excepted; and (e) Seller shall have delivered to Buyer the following in form reasonably satisfactory to Buyer: (i) General Corporate Warranty Deed in proper form for recording, duly executed and acknowledged so as to convey to Buyer the fee simple title to the Property, subject only to the Permitted Exceptions (the "Deed"); (ii) A title certificate, properly endorsed by Seller, as to any items of Property for which title certificates exist; (iii) A general assignment of all assignable existing warranties relating to the Property, to the extent said existing warranties relating to the Property are in Seller's possession; (iv) An owner's affidavit, non-foreign affidavit and such further instruments of conveyance, transfer and assignment and other documents as may reasonably be required by Buyer or its counsel in order to effectuate the provisions of this Agreement and the transactions contemplated herein; (v) The originals or copies of any event real property tax bills for the Real Property and Improvements for the then current fiscal year and the previous year, and, if requested, the originals or development that couldcopies of any current water, individually sewer and utility bills which are in Seller's custody or control; (vi) Certificate of Resolution and Incumbency Certificate for Seller and/or its principals authorizing the transaction described herein; (vii) All keys and other means of access to the Improvements in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each possession of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.Seller or its agents; and

Conditions Precedent to Buyer’s Obligations. The obligations of the Buyer to consummate effect the transactions contemplated by this Agreement are subject to the satisfaction or waiver by the Buyerfulfillment, on or prior to or at the Closing DateClosing, of each of the following conditions:conditions (compliance with which or the occurrence of which may be waived in whole or in part by Buyer in writing): 6.2.1 Each of the Seller’s (a) The representations and warranties in this Agreement of Seller contained herein (i) that are not qualified as to materiality or Material Adverse Effect shall be accurate, true and correct in all material respects (on and as of the Closing Date, except for (i) such representations or and warranties qualified by materialitymade as of a specified date, Material Adverse Effect or similar qualifier (including through which shall be accurate, true and correct in all material respects as of the use of any defined term containing any such qualifier) date specified and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), that are qualified as to materiality or Material Adverse Effect shall be accurate, true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (Date, except for such representations and warranties made as of some other a specified date, in which case they shall be accurate, true and correct on and in all respects as of such specified date)the date specified; and Buyer shall have received a certificate of an officer of Seller dated the Closing Date, certifying that this condition has been satisfied. 6.2.2 The (b) Seller shall have performed and complied, complied in all material respects, respects with all obligations the terms, provisions and agreements required conditions of this Agreement to be performed and complied with and performed by it on Seller at or prior to before the Closing, and Buyer shall have received a certificate of an officer of Seller dated the Closing Date except Date, certifying that this condition has been satisfied. (ic) the covenants and obligations set forth in Sections 4.6 no statute, rule or regulation shall have been performed enacted or promulgated by any Governmental Entity, nor shall any suit, action or proceeding have been instituted and complied with remain pending, or have been threatened in all respects writing and remain so by any Governmental Entity at what would otherwise be the Closing Date, which prohibits or restricts or would prohibit or restrict (iiif successful) solely for purposes the consummation of this Section 6.2.2the transactions contemplated hereby, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 there shall be deemed to fully satisfy no order or injunction of a court of competent jurisdiction in effect preventing the condition in this Section 6.2.2 with respect to such covenants and obligationsconsummation of the transactions contemplated hereby. 6.2.3 Each of the (d) Seller and the Company shall have performed received all of those Seller Approvals and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it Consents listed on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies ExceptionSchedule 5.1(d). 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after (e) From the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a there shall have been no Material Adverse Effect. 6.2.6 Each (f) Seller shall have duly executed and delivered counterparts of the Consents identified on Schedule 1.4.7 Transaction Documents to which it is a party. (g) Seller shall have been obtained provided Buyer with a properly executed affidavit from Seller meeting the requirements of Section 1445(b)(2) of the Code and be in full force and effectthe Treasury Regulations thereunder, certifying that Seller is not a foreign person within the meaning of Section 1445(f)(3) of the Code.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer’s obligation to pay the Buyer Purchase Price, and to consummate the transactions contemplated by this Agreement are subject accept title to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii)Property, shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on compliance by Seller with the date of this Agreement and following conditions precedent on and as of the date of Closing: (a) Seller shall deliver to Buyer on or before the Closing Date the items set forth in Section 10 above; (b) Buyer shall receive from Escrow Agent or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner’s form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Real Property in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer’s good and marketable title in fee simple to the Real Property and otherwise in such form and with such endorsements as though provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions (the “Title Policy”); (c) Buyer shall have received a valid and permanent final certificate of occupancy (or the equivalent thereof) for the Property which shall not contain any contingencies or require any additional work to be completed; (d) Tenant shall be in possession of the premises demised under the Lease, open for business to the public and paying full and unabated rent under the Leases and Tenant shall not have assigned or sublet the Property; (e) The representations and warranties of Seller contained in this Agreement shall have been true when made on and shall be true in all material respects at and as of the date of Closing Date (except for as if such representations and warranties were made as of some other specified date, in which case they shall be true and correct on at and as of such specified date). 6.2.2 The the Closing, and Seller shall have performed and complied, complied in all material respects, respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed and or complied with by it on or Seller prior to or at the Closing Date except that Closing; (if) the covenants and obligations set forth in Sections 4.6 Seller shall have been performed delivered to Buyer a written waiver by any other party of any right of first refusal, right of first offer or other purchase option that Tenant or any other such party has pursuant to the Lease or otherwise to purchase the Property from Seller, if any; and (g) Seller shall have made all contributions, payments and/or reimbursements and complied with completed any and all work required by any governmental authority in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply connection with the covenants construction and obligations development of the Property, including, without limitation, as required by any variance or site plan approval. In the event that the foregoing conditions precedent have not been satisfied as of Closing, Buyer shall have the rights and remedies set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date 9(b) of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The All of the obligations of the Buyer to consummate the transactions contemplated by this Agreement hereunder are subject to the satisfaction or waiver by the Buyerfulfillment, on or prior to or at the Closing DateClosing, of each of the following conditions:conditions (compliance with which or the occurrence of which may be waived in whole or in part by Buyer in writing): 6.2.1 Each of the Seller’s (a) The representations and warranties in this Agreement are of Seller contained herein shall be accurate, true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date Date, except for: (except for i) representations and warranties made as of some other a specified date, in which case they shall be accurate, true and correct on and in all material respects as of such specified date)the date specified; or (ii) breaches and inaccuracies that do not have a Material Adverse Effect. 6.2.2 The (b) Seller shall have performed and complied, and shall have caused its Affiliates to have performed and complied, in all material respects, with all obligations the terms, provisions and agreements required conditions of this Agreement to be performed and complied with and performed by it on or prior to the Closing Date except that (i) the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and its Affiliates at or before the Company shall have performed and compliedClosing, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its except for terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall provisions and conditions that do not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each (c) Seller shall have delivered to Buyer a certificate of a Secretary or an Assistant Secretary of Seller enclosing a copy of (i) its certificate of incorporation, as amended, certified by the Secretary of State of the Consents identified on Schedule 1.4.7 State of Ohio, (ii) its by-laws, and (iii) Board resolutions authorizing Seller to enter into this Agreement and to consummate the transactions contemplated hereby. (d) No law, governmental regulation, rule, directive or proceeding shall be pending or threatened which would prevent, restrain or prohibit completion of the transactions contemplated hereunder. (e) All governmental and/or regulatory requirements for the valid consummation by Buyer of the transactions contemplated by this Agreement and the other Transaction Documents (including the expiration of any waiting period under the Anti-Trust Filings or any extensions thereof) shall have been fulfilled, and all authorizations, consents or approvals by any governmental authority that are required for the consummation of the transactions contemplated by this Agreement and the other Transaction Documents shall have been obtained on terms and conditions reasonably satisfactory to Buyer and shall be in full force and effect. (f) As of the Closing Date, there has been no Material Adverse Change in the Business. (g) Seller shall have signed and delivered, or caused one or more of its Affiliates to sign and deliver, the Transaction Documents, including a Latina Business Transfer Deed, Monterrey Share Transfer Agreement and Transition Services Agreement in form and substance reasonably satisfactory to Buyer. (h) [Intentionally omitted.] (i) Buyer shall have received a certificate of an officer of Seller, dated the Closing Date, certifying that the conditions set forth in Section 5.1(a) and (b) have been satisfied. (j) Buyer shall have received sufficient debt financing to consummate the transactions contemplated hereby pursuant to financing arrangements consistent with those set forth in the Commitment Letters. (k) There shall have been duly transferred to Buyer the Material Contacts set forth in Schedule 5.1(k).

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer’s obligation to pay the Buyer Purchase Price, and to consummate the transactions contemplated by this Agreement are subject accept title to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii)Property, shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on compliance by Seller with the date of this Agreement and following conditions precedent on and as of the date of Closing: (a) Seller shall deliver to Buyer on or before the Closing Date the items set forth in Section 10 above; (b) Buyer shall receive from Escrow Agent or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner’s form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Real Property and the Improvements (including any beneficial easements) in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer’s good and marketable title in fee simple to the Real Property and the Improvements and otherwise in such form and with such endorsements as though provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions (the “Title Policy”); (c) Intentionally Deleted; (d) Each Tenant shall be in possession of the premises demised under its respective Lease, open for business to the public and paying full and unabated rent under such Lease and no Tenant shall have assigned its Lease or sublet the Property; (e) The representations and warranties of Seller contained in this Agreement shall have been true when made on and shall be true in all material respects at and as of the date of Closing Date (except for as if such representations and warranties were made as of some other specified date, in which case they shall be true and correct on at and as of such specified date). 6.2.2 The the Closing, and Seller shall have performed and complied, complied in all material respects, respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed and or complied with by it on Seller prior to or at the Closing; (f) Seller shall have delivered to Buyer a written waiver from any party of any right of first refusal, right of first offer or other purchase option that such party may have, pursuant to the Leases or otherwise, to purchase the Property from Seller; (g) Seller shall have made all contributions, payments and/or reimbursements and completed any and all work required by any governmental authority in connection with the construction and development of the Property, including, without limitation, as required by any variance or site plan approval; and (h) An original of each Estoppel Certificate from each Tenant and, as applicable, Guarantor, dated no earlier than thirty (30) days prior to the Closing Date except that date of Closing. Each Estoppel Certificate must (i) reflect the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and business terms of the Lease, (ii) solely for purposes not reflect any defaults, (iii) be fully completed, dated and executed, (iv) be certified to Buyer and its lender, and (v) be otherwise acceptable in form and substance to Buyer in Buyer’s reasonable discretion. As to any Lease, if the Lease and any amendments, bearing the original signatures of the landlord and tenant thereunder have not been delivered to Buyer previously, a copy thereof confirming that the copy is true, correct and complete shall be attached to the Estoppel Certificate. In the event the conditions precedent set forth above in Section 13(b), (d), (f) and/or (h) have not been satisfied at Closing, Buyer may, in its sole discretion, elect to: (i) either terminate this Agreement in its entirety by delivering notice to Seller on or before the Closing Date, in which case, Escrow Agent shall refund the Xxxxxxx Money to Buyer, and neither party shall have any further rights or obligations hereunder except as expressly provided herein, or (ii) waive such non-satisfaction of such condition(s) precedent and proceed to close the transaction contemplated by this Agreement. In the event the conditions precedent set forth above in Section 6.2.213(a), Seller’s commercially reasonable efforts (e) and/or (g) have not been satisfied at Closing, Buyer may, in its sole discretion, elect to: (i) either terminate this Agreement in its entirety by delivering notice to comply with Seller on or before the covenants Closing Date, in which case, Escrow Agent shall refund the Xxxxxxx Money to Buyer, and neither party shall have any further rights or obligations hereunder except as expressly provided herein, (ii) proceed to enforce its rights or remedies set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date 9(b) of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in (iii) waive such non-satisfaction of such condition(s) precedent and proceed to close the aggregate, reasonably be expected to result in a Material Adverse Effecttransaction contemplated by this Agreement. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer’s obligation to pay the Buyer Purchase Price, and to consummate the transactions contemplated by this Agreement are subject accept title to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii)Property, shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on compliance by Seller with the date of this Agreement and following conditions precedent on and as of the date of Closing: (a) Seller shall deliver to Buyer on or before the Closing Date the items set forth in Section 10 above; (b) Buyer shall receive from Escrow Agent or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner’s form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Real Property in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer’s good and marketable title in fee simple to the Real Property and otherwise in such form and with such endorsements as though provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions (the “Title Policy”); (c) Buyer shall have received a valid and permanent final certificate of occupancy (or the equivalent thereof) for the Property which shall not contain any contingencies or require any additional work to be completed; (d) Tenant shall be in possession of the premises demised under the Lease, open for business to the public and paying full and unabated rent under the Leases and Tenant shall not have assigned or sublet the Property; (e) The representations and warranties of Seller contained in this Agreement shall have been true when made on and shall be true in all material respects at and as of the date of Closing Date (except for as if such representations and warranties were made as of some other specified date, in which case they shall be true and correct on at and as of such specified date). 6.2.2 The the Closing, and Seller shall have performed and complied, complied in all material respects, respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed and or complied with by it on or Seller prior to or at the Closing Date except that Closing; (if) the covenants and obligations set forth in Sections 4.6 Seller shall have been performed delivered to Buyer a written waiver by Tenant of any right of first refusal, right of first offer or other purchase option that Tenant has pursuant to the Lease to purchase the Property from Seller; and (g) Seller shall have made all contributions, payments and/or reimbursements and complied with completed any and all work required by any governmental authority in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply connection with the covenants construction and obligations development of the Property, including, without limitation, as required by any variance or site plan approval. In the event that any of the foregoing conditions precedent has not been satisfied as of Closing, Buyer shall have the rights and remedies set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date 9(b) of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations of the Buyer Buyer’s obligation to consummate the transactions contemplated by this Agreement are Transactions is subject to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each : (i) each representation and warranty by each Seller must have been accurate and complete in all material respects on the Execution Date and must be accurate and complete on the Closing Date as though made then, with the Closing Date substituted for the Execution Date unless the context requires otherwise; (ii) each Seller must have performed and complied with all of the Seller’s representations and warranties in this Agreement are true and correct its covenants to be performed or complied with at or prior to Closing in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of some other specified date, in which case they shall be true and correct on and as of such specified date). 6.2.2 The Seller shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date except that (i) the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to any provisions including the word “material” or words of similar import, with respect to which such covenants were accurate and obligations. 6.2.3 Each complete); (iii) since the Execution Date, there must have been no event, series of events or the Seller and the Company shall have performed and compliedlack of occurrence thereof which, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually singularly or in the aggregate, could reasonably be expected to result have a material adverse effect on the Business or Purchased Assets; (iv) there must not be issued and in a Material Adverse Effect. 6.2.6 Each effect any Order restraining or prohibiting the Transactions or any pending or threatened Action by or before any Governmental Body or arbitrator which seeks to restrain, prohibit, invalidate or collect Damages arising out of the Transactions, or which, in Buyer’s reasonable judgment, makes it inadvisable to proceed with the Transactions; (v) each Seller and Buyer must have received all Permits and Consents identified necessary or advisable to consummate the Transactions; (vi) each Seller and Buyer must have received releases of all Encumbrances on Schedule 1.4.7 shall have been obtained the Purchased Assets; (vii) Buyer’s complete satisfaction with such due diligence investigation, including approvals by Buyer’s bank group and be Buyer’s Board of Directors; (viii) general warranty deeds for any real property purchased subject to any exceptions permitted by Buyer; (ix) as-built surveys sufficient to allow the title company (Chicago Title of San Antonio, Texas) to give customary survey deletions in full force any title policies; and effect(x) owner’s title policies covering any real properties.

Conditions Precedent to Buyer’s Obligations. The obligations of the Buyer BUYER'S obligation to consummate the transactions contemplated by this Agreement are is subject to the satisfaction (or waiver by the Buyer, on or prior to the Closing Date, BUYER) of each of the following conditions: 6.2.1 Each of (i) the Seller’s representations and warranties of Seller in this Agreement are Section 4 as of the Closing Date shall be true and correct (in the case of any such representation and warranty qualified by materiality) and true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through in the use case of any defined term containing any such qualifier) all other representation and warranties); (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of some other specified date, in which case they shall be true and correct on and as of such specified date). 6.2.2 The Seller shall must have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date except that (i) the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all material respects and (ii) solely for purposes all of its covenants required by this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required Agreement to be performed and or complied with by it on or prior to the Closing Date under Closing; (iii) all consents and notifications necessary for the Midcon Agreement; transfer of the Assets to BUYER (except those consents related to the assignment of the Easements and Shared Easements, if any), and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation assumption by BUYER of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required obligations and liabilities to be delivered transferred and assumed by it to BUYER, at the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 Closing shall have been obtained or made (and must be in full force and effect), in each case in form and substance reasonably satisfactory to BUYER, all necessary declarations, filings, and registrations with Governmental Authorities shall have been made by Seller, and all applicable waiting and other time periods (including extensions thereof, if any) under any applicable legislation or regulation, including under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, of any relevant jurisdiction shall have expired, lapsed, or been terminated; (iv) there must not be issued and in effect any order, decree or ruling restraining, enjoining or prohibiting the transactions contemplated hereby; (v) Sellers shall have delivered to BUYER a certificate in form and substance reasonably satisfactory to BUYER to the effect that each of the conditions specified above in this Section 15(B) is satisfied in all respects; (vi) Seller shall have executed and delivered the documents to which it is a party listed in Section 15(C); (vii) BUYER shall have accepted each of the amendments to the Disclosure Schedules pursuant to Section 31; and (viii) To the extent assignable, Seller shall have assigned to Buyer all of its rights under that certain release relating to the Xxxxxxx Creek line dated January 6, 1988, from Xxxxx Xxxxxx and Xxxxxxxx Xxxx to MPLCO, pursuant to the form of assignment attached hereto as Exhibit "O".

Conditions Precedent to Buyer’s Obligations. The obligations Buyer's obligation to purchase and accept delivery of the Buyer to consummate Aircraft from Seller on the transactions contemplated by this Agreement are Closing Date shall be subject to the satisfaction or waiver following conditions precedent: a) At the time of Closing, Seller shall have performed all of the material obligations to be performed by Seller pursuant to this Agreement. b) At the Buyertime of Closing, on or prior all of Seller's representations set forth in Article 7.1 shall be true and accurate. c) Prior to the Closing DateClosing, Seller shall have delivered to the Escrow Agent an undated, but otherwise fully executed, FAA Xxxx of Sale, and the undated, but otherwise fully executed, Warranty Xxxx of Sale. d) Prior to the Closing, Seller shall have caused each Lien Holder to deliver to the Escrow Agent an undated, but otherwise fully executed Lien Release, together with a written statement indicating the total amount in United States dollars that must be paid to such Lien Holder to secure the release and termination of such Xxxx Xxxxxx'x Lien, and wiring instructions for payment of such amount. e) Prior to the following conditions:Closing, Seller shall have registered as a Transacting User Entity with the International Registry and shall have appointed an Administrator; and Seller's Administrator shall have appointed the Escrow Agent as Seller's Professional User Entity, in relation to the Aircraft with the International Registry. 6.2.1 Each f) At the time of Closing, the Seller’s representations and warranties Aircraft shall be in this Agreement are true and correct in all material respects (except for the same condition as at (i) representations the completion of the Inspection (if Buyer has accepted or warranties qualified by materialityis deemed to have accepted the Aircraft without conditions pursuant to Article 3.1(i)), Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case return to service of the foregoing clauses (i) and (ii), shall be true and correct in Aircraft following the correction of all respects subject Discrepancies pursuant to any such qualifiers contained therein)Article 3.3, in each case on the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except for representations normal wear and warranties made as of some other specified date, in which case they shall be true and correct on and as of such specified date)tear. 6.2.2 The Seller shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date except that (i) the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer’s obligation to pay the Buyer Purchase Price, and to consummate the transactions contemplated by this Agreement are subject accept title to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii)Property, shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on compliance by Seller with the date of this Agreement and following conditions precedent on and as of the date of Closing: (a) Seller shall deliver to Buyer on or before the Closing Date the items set forth in Section 10 above; (b) Buyer shall receive from Escrow Agent or any other title insurer approved by Buyer in its reasonable judgment and discretion, a current ALTA owner’s form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Real Property and the Improvements (including any beneficial easements) in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer’s good and marketable title in fee simple to the Real Property and the Improvements and otherwise in such form and with such endorsements as though provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions (the “Title Policy”); (c) Buyer shall have received a valid and permanent final certificate of occupancy (or the equivalent thereof) for the Property which shall not contain any contingencies or require any additional work to be completed; (d) Each Tenant shall be in possession of the premises demised under its respective Lease, open for business to the public and paying full and unabated rent under such Lease and no Tenant shall have assigned its Lease or sublet the Property; (e) The representations and warranties of Seller contained in this Agreement shall have been true when made on and shall be true in all material respects at and as of the date of Closing Date (except for as if such representations and warranties were made as of some other specified date, in which case they shall be true and correct on at and as of such specified date). 6.2.2 The the Closing, and Seller shall have performed and complied, complied in all material respects, respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed and or complied with by it on or Seller prior to or at the Closing Date except that Closing; (if) the covenants and obligations set forth in Sections 4.6 Seller shall have been performed delivered to Buyer a written waiver from any party of any right of first refusal, right of first offer or other purchase option that such party may have, pursuant to the Leases or otherwise, to purchase the Property from Seller; and (g) Seller shall have made all contributions, payments and/or reimbursements and complied with completed any and all work required by any governmental authority in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply connection with the covenants construction and obligations development of the Property, including, without limitation, as required by any variance or site plan approval. In the event that the foregoing conditions precedent have not been satisfied as of Closing, Buyer shall have the rights and remedies set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date 9(b) of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer’s obligation to pay the Buyer Purchase Price, and to consummate the transactions contemplated by this Agreement are subject accept title to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii)Property, shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on compliance by Seller with the date of this Agreement and following conditions precedent on and as of the date of Closing: (a) Seller shall deliver to Buyer on or before the Closing Date the items set forth in Section 10 above; (b) Buyer shall receive from Escrow Agent or any other title insurer approved by Buyer, in its judgment and discretion, a current ALTA owner’s form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Real Property in the amount of the Purchase Price, dated, or updated to, the date of the Closing, consistent with the Title Commitment approved by Buyer during the Due Diligence Period, insuring, or committing to insure, at its ordinary premium rates Buyer’s good and marketable title in fee simple to the Real Property and otherwise in such form and with such endorsements as though provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions (the “Title Policy”); (c) Buyer shall have received a valid and permanent final certificate of occupancy (or the equivalent thereof) for the Property, dated as of the time possession of the Property was turned over to Tenant, which shall not contain any contingencies or require any additional work to be completed; (d) Subject to the provisions of the Lease, Tenant shall be in possession of the premises demised under the Lease, open for business to the public and paying full and unabated rent under the Leases and Tenant shall not have assigned or sublet the Property; (e) The representations and warranties of Seller contained in this Agreement shall have been true when made on and shall be true in all material respects at and as of the date of Closing Date (except for as if such representations and warranties were made as of some other specified date, in which case they shall be true and correct on at and as of such specified date). 6.2.2 The the Closing, and Seller shall have performed and complied, complied in all material respects, respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed and or complied with by it on or Seller prior to or at the Closing Date except that Closing; (if) the covenants and obligations set forth in Sections 4.6 Seller shall have been performed delivered to Buyer a written waiver by Tenant of any right of first refusal, right of first offer or other purchase option that Tenant has pursuant to the Lease to purchase the Property from Seller; and (g) Seller shall have made all contributions, payments and/or reimbursements and complied with completed any and all work required by any governmental authority in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply connection with the covenants construction and obligations development of the Property, including, without limitation, as required by any variance or site plan approval. In the event that the foregoing conditions precedent have not been satisfied as of Closing, Buyer shall have the rights and remedies set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date 9(b) of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations of the Buyer to consummate the transactions contemplated by perform this Agreement at Closing are subject to the satisfaction following conditions precedent which shall be fully satisfied at or waiver before the Closing, unless waived in writing by the Buyer, on or prior to the Closing Date, of each . 8.1 All of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are of Seller and the Stockholders herein contained shall be true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date as though if made on and as of the Closing Date (except for representations Date, and warranties made as Buyer shall have received a certificate from the Stockholders and a duly authorized officer of some other specified dateSeller, in which case they shall be true and correct on and as of dated the Closing Date, to such specified date)effect. 6.2.2 8.2 Each of the agreements or obligations required by this Agreement to be performed or complied with by Seller or the Stockholders at or before the Closing shall have been duly performed or complied with, and Buyer shall have received a certificate from the Stockholders and a duly authorized officer of Seller, dated the Closing Date, to such effect. 8.3 No action, suit or proceeding shall have been instituted by a governmental agency or any other third party (i) to prohibit or restrain the sale contemplated by this Agreement or otherwise challenge the power and authority of the parties to enter into this Agreement or to carry out their obligations hereunder or the legality or validity of the sale contemplated by this Agreement, or (ii) which would have a materially adverse effect on the conduct of a BMW automobile dealership business by Buyer at the Real Property. 8.4 The Inventory shall have been completed to the reasonable satisfaction of Buyer. 8.5 Seller shall have performed and complied, in all material respects, with all obligations and agreements required furnished to be performed and complied with by it on or prior to the Closing Date except that Buyer (i) evidence to the covenants reasonable satisfaction of Buyer and obligations set forth in Sections 4.6 shall have been performed its counsel with respect to the corporate organization and complied with in all respects existence of Seller and (ii) solely for purposes UCC-11 search reports or other evidence reasonably satisfactory to Buyer and its counsel that the Assets are free and clear of all Encumbrances. 8.6 Seller shall have furnished to Buyer a copy of the resolutions duly adopted by the Board of Directors and the stockholders of Seller authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, certified by an authorized officer of Seller as of the Closing Date. 8.7 As of the Inventory Date, there shall not have been any fire, accident or other casualty or any labor disturbance, civil commotion, riot, act of God or the public enemy, or any change in the Business or Assets or which would have a material adverse effect on the conduct of a BMW automobile business using the Assets at the Real Property or which would interfere with the use by Buyer of such Assets in connection with the conduct of a BMW automobile dealership business at the Real Property. 8.8 Buyer shall have been licensed as a Motor Vehicle Dealer under applicable South Carolina motor vehicle dealer registration laws and shall have obtained all other authorizations, consents, licenses and permits from applicable governmental agencies having or asserting jurisdiction, which Buyer deems necessary or appropriate to conduct business as a BMW dealer at the Real Property; provided, however, this Section 6.2.2, Seller’s commercially 8.8 shall only be a condition to Buyer's obligations so long as Buyer is using its reasonable best efforts to comply with obtain such authorizations, consents, licenses and permits. 8.9 Buyer and Seller shall have obtained all other authorizations, consents and approvals from third persons and entities as are required to assign those contracts and leases that Buyer is to assume at Closing. 8.10 Seller shall have transferred to Buyer certificates of title or origin for all New Vehicles and Demonstrators, and any used vehicles, if applicable, and all of its registration lists, owner follow-up lists and service files on hand as of the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 Closing Date with respect to such covenants and obligationsthe Business. 6.2.3 Each of the 8.11 Seller shall have terminated in writing Seller's Sales and Service Agreement with BMW. 8.12 Seller and the Company Stockholders shall have performed executed, as appropriate, and complieddelivered to Buyer the Xxxx of Sale, other documents of transfer of title contemplated hereby and any and all other documents necessary or desirable in connection with the transfer of the Assets, which documents shall warrant title to Buyer consistent with this Agreement and shall in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall respects be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except such form as may be limited reasonably required by the Remedies ExceptionBuyer and its counsel. 6.2.4 Each Seller Party 8.13 BMW shall have delivered approved Buyer or Buyer's affiliate as an authorized dealer at each document required parcel of the Real Property and O. Xxxxxx Xxxxx or O. Xxxxxx Xxxxx'x designee, as the authorized Dealer Operator, and BMW shall have executed Dealer Agreements on terms reasonably satisfactory to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectBuyer. 6.2.6 Each of 8.14 All conditions to Buyer's obligations under the Consents identified on Schedule 1.4.7 Real Property Purchase Agreement shall have been obtained and be satisfied or fulfilled unless waived in full force and effectwriting by Buyer.

Conditions Precedent to Buyer’s Obligations. The obligations of the ------------------------------------------- Buyer to consummate close escrow and to perform the transactions contemplated other covenants and obligations to be performed by this Agreement are it on the Closing Date shall be subject to the following conditions (any of which Buyer may waive, in whole or in part). If Buyer does not waive any of the following conditions, Buyer may, at its option, extend the Closing Date for such period of time as may be necessary to allow for the satisfaction or waiver by of such condition(s), not to exceed ninety (90) days after the Buyer, on or prior to closing contemplated hereby: (A) As of the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations Seller shall be the sole owner of the Property in fee simple, and Seller's title shall be marketable, good of record and in fact, and free and clear of all liens, mortgages, encumbrances, easements, or warranties qualified by materialityany other condition affecting title, Material Adverse Effect recorded or similar qualifier (including through unrecorded, other than the use of any defined term containing any such qualifier) and Permitted Exceptions; (ii) Seller shall have cured any title defects as may be required by this Agreement; and (iii) subject to the Fundamental Representations made payment by the Seller, which in each case Buyer of the foregoing clauses applicable premium, Buyer shall receive from one or more title companies reasonably satisfactory to Buyer a current CLTA owner's policy of title insurance in form satisfactory to Buyer, or an unconditional binder to receive the same, in an amount equal to the Purchase Price, dated as of the Closing Date, insuring, or committing to insure, at standard rates, Buyer's marketable fee simple title to the real property in the condition required by clause (i) above, without any defect to be cured by Seller as provided herein. Such title insurance policy, or commitment to issue same, shall provide extended coverage, including protection against (a) parties in possession, (b) unrecorded easements, (c) taxes and special assessments not shown on the public records, and (iid) exceptions which an accurate survey of the real property would disclose. (B) As of the Closing Date, no action or proceeding shall have been commenced or threatened before any court to restrain or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of, this Agreement, or the consummation of the transactions contemplated herein which in the reasonable opinion of Buyer makes it inadvisable to consummate such transactions. (C) As of the Closing Date, no part of the Property shall be about to be acquired, or shall have previously been acquired (other than portions dedicated for streets or other public purposes on the subdivision map), shall be true and correct by authority of any governmental agency in all respects subject to any such qualifiers contained therein), the exercise of its power of eminent domain or by private purchase in each case on the date of this Agreement and on and lieu thereof; nor as of the Closing Date as though made on and as shall there be any threat or imminence of the Closing Date (except for representations and warranties made as of some other specified date, in which case they shall be true and correct on and as of any such specified date)acquisition or purchase. 6.2.2 The Seller shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date except that (i) the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer’s obligation to pay the Buyer Purchase Price, and to consummate accept title to the transactions contemplated by this Agreement are Property, shall be subject to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and conditions precedent on and as of the date of Closing: (a) Seller shall deliver to Buyer on or before the Closing Date the items set forth in Section 10 above; (b) Buyer shall receive from Escrow Agent or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner’s form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Real Property in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer’s good and marketable title in fee simple to the Real Property and otherwise in such form and with such endorsements as though provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions (the “Title Policy”); (c) Buyer shall have received a copy of the valid and permanent final certificate of occupancy (or the equivalent thereof) for the Property which shall not contain any contingencies or require any additional work to be completed; (d) Tenant shall be in possession of the premises demised under the Lease, open for business to the public and paying full and unabated rent under the Leases and Tenant shall not have assigned or sublet the Property; (e) The representations and warranties of Seller contained in this Agreement shall have been true when made on and shall be true in all material respects at and as of the date of Closing Date (except for as if such representations and warranties were made as of some other specified date, in which case they shall be true and correct on at and as of such specified date). 6.2.2 The the Closing, and Seller shall have performed and complied, complied in all material respects, respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed and or complied with by it on or Seller prior to or at the Closing Date except that Closing; (if) the covenants and obligations set forth in Sections 4.6 Seller shall have been performed delivered to Buyer a written waiver by any party of any right of first refusal, right of first offer or other purchase option that Tenant or any other such party has pursuant to the Lease or otherwise to purchase the Property from Seller, if any; and (g) Seller shall have made all contributions, payments and/or reimbursements and complied with completed any and all work required by any governmental authority in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply connection with the covenants construction and obligations development of the Property, including, without limitation, as required by any variance or site plan approval. In the event that the foregoing conditions precedent have not been satisfied as of Closing, Buyer shall have the rights and remedies set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date 9(b) of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The Buyer's obligations of the Buyer to consummate the transactions contemplated by under this Agreement are subject contingent, at Buyer's exclusive option, to the satisfaction or waiver by the Buyerfulfillment, on or prior to the or at Closing Date, of each of the following conditions:. Should the Seller fail to satisfy any of the following conditions, the Buyer may elect to terminate this Agreement in its entirety without any further legal obligation, or claim, financial or otherwise, to or from the Seller. Notwithstanding the above, Buyer shall have the right to waive any of the contingencies specified in this Agreement, to proceed, at Buyer's election, to fully perform this Agreement as though said contingencies had been fully performed or satisfied. 6.2.1 Each (a) Seller shall provide Buyer with a certification as of the Closing Date that all of the Seller’s 's representations and warranties set forth in this Agreement and the Schedules are true and correct as of the Closing Date. (b) No litigation or proceeding shall be pending or threatened to restrain, set aside or invalidate the transactions contemplated in this Agreement, or which seeks to impose upon or recover from the Company or Buyer substantial damages or costs. (c) Buyer shall have received certificates evidencing all material respects (except for (i) representations or warranties qualified the issued and outstanding shares of the Company, properly endorsed by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case to transfer good and marketable title thereto to Buyer, free and clear of the foregoing clauses all claims, liens or encumbrances. (id) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on Since the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of some other specified date, in which case they shall be true and correct on and as of such specified date). 6.2.2 The Seller shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date except that there has occurred (i) no significant adverse change in the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and Company's income, business, order backlog, sales, profit margins, properties, assets, liabilities, prospects or financial conditions; (ii) solely for purposes of this Section 6.2.2no fact, Seller’s commercially reasonable efforts event or circumstance, condition or occurrence which may result in such adverse change; and (iii) no significant damage, destruction or loss to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligationsCompany or its business or assets, whether or not covered by insurance. 6.2.3 (e) Each officer, director and stockholder of the Seller and the Company shall have performed and complied, released in writing (attached hereto as Schedule B) all material respects, with all obligations and agreements required to be performed and complied with by it on claims of every nature which they may now or hereafter have against the Company or any of its officers or directors (in their capacity as such) based upon facts or events existing prior to Closing except as set forth in the Closing Date under Schedules. Buyer also shall have received the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation written resignation of the Seller, enforceable against directors of the Seller in accordance with its terms, except as may be limited by the Remedies ExceptionCompany. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 (f) The Initial Registration Statement shall have been obtained and be in full force and effectdeclared effective.

Conditions Precedent to Buyer’s Obligations. The obligations obligation of the Buyer to consummate purchase and pay for the transactions contemplated by this Agreement are Assets on the Closing Date is subject to the satisfaction (or waiver by the Buyer, on or prior to ) as of the Closing Date, of each Date of the following conditions: 6.2.1 (a) Each of the Seller’s representations and warranties made by Seller and Parent in this Agreement are shall be true and correct in all material respects (except for (i) representations or warranties qualified by without giving effect to any qualification as to materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifiercorrelative terms in Section 3.1 or Section 3.2) and (ii) the Fundamental Representations when made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date Date. (except for representations b) Seller and warranties made Parent shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by Seller and Parent on or before the Closing Date. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of some the Closing Date which restrains or prohibits the transfer of the Assets. (d) No action, suit or other specified date, in which case they proceeding shall be true pending which shall have been brought to restrain or prohibit the transfer of the Assets. (e) Buyer shall have timely received the Required Tenant Estoppels pursuant to Section 3.4(c) and correct on and as of such specified datethe Required Association Estoppels pursuant to Section 3.3(h). 6.2.2 The Seller (f) Buyer shall have performed and complied, in received all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date except that (i) the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document documents required to be delivered by it Seller under Section 6.2. (g) Fee simple title to the Buyer under this AgreementProperty shall be vested in Seller (and at the Closing shall be conveyed to Buyer) subject only to the Permitted Exceptions. UNIT PURCHASE AGREEMENT 59 6.2.5 There Title Company shall not have occurred after be irrevocably and unconditionally committed to issue the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected Title Policies to result in a Material Adverse EffectBuyer. 6.2.6 Each of the Consents identified on Schedule 1.4.7 (h) The Shareholder Approval shall have been obtained and be in full force and effectobtained.

Conditions Precedent to Buyer’s Obligations. The Buyer’s obligations of to close Escrow and purchase the Buyer to consummate the transactions contemplated by this Agreement are subject Property pursuant to the satisfaction or waiver by terms hereof shall be conditioned on the Buyer, on or prior to the Closing Date, fulfillment of each of the following conditions:conditions on the date herein specified. Upon the completion of Closing, all conditions set forth in this Section 5.1 shall be deemed to have been either satisfied or waived. 6.2.1 Each 5.1.1 This Agreement has not been terminated pursuant to any provision hereof. 5.1.2 Seller has deposited or caused to be deposited, into Escrow the Deed, duly executed and acknowledged by Seller, conveying title to the Real Property to Buyer. 5.1.3 Seller has delivered to Escrow Holder an affidavit of title for the Property in a form customarily required for real estate closings in Maryland and reasonably acceptable in form and substance to the Title Company, duly executed by Seller. 5.1.4 Seller has delivered to Escrow Holder a Xxxx of Sale in the form of Exhibit B attached hereto and made a part hereof with respect to the personal property located at the Property that is owned by Seller and used in connection with the operation of the Property, duly executed by Seller. 5.1.5 Seller has delivered to Escrow Holder a certificate of non-foreign status, in the form attached hereto as Exhibit C, duly executed by Seller. 5.1.6 Seller has delivered to Escrow Holder an Assignment of Rights and Permits, Licenses, Service Contracts and Other Intangibles in the form of Exhibit D hereto with respect to the Property (the “Assignment of Rights and Permits”) and an Assignment of Leases, Rents and Other Income with respect to the Property in the form of Exhibit E attached hereto (the “Assignment of Leases”), each duly executed by Seller. 5.1.7 Seller has delivered to Escrow Holder a consent of Prudential Bache Properties, Inc., as the general partner of Seller, authorizing and directing Seller to enter into this Agreement and consummate the transactions contemplated hereby. 5.1.8 Seller’s representations and warranties set forth in Article 7 of this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case as of the foregoing clauses (i) time made and (ii)on the Closing Date. 5.1.9 At Closing, shall be Seller has provided a schedule to the closing statement showing a true and correct in accounting of all respects subject Tenant Deposits to any such qualifiers contained therein)the best of Seller’s knowledge. 5.1.10 Seller has delivered to Escrow Holder the binder for the Insurance Policy, in each case on the date of this Agreement and on and which shall be effective as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of some other specified date, in which case they shall be true and correct on and as of such specified date)Closing. 6.2.2 The 5.1.11 Seller has delivered to Buyer, no more than three (3) days before Closing, an updated Rent Roll for the Property, which shall have performed include a representation from Buyer and compliedXxxxxx and Xxxxxx Management, in all material respects, with all obligations and agreements required to Inc. that no further rents will be performed and complied with by it on or collected prior to the Closing Date except that (i) the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligationsDate. 6.2.3 Each of the Seller 5.1.12 The EMG Agreement has been fully executed by Buyer and the Company shall have performed EMG and complied, in all material respects, with all obligations and agreements required contains a guaranteed maximum price equal to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exceptionless than $725,000. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The Closing and all obligations of the Buyer pursuant to consummate the transactions contemplated by this Agreement are subject to shall be conditioned upon the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditionsfollowing: 6.2.1 Each of the Seller’s (a) All representations and warranties contained in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), Section 3 shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on as of the date of this Agreement and on and as of the Closing Date as though made on Date; (b) There shall have been no material change in the Practice Assets, Corporate Liabilities, financial condition or business of the Corporation from the date of this Agreement through the Closing Date; (c) Seller shall have executed and delivered to the Buyer the stock certificates pursuant to Section 1.3 of this Agreement; (d) Seller shall have performed all of his obligations under this Agreement required to be performed as of the Closing Date Date, including, but not limited to delivery of all documents set forth in Section 5.4; (except for representations and warranties made as of some other specified date, in which case they shall be true and correct on and as of such specified date). 6.2.2 The e) Seller shall have performed executed and complieddelivered to the Buyer originals of the Merger Agreement, the Management Agreement, the Employment Agreement, the Stock Pledge and Escrow Agreement, the Professional Service Provider Agreement, and the Noncompetition and Nonsolicitation Agreement; (f) Any licenses required by law for the operation of the Corporation shall be in good standing and all material respects, regulatory requirements shall have been met in connection with all obligations and agreements required the sale of the Shares to ensure the continued operation of Corporation following the sale of the Shares; and (g) Buyer shall be performed and complied satisfied with by it on or its "due diligence" review of each Corporation. In the event Buyer reasonably believes prior to the Closing Date except that any of the foregoing conditions is not satisfied, then Buyer shall notify Seller in writing and Seller shall cure such to the reasonable satisfaction of Buyer. If Seller does not cure in thirty (i30) the covenants days, then Buyer may, at its option, terminate this Agreement, in which event Buyer shall be relieved of all obligations hereunder and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 Agreement shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants null, void and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on no force or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer’s obligation to pay the Buyer Purchase Price, and to consummate the transactions contemplated by this Agreement are subject accept title to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii)Property, shall be true and correct in all respects subject to any such qualifiers contained therein), in compliance by Seller with the following conditions precedent with respect to each case on the date of this Agreement and Property on and as of the date of Closing: (a) Seller shall deliver to Buyer on or before the Closing Date the items set forth in Section 10 above; (b) Buyer shall receive from Escrow Agent or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner’s form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Real Property and the Improvements (including any beneficial easements) in the amount of the Purchase Price (or such lesser amount of the Purchase Price allocable to the Property), dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer’s good and marketable title in fee simple to the Real Property and the Improvements and otherwise in such form and with such endorsements as though provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions (the “Title Policy”); (c) Buyer shall have received a valid and permanent final certificate of occupancy (or the equivalent thereof) for the Property which shall not contain any contingencies or require any additional work to be completed; (d) Each Tenant shall be in possession of the premises demised under its respective Lease, open for business to the public and paying full and unabated rent under such Lease and no Tenant shall have assigned its Lease or sublet the Property; (e) The representations and warranties of Seller contained in this Agreement shall have been true when made on and shall be true in all material respects at and as of the date of Closing Date (except for as if such representations and warranties were made as of some other specified date, in which case they shall be true and correct on at and as of such specified date). 6.2.2 The the Closing, and Seller shall have performed and complied, complied in all material respects, respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed and or complied with by it on or Seller prior to or at the Closing Date except that Closing; (if) the covenants and obligations set forth in Sections 4.6 Seller shall have been performed delivered to Buyer a written waiver by any party of any right of first refusal, right of first offer or other purchase option that such party has to purchase the Property from Seller; (g) Seller shall have made all contributions, payments and/or reimbursements and complied with completed any and all work required by any governmental authority in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply connection with the covenants construction and obligations development of the Property, including, without limitation, as required by any variance or site plan approval; and (h) The Renal Hypertension Center Lease Amendment shall be fully executed and effective. In the event that the foregoing conditions precedent have not been satisfied as of Closing, Buyer shall have the rights and remedies set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date 9(b) of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer’s obligation to pay the Buyer Purchase Price, and to consummate the transactions contemplated by this Agreement are subject accept title to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii)Property, shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on compliance by Seller with the date of this Agreement and following conditions precedent on and as of the date of Closing: (a) Seller shall deliver to Buyer on or before the Closing Date the items set forth in Section 10 above; (b) Buyer shall receive from Escrow Agent or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner’s form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Real Property in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer’s good and marketable title in fee simple to the Real Property and otherwise in such form and with such endorsements as though provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions (the “Title Policy”); (c) Buyer shall have received a valid and permanent final certificate of occupancy (or the equivalent thereof) for the Property which shall not contain any contingencies or require any additional work to be completed; (d) Tenant shall be in possession of the premises demised under the Lease, open for business to the public and paying full and unabated rent under the Lease and Tenant shall not have assigned or sublet the Property; (e) The representations and warranties of Seller contained in this Agreement shall have been true when made on and shall be true in all material respects at and as of the date of Closing Date (except for as if such representations and warranties were made as of some other specified date, in which case they shall be true and correct on at and as of such specified date). 6.2.2 The the Closing, and Seller shall have performed and complied, complied in all material respects, respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed and or complied with by it on or Seller prior to or at the Closing Date except that Closing; and (if) the covenants and obligations set forth in Sections 4.6 Seller shall have been performed made all contributions, payments and/or reimbursements and complied with completed any and all work required by any governmental authority in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply connection with the covenants construction and obligations development of the Property, including, without limitation, as required by any variance or site plan approval. In the event that the foregoing conditions precedent have not been satisfied as of Closing, Buyer shall have the rights and remedies set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date 9(b) of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations of the Buyer to consummate the transactions contemplated by under this Agreement are subject to the satisfaction or waiver by the Buyersatisfaction, on or prior to the Closing DateClosing, of each of the following conditions, all or any of which may be waived in writing by Xxxxx: 6.2.1 (a) Seller shall convey all right, title and interest in the Property, free and clear of all encumbrances. (b) Seller shall have performed and complied with all obligations of Seller required by this Agreement to be performed or complied with by Seller on or prior to the Closing. (c) Each and all of the Seller’s 's representations and warranties set forth in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case at the Effective Date and on the date of this Agreement Closing. (d) Title Company shall be prepared to issue the title policy at Closing at its normal rates insuring Buyer, subject only to the Permitted Title Exceptions and on and as requirements related to Buyer. (e) There shall be no material adverse change in the condition of or affecting the Property not caused by Buyer between the time of Buyer's inspection of the Closing Date as though made on and as Property prior to the expiration of the Inspection Period and the Closing Date Date, including, but not limited to (except i) environmental contamination, (ii) access, (iii) the availability, adequacy and cost (other than Buyer's construction costs) of or for representations all utilities that will be necessary to serve Buyer's proposed development (including impact fees and warranties made as of some other specified date"tap-in" fees), and (iv) any moratorium in place or threatened which case they shall be true would restrict or prevent Buyer from starting and correct continuing construction on and as of such specified date)Buyer's proposed project within ninety (90) days after the Closing Date. 6.2.2 The Seller shall have performed and complied, in all material respects, with all obligations and agreements (f) All documents required to be performed and complied with delivered by it Seller on or prior to the Closing Date except that (i) the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the properly executed by Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreementin form and substance reasonably satisfactory to Buyer and Title Company, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectas applicable. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations of the Buyer to consummate the transactions contemplated by under this Agreement are subject to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, Buyer of each of the following conditionsconditions or requirements on or before the Closing Date: 6.2.1 Each of the (a) Seller’s 's warranties and representations and warranties in under this Agreement are shall be recertified as true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except for representations noting any changes as provided in Section above), and warranties made as of some other specified date, Seller shall not be in which case they shall be true and correct on and as of such specified date)default hereunder. 6.2.2 The (b) All obligations of Seller contained in this Agreement, shall have been fully performed and complied, in all material respectsrespects and Seller shall not be in default under any covenant, with all obligations and agreements required to be performed and complied with by it on restriction, right-of-way or prior to easement affecting the Closing Date except that Property. (ic) the covenants and obligations set forth in Sections 4.6 There shall have been performed no material adverse change in the Property, its operations or future prospects, the Leases or the financial condition of tenants leasing space in the Shopping Center. (d) A Title Insurance Commitment in the full amount of the Purchase Price shall have been issued and complied with in all respects "marked down" through Closing, subject only to Permitted Exceptions. (e) The physical and (ii) solely for purposes environmental condition of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 Property shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after unchanged from the date of this Agreement, a Material Adverse Effectordinary wear and tear excepted. (f) Seller shall have delivered to Buyer the following in form reasonably satisfactory to Buyer: (1) A special warranty deed in proper form for recording, duly executed and acknowledged so as to convey to Buyer the fee simple title to the Property, subject only to the Permitted Exceptions; (2) An Approved Lease(s) for not less than one (1) store in the Earnout Space; (3) Originals, if available, or any event or development that couldif not, individually or true copies of the Leases and of the contracts, agreements, permits and licenses, and such Materials as may be in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each possession or control of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.Seller;

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer’s obligation to pay the Buyer Purchase Price, and to consummate the transactions contemplated by this Agreement are subject accept title to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii)Property, shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on compliance by Seller with the date of this Agreement and following conditions precedent on and as of the date of Closing: (a) Seller shall deliver to Buyer on or before the Closing Date as though the items set forth in Section 10 above; (b) Buyer shall have received a valid and permanent final certificate of occupancy (or the equivalent thereof) for the Property which shall not contain any contingencies or require any additional work to be completed; (c) Tenant shall be in possession of the premises demised under the Lease, open for business to the public and paying full and unabated rent under the Leases and Tenant shall not have assigned or sublet the Property; (d) The representations and warranties of Seller contained in this Agreement shall have been true when made on and shall be true in all material respects at and as of the date of Closing Date (except for as if such representations and warranties were made as of some other specified date, in which case they shall be true and correct on at and as of such specified date). 6.2.2 The the Closing, and Seller shall have performed and complied, complied in all material respects, respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed and or complied with by it on or Seller prior to or at the Closing; and (e) Seller shall have made all contributions, payments and/or reimbursements and completed any and all work required by any governmental authority in connection with the construction and development of the Property, including, without limitation, as required by any variance or site plan approval. In the event that the foregoing conditions precedent have not been satisfied as of Closing, each of Seller and Buyer shall have the right to extend the Closing Date except for up to thirty (30) days. In the event that (i) neither Seller nor Buyer extends the covenants and obligations set forth in Sections 4.6 Closing Date or Seller or Buyer extends the Closing Date but the foregoing conditions precedent have not been satisfied by the extended Closing Date, Buyer shall have been performed the rights and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations remedies set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date 9(b) of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer’s obligation to pay the Buyer Purchase Price, and to consummate the transactions contemplated by this Agreement are subject accept title to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii)Property, shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on compliance by Seller with the date of this Agreement and following conditions precedent on and as of the date of Closing: (a) Seller shall deliver to Buyer on or before the Closing Date the items set forth in Section 10 above; (b) Buyer shall receive from Escrow Agent or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner’s form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Real Property and the Improvements (including any beneficial easements) in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer’s good and marketable title in fee simple to the Real Property and the Improvements and otherwise in such form and with such endorsements as though provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions (the “Title Policy”); (c) Buyer shall have received a valid and permanent final certificate of occupancy (or the equivalent thereof) for the Property which shall not contain any contingencies or require any additional work to be completed; (d) Each Tenant shall be in possession of the premises demised under its respective Lease, open for business to the public and paying full and unabated rent under such Lease and no Tenant shall have assigned its Lease or sublet the Property; (e) The representations and warranties of Seller contained in this Agreement shall have been true when made on and shall be true in all material respects at and as of the date of Closing Date (except for as if such representations and warranties were made as of some other specified date, in which case they shall be true and correct on at and as of such specified date). 6.2.2 The the Closing, and Seller shall have performed and complied, complied in all material respects, respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed and or complied with by it on or Seller prior to or at the Closing; (f) Seller shall have delivered to Buyer a written waiver from any party of any right of first refusal, right of first offer or other purchase option that such party may have, pursuant to the Leases or otherwise, to purchase the Property from Seller; and (g) Seller shall have made all contributions, payments and/or reimbursements and completed any and all work required by any governmental authority in connection with the construction and development of the Property, including, without limitation, as required by any variance or site plan approval. In the event that any of the foregoing conditions precedent have not been satisfied as of the Closing Date except that (i) the covenants and obligations set forth in Sections 4.6 Date, Buyer shall have been performed and complied with in all respects and the right terminate this Agreement by delivering written notice thereof to Seller no later than the date which is fifteen (ii15) solely for purposes of this Section 6.2.2days after the Closing Date, Seller’s commercially reasonable efforts to comply with upon which termination the covenants and obligations set forth in Section 4.11 Xxxxxxx Money shall be deemed refunded to fully satisfy the condition in this Section 6.2.2 Buyer, and with respect to such covenants and obligations. 6.2.3 Each a failure under Sections (a), (e) or (f) above, Seller shall pay to Buyer upon receipt of reasonable documentary evidence thereof all of the Seller out-of-pocket costs and the Company shall have performed and complied, expenses actually incurred by Buyer in all material respects, connection with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effectwhich return and payment shall operate to terminate this Agreement and release Seller and Buyer from any and all liability hereunder, or except those which are specifically stated herein to survive any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effecttermination hereof. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer's obligation to pay the Buyer Purchase Price, and to consummate the transactions contemplated by this Agreement are subject accept title to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii)Properties, shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on compliance by Seller with the date of this Agreement and following conditions precedent on and as of the Closing Date date of Closing: (a) Seller shall cause the Property Owners to deliver all of their closing documents under the PSAs and Contract to Escrow Agent in accordance with the terms thereof, substituting Buyer hereunder for buyer thereunder; (b) Seller shall cause the Property Owners of each Property to deliver an owner's title affidavit as though to mechanics' liens and possession and other matters in customary form reasonably acceptable to Buyer and Escrow Agent; (c) Seller shall cause Con-Way to deliver to Buyer fully executed originals of the Leases; (d) Seller shall deliver or cause to be delivered to Escrow Agent for delivery to Buyer the following: A. An Assignment and Assumption of Agreement of Sale for each Contract in the form attached hereto as Exhibit C; and B. A settlement statement setting forth the Purchase Price, all prorations and other adjustments to be made on pursuant to the terms hereof; (e) Buyer shall receive from Escrow Agent, at Buyer's sole cost and expense, a current ALTA owner's form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for each Property in the aggregate amount of the Purchase Price, dated or updated to the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer's good and marketable title in fee simple to each Property and otherwise in such form and with a survey endorsement and such endorsements as provided in the title commitment approved by Buyer (the "Title Polk "); (f) The representations and warranties of Seller contained in this Agreement shall have been true when made and shall he true in all material respects at and as of the date of Closing Date (except for as if such representations and warranties were made as of some other specified date, in which case they shall be true and correct on at and as of such specified date). 6.2.2 The the Closing, and Seller shall have performed and complied, complied in all material respects, respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed and or complied with by it on or Seller prior to or at the Closing; and (g) In the event that any of the foregoing conditions precedent have not been satisfied as of Closing Date except that (i) the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants any Property, Buyer shall have the right to terminate this Agreement by delivering written notice thereof to Seller no later than the date scheduled for Closing, upon which termination the Buyer's Xxxxxxx Money Deposit shall be refunded to Buyer, and obligations. 6.2.3 Each and with respect to a failure under Sections (a), (b), (c), (d), or (f) above, Seller shall pay to Buyer upon receipt of reasonable documentary evidence of all of the out-of-pocket costs and expenses actually incurred by Buyer in connection with this Agreement, not to exceed $20,000.00, which return and payment shall operate to terminate this Agreement and release Seller and the Company Buyer from any and all liability hereunder, except those which are specifically stated herein to survive any termination hereof and neither party shall have performed and complied, in all material respects, with all further rights or obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, hereunder except as may be limited by to matters which expressly survive the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date termination of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer under this Agreement are conditioned on the following all having occurred on or before the Closing Date: (a) All actions, proceedings, instruments, and documents required of Seller under this Agreement shall be in a form approved by counsel for Buyer, provided that such approval shall not be unreasonably withheld. (b) The representations and warranties made by Seller in this Agreement shall be substantially correct on the Closing Date, except as affected by transactions contemplated in this Agreement and changes occurring in the ordinary course of business, with the same force and effect as though the representations and warranties had been made on the Closing Date. (c) The instruments executed and delivered to Buyer by each of Seller pursuant to consummate this Agreement are valid in accordance with their terms and effectively vest in Buyer good and marketable title to the transactions assets and business as contemplated by this Agreement are subject Agreement, free and clear of any liabilities, obligations, and encumbrances, except those liabilities and obligations expressly assumed by Buyer as provided in this Agreement. (d) Buyer has received all required and necessary permits and licenses to operate the satisfaction or waiver by Business in the Buyer, on or same manner as prior to the Closing Datesatisfactory to the Buyer, of each at its sole and absolute discretion, including but not limited to, the right and privilege to operate an adult sexually oriented business as that term is defined in accordance with federal, state, county and city statutes, laws, ordinances and regulations without limitations other than those imposed of the following conditions:Business prior to the Closing. 6.2.1 Each (e) The Buyer has received all necessary and required assignments and documents satisfactory to the Buyer, in its sole and absolute discretion, to the assumption and assignment of the SellerLease. (f) Buyer’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), obligation to close shall be true and correct in all respects subject to any such qualifiers contained therein)contingent upon Buyer’s obtaining satisfactory financing, in each case on the date Buyer’s sole and absolute discretion. Buyer must notify the Seller in writing of this Agreement and on and as of its inability to obtain satisfactory financing no later than ten (10) days before the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of some other specified date, in which case they or this contingency shall be true and correct on and as of such specified date)automatically removed. 6.2.2 The Seller shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date except that (i) the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations obligation of the Buyer to consummate the transactions contemplated by under this Agreement are to proceed with Closing is subject to the fulfillment or satisfaction or waiver by in the sole discretion of Buyer, on or prior to or at the Closing DateClosing, of each of the following conditions:conditions precedent (any of which may be waived in writing in whole or in part by Buyer, and which collectively shall mean, “Buyer’s Closing Conditions”)): 6.2.1 Each of the (a) Seller’s representations and warranties contained in this Agreement are true Agreement, the Schedules attached hereto and correct in all material respects (except for (i) representations any list, certificate, document or warranties qualified written statement specifically referred to herein or furnished by materiality, Material Adverse Effect or similar qualifier (including through Seller to Buyer at the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), Closing shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on and as of the date of this Agreement and shall be true in all respects on and as of the Closing Date with the same effect as though such representations and warranties were made on and as of the Closing Date (except for other than those representations and warranties made as of some other specified a specific date, in which case they representations and warranties shall be true and correct on and in all respects as of such specified date).; 6.2.2 The (b) Seller shall have performed and complied, complied in all material respects, respects with all obligations agreements and agreements conditions contained in this Agreement that are required to be performed and or complied with by it prior to or at the Closing; (c) Buyer shall have received all of Seller’s deliveries described in Section 14.1, including a certificate dated the Closing Date and signed by Seller certifying that the conditions specified in Section 13.1 have been fulfilled (the “Seller’s Certificate Regarding Conditions”); (d) Buyer shall have received all documents required to be made available by Seller hereunder; (e) No suit, action, proceeding, or investigation shall have been instituted or threatened by any Governmental Authority against Seller or the Property, and no injunction shall have been issued and then outstanding, to restrain, prohibit or otherwise challenge the legality or validity of the transactions contemplated by this Agreement; (f) On the Closing Date, the Title Insurer shall be unconditionally and irrevocably committed to deliver to Buyer (or its permitted assignee) an ALTA 2006 form of Owner’s Policy in the amount of not less than the amount of the Purchase Price covering the Property, insuring Buyer (or its permitted assignee) as the owner of the Property, and removing all exceptions other than the Permitted Encumbrances in accordance with Section 7.2; (g) Buyer shall have received an affidavit in the form attached hereto as Exhibit D (the “FIRPTA Affidavit”), executed by Seller, and such other evidence as Buyer may require that the Property is being acquired in a manner consistent with the Foreign Investment in Real Property Tax Act of 1980, as amended; (h) Buyer shall not have terminated this Agreement prior to the expiration of the Study Period; (i) With respect to all Licensure Approvals, either (i) such approvals shall be effective on the Closing Date in the form and substance reasonably satisfactory to the Buyer, or (ii) if such approvals are of a nature that they cannot be obtained prior to Closing (such as a level 3 adult residential care license, commonly called an assisted living facility license), Buyer shall have received evidence satisfactory to Buyer that all conditions to be satisfied prior to issuance of the Licensure Approvals (other than evidence of Closing) have been satisfied in all material respects (collectively, the “Licensure Approval Condition”); (j) Following the execution of this Agreement, Buyer shall apply for and thereafter shall use commercially reasonable efforts to obtain for the Property, at Buyer’s sole cost and expense, a commitment (a “Financing Commitment”) reasonably acceptable to Buyer for a loan from an institutional lender for new mortgage financing for the Property on current, commercially customary terms (the “Financing”). If Buyer is unable to obtain a Financing Commitment as of the expiration of the Study Period, Buyer shall have the right to terminate this Agreement, in its sole discretion, by giving written notice of such election on or prior to the Closing Date except that (i) expiration of the covenants Study Period, in which event the Deposit shall be returned forthwith to Buyer. If Buyer is unable to obtain Financing and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes does not give Seller written notice of its termination of this Section 6.2.2Agreement on or before the expiration of the Study Period, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 Buyer shall be deemed to fully satisfy have waived the condition Financing Commitment requirement and shall proceed to closing pursuant to the terms of this Agreement. (k) There shall be no change in this Section 6.2.2 the matters reflected in the Exception Documents, and there shall not exist any encumbrance or Title Defect affecting the Property not described in the Exception Documents except for the Permitted Encumbrances or matters to be satisfied as of the Closing Date. (l) All leasing agreements affecting the Facility and all Terminated Contracts shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. Seller shall have terminated all Hired Employees as of the Closing Date. As of the Closing Date, there will be no filed complaint or lawsuit filed by or with respect to such covenants and obligations. 6.2.3 Each any Facility Employee pending against Seller affecting the Property with respect to violation of the Seller and the Company shall have performed and compliedany federal, in all material respectsstate or local Law relating to employment matters that, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, either individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effectmaterially and adversely affect the ability of Seller (or, following the Closing, Buyer) to own or operate the Facility or to continue to conduct the business currently conducted at the Facility, or the ability of Seller to consummate the transactions contemplated hereby. 6.2.6 Each (m) There shall be no change in the zoning classification or the zoning ordinances or regulations affecting the Property from that existing as of the Consents identified conclusion of the Study Period that would, in Buyer’s reasonable discretion, adversely affect Buyer’s ability to use and enjoy the Property. (n) Except as disclosed in the Property Information, on Schedule 1.4.7 the Closing Date, no action or proceeding shall have been obtained instituted or be threatened before any court or governmental authority (a) that relates to the Property and affects the Property after the Closing Date, or (b) that seeks to restrain or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of, this Agreement or the consummation of the transactions contemplated herein, unless Seller has demonstrated, to Buyer’s reasonable satisfaction, that any costs and liabilities to be incurred in full force connection with such matters are fully covered by Seller’s insurance (subject to commercially reasonable deductibles paid Seller) and effectSeller provides a written commitment to assign all proceeds therefrom to Buyer and add Buyer as an additional insured party under such insurance policy. (o) As of the Closing Date, Seller shall not have commenced (within the meaning of any Bankruptcy Law) a voluntary case, nor shall there have been commenced against Seller an involuntary case, nor shall Seller have consented to the appointment of a Custodian of it or for all or any substantial part of its property, nor shall a court of competent jurisdiction have entered an order or decree under any Bankruptcy Law that is for relief against Seller in an involuntary case or appoints a Custodian of Seller for all or any substantial part of its property. The term “Bankruptcy Law” means Title 11, U.S. Code, or any similar state law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer’s obligation to pay the Buyer Purchase Price, and to consummate the transactions contemplated by this Agreement are subject accept title to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii)Property, shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on compliance by Seller with the date of this Agreement and following conditions precedent on and as of the date of Closing: (a) Seller shall deliver to Buyer on or before the Closing Date the items set forth in Section 10 above; (b) Buyer shall receive from Escrow Agent or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner’s form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Real Property and the Improvements (including any beneficial easements) in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer’s good and marketable title in fee simple to the Real Property and the Improvements and otherwise in such form and with such endorsements as though provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions (the “Title Policy”); (c) The representations and warranties of Seller contained in this Agreement shall have been true when made on and shall be true in all material respects at and as of the date of Closing Date (except for as if such representations and warranties were made as of some other specified date, in which case they shall be true and correct on at and as of such specified date). 6.2.2 The the Closing, and Seller shall have performed and complied, complied in all material respects, respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed and or complied with by it on or Seller prior to or at the Closing; (d) Seller shall have delivered to Buyer a written waiver from any party of any right of first refusal, right of first offer or other purchase option that such party may have, pursuant to the Leases or otherwise, to purchase the Property from Seller; (e) Lender shall have given approval of the Loan Assumption on the terms described in Section 3(b) hereof; and (f) Seller shall have made all contributions, payments and/or reimbursements and completed any and all work required by any governmental authority in connection with the construction and development of the Property, including, without limitation, as required by any variance or site plan approval. In the event that any of the foregoing conditions precedent have not been satisfied as of the Closing Date, Buyer may elect, in its sole discretion, to either (i) waive such condition and proceed to Closing, (ii) terminate this Agreement, or (iii) notify Seller in writing of the unsatisfied condition and extend the Closing Date except that for three (i3) business days to give Seller the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts opportunity to comply with satisfy the covenants and obligations set forth in Section 4.11 shall be deemed to fully condition. In the event Seller does not satisfy the condition in by the end of such three (3) business day period, Buyer shall have the option to either waive the condition and proceed to Closing on the last day of such three (3) business day period or terminate this Section 6.2.2 Agreement by written notice to Seller. Upon any termination of this Agreement under this paragraph, the Xxxxxxx Money shall be refunded to Buyer, and with respect to such covenants and obligations. 6.2.3 Each a failure under subsections (a), (c) or (d) above, Seller shall pay to Buyer upon receipt of reasonable documentary evidence thereof all of the out-of-pocket costs and expenses actually incurred by Buyer in connection with this Agreement in an aggregate amount not to exceed $25,000.00, which return and payment shall operate to terminate this Agreement and release Seller and the Company shall have performed Buyer from any and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its termsliability hereunder, except as may be limited by the Remedies Exceptionthose which are specifically stated herein to survive any termination hereof. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement are Transactions hereunder is subject to the satisfaction or waiver by the Buyerfulfillment, on or prior to or at the Closing, of the following conditions (compliance with which or the occurrence of which may be waived in whole or in part by Buyer in writing to the extent permitted by Law): (a) (i) The representations and warranties of Seller and the Company set forth in the first sentence of Section 3.03(a) and set forth in Section 3.08(b) shall have been true and correct on the date hereof and shall be true and correct as of the Closing Date as though made on and as of the Closing Date; (ii) the representations and warranties of Seller and the Company set forth in Section 3.01(b) and Section 3.03(a) (except for the first sentence of Section 3.03(a)) shall have been true and correct on the date hereof and shall be true and correct as of the Closing Date as though made on and as of the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties other than in this Agreement are true and correct in all material respects de minimis respects; (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (iiiii) the Seller Fundamental Representations made by (other than those described in the Seller, which in each case of the foregoing immediately preceding clauses (i) and (ii), ) shall have been true and correct in all material respects on the date hereof and shall be true and correct in all material respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of some other except, in each case, to the extent such representation or warranty expressly relates to a specified date, in which case they shall be true and correct on and as of such specified date). 6.2.2 The Seller shall have performed ; and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date except that (iiv) the covenants representations and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes warranties of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company set forth in Article III, other than the Seller Fundamental Representations, shall have performed be true and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to correct as of the Closing Date under the Midcon Agreement; as though made on and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation as of the SellerClosing Date (except, enforceable against the Seller in accordance with its termseach case, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the extent such representation or warranty expressly relates to a specified date, in which case on and as of such specified date of this Agreementand, a in each case, disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein), or any event or development that couldexcept, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. 6.2.6 (b) Seller and the Company shall have performed and complied in all material respects with all of the covenants and obligations in this Agreement to be complied with and performed by Seller or the Company at or before the Closing. (c) Each of Seller and the Consents identified Company shall have delivered to Buyer a certificate dated the Closing Date and executed by an authorized officer of each of Seller and the Company to the effect that each of the conditions specified above in Sections 5.01(a) and (b) has been satisfied. (d) No Law or Judgment enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the consummation of the Transactions (in each case, with respect to any Antitrust Approval, solely with respect to the jurisdictions specified on Schedule 1.4.7 5.01(e)) (each, a “Legal Impediment”) shall be in effect. (e) Any applicable waiting or suspension period under the HSR Act relating to the Transactions shall have expired or been terminated. (f) Seller shall have signed and delivered the Transition Services Agreement and the Honeywell Master Services Agreement as contemplated by Section 7.09. (g) The other actions set forth in Section 2.07 shall have been obtained and be in full force and effectcompleted.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer’s obligation to pay the Buyer Purchase Price, and to consummate the transactions contemplated by this Agreement are accept title to each Property, shall be subject to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of following conditions precedent for each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and Property on and as of the date of the Closing: (a) Sellers shall deliver, or cause to be delivered, to Escrow Agent for the benefit of Buyer on or before Closing Date the items set forth in Section 10 above to which any Seller, Guarantor and/or Tenant is party; (b) Buyer shall receive from Escrow Agent a current ALTA owner’s form of title insurance policy for the Colorado Property and a current TLTA owner’s form of title insurance policy for the Texas Property, or proforma of the same, with extended coverage and including endorsements requested by Buyer and which Escrow Agent is willing to issue, each in the amount of the Purchase Price applicable to such property, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer’s fee simple title to the Real Property subject only to the Permitted Exceptions and otherwise in accordance with the terms of this Agreement, including Section 6 above (collectively, the “Title Policies”); provided if Escrow Agent is unwilling or unable to issue either required Title Policy in a timely manner, Sellers shall have the right to replace Escrow Agent as though title insurer, at its sole cost, with respect thereto with a properly licensed title insurer of its choice. (c) Lincoln Tech shall be in possession of the Texas Property, open for business, and operating out of all or substantially all of the Improvements (i.e., Lincoln Tech shall not have gone dark), and Tenant shall have no present intention to cease operations or the payment of rent; (d) LTI Holdings shall be in possession of the Colorado Property, open for business, and operating out of all or substantially all of the Improvements (i.e., LTI Holdings shall not have gone dark), and Tenant shall have no present intention to cease operations or the payment of rent; (e) There shall have been no material adverse change in the business, operations or financial condition of any Seller from the business, operations or financial condition existing as of the date hereof; (f) Subject to Section 11, the representations and warranties of Sellers contained in this Agreement shall have been true when made on and shall be true in all material respects at and as of the Closing Date (except for representations date of the Closing, and warranties made as of some other specified date, in which case they shall be true and correct on and as of such specified date). 6.2.2 The Seller Sellers shall have performed and complied, complied in all material respects, respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed and or complied with by it on or Sellers prior to or at the Closing; and (g) No Act of Bankruptcy on the part of any Seller shall have occurred and remain outstanding as of the Closing Date except that Date. For purposes of this Section 13(g), “Act of Bankruptcy” shall mean (i) the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and appointment of, or the taking of possession by, a receiver who or which is not thereafter discharged within sixty (60) days, custodian, trustee or liquidator of any Seller or a substantial part of its property, (ii) solely the admission by any Seller of its inability to pay its debts as they become due; (iii) the making of a general assignment for purposes the benefit of this Section 6.2.2, any Seller’s commercially reasonable efforts creditors, (iv) the commencement by or against any Seller of a voluntary or involuntary proceeding under the Bankruptcy Code or any federal or state insolvency laws or laws for the composition of indebtedness or for the reorganization of debtors where any such involuntary proceeding has not been discharged within sixty (60) days, (v) the adjudication of any Seller as a bankrupt or insolvent, or (vi) the taking of any action by any Seller for the purpose of effecting any of the foregoing. In the event that any of the foregoing conditions precedent have not been satisfied as of the Closing due to comply with no fault of Buyer, Buyer shall have the covenants right to (i) terminate this Agreement upon which termination the Exxxxxx Money shall be returned to Buyer, Sellers shall pay to Buyer all of Buyer’s Closing Costs up to the Buyer’s Closing Cost Cap, and obligations neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein or (ii) consummate the sale of each Property with no abatement in Section 4.11 shall be deemed the Purchase Price. Notwithstanding the foregoing, if Escrow Agent has failed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company issue any Title Policy, Sellers shall have performed and compliedthe right to delay Closing for up to thirty (30) days to engage a title insurer of its choice, duly licensed in all material respectsthe applicable Property jurisdiction, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller issue a Title Policy in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There If Sellers can provide such Title Policy within such thirty (30)-day period, the parties shall not have occurred after proceed to Closing, subject to the date terms of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations following conditions must be satisfied not later than the Closing Date or such other period of the Buyer time as may be specified below and, as such, are conditions precedent to Buyer’s obligation to consummate the transactions transaction contemplated by this Agreement are subject to in accordance with the satisfaction or waiver by the Buyer, on or prior to the Closing Date, terms of each of the following conditionsthis Agreement: 6.2.1 Each of the Seller’s representations 6.1.1 Seller will have duly performed each and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified every agreement to be performed by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of some other specified date, in which case they shall be true and correct on and as of such specified date). 6.2.2 The Seller shall have performed and complied, hereunder in all material respects. 6.1.2 Seller will have delivered the items described in Section 5.1. 6.1.3 There shall exist no pending or threatened actions, suits, arbitrations, claims, proceedings, insolvency, or other proceedings pending or threatened against Seller by any third party that would materially and adversely affect the value of the Property or Seller’s ability to perform its obligations under this Agreement. 6.1.4 As of the Closing, Escrow Holder will issue, or will have irrevocably committed to issue, the Title Policy (along with endorsements reasonably requested by Buyer in accordance with the terms of this Agreement) to Buyer. 6.1.5 As of the Closing, Buyer has received written confirmation that economic development incentives described in the Incentive Agreement, all obligations and agreements required of which are acceptable to be performed and complied with by it on or prior to the Closing Date except that (i) the Buyer in its sole discretion, have been approved in final, non-appealable form. Buyer covenants and obligations agrees to timely apply for and pursue such incentives, and Seller agrees to cooperate with Buyer’s efforts to secure such incentives. 6.1.6 Buyer has obtained firm and binding written agreements in form and substance acceptable to Buyer for the utility connections and capacities described in the Incentive Agreement. 6.1.7 Seller and Buyer have reached agreement on any easement agreement or temporary construction agreement that may be necessary or appropriate to construct and/or operate the Project, if any. The conditions set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) this Section 6.1 are solely for purposes the benefit of this Section 6.2.2Buyer and may be waived only by Buyer. At all times, Seller’s commercially reasonable efforts Buyer has the right to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to waive any such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on condition. Such waiver or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall waivers must be in full force and effect and the legal, valid, binding and enforceable obligation of the writing to Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations satisfaction ------------------------------------------- of all of the Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver by the Buyer, following on or prior to the Closing Date, Date shall be deemed conditions precedent to the obligations of each Buyer hereunder: (a) All of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are of Seller and the factual statements contained therein shall be true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date as though made remade to Buyer on and as of such date. If the representations and warranties of Seller are not true and correct as of the Closing Date (except in all material respects as a result of events not caused by Seller occurring subsequent to the execution date as reflected in a Certificate of Seller and Seller should not have reasonably anticipated such event on the Execution Date, and if Buyer closes notwithstanding such changes, Buyer shall be deemed to have waived any rights to exercise its remedies following the Closing for such breach of Seller's warranties and representations. Except as provided above, if Buyer elects to close notwithstanding any changes in representations and warranties made or if any representations and warranties are not true as of some other specified datethe Closing, in which case they Buyer shall not be true deemed to have elected to waive the right to exercise remedies following the Closing for such breach of Seller's warranties and correct on and as of such specified date)representations. 6.2.2 The (b) Seller shall have performed and complied, in all material respects, complied with all of Seller's obligations and agreements required covenants. If Buyer elects to be performed and complied with by it on close notwithstanding that Seller has breached any of its obligations or prior to covenants, Buyer may nevertheless pursue its remedies following the Closing Date except that for such breaches. (ic) the covenants and obligations set forth in Sections 4.6 Seller shall have been performed and complied with in all respects and (ii) solely for purposes of this made the deliveries required under Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations11 below. 6.2.3 Each (d) The Title Company (for itself and as agent for the title insurance company issuing the owner's policy under the terms of the Seller and the Company Title Commitment) shall have performed and complied, in all material respects, either issued the required title policy with all obligations and agreements required requested endorsements or entered into a binding agreement (in a form approved by Buyer) to be performed and complied with by it on or prior issue the title policy to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller Buyer in accordance with its terms, except as may be limited by the Remedies ExceptionTitle Commitment. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 (e) There shall not have occurred after be no action, suit or proceeding which is pending against Seller before any court under the date bankruptcy or insolvency laws of this Agreement, a Material Adverse Effect, the United States or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectstate thereof. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer under this Agreement are, at the option of Buyer, subject to the following conditions precedent that must be satisfied (unless waived by Buyer in writing) at or before Closing or at or before such time as expressly set forth below: (a) The Regulatory Approvals shall have been made or obtained and shall remain in full force and effect, and all statutory waiting periods applicable to the transactions contemplated hereby shall have expired or terminated, and no such Regulatory Approval shall have resulted in the imposition of a Burdensome Regulatory Condition; (b) Seller shall have duly and timely performed its covenants and agreements herein on or prior to the Closing Date in all material respects; (c) Each of the representations and warranties of Seller contained or referred to in this Agreement shall be true and correct at the Closing as though made at the Closing (except to the extent such representations and warranties speak of an earlier date) without giving effect to any supplement to Seller’s Disclosure Schedule (except for supplements to the Seller’s Disclosure Schedule with respect to Schedule 2(a)(1), Schedule 2(a)(5), and Schedule 9(f) (as related to matters listed on the Final Loan Schedule that were not listed on the Draft Loan Schedule or as related to Additional Loans); (d) No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Legal Requirement or Order (whether temporary, preliminary or permanent) which is in effect and which prohibits or makes illegal, or materially impacts, the consummation of the transactions contemplated by this Agreement or materially alters the terms of this Agreement; (e) No Legal Proceedings shall have been instituted against Buyer or Seller where the determination of liability against such party would reasonably be expected to have a Material Adverse Effect or a material and adverse effect on the ability of such party to consummate the transactions contemplated by this Agreement are subject Agreement; (f) There shall have been delivered to the satisfaction or waiver by the BuyerBuyer a certificate confirming items (a)-(c) above, on or prior to dated as of the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case signed on the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of some other specified date, in which case they shall be true and correct on and as of such specified date). 6.2.2 The Seller shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date except that (i) the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each behalf of the Seller and by its President; (1) Buyer shall, at its discretion, have obtained a Phase I Environmental Site Assessment report ("Buyer’s Phase I Report"), which shall be at Buyer’s expense, prepared after the Company date hereof. Buyer shall have performed and compliedreport to Seller the results of the Buyer’s Phase I Report, together with any objections (an "Objection") to any matter that Buyer believes in all material respectsits reasonable discretion indicates the existence of a release or threatened release of Hazardous Substances at, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and Premises in violation of any Environmental Law. Buyer shall provide the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the report together with any Objections to Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred no later than 30 calendar days after the date of this Agreement. If Buyer raises any Objections, Seller and Buyer shall address such Objection as set forth in subsection 8(g)(2) below. If Buyer decides to forego obtaining Buyer’s Phase I Report as the result of an existing Phase I Environmental Site Assessment for the Premises, the Seller shall use commercially reasonable efforts to obtain from the preparer of such Phase I a Material Adverse Effectletter reasonably acceptable to Buyer allowing Buyer to rely on the findings and conclusions in such Phase I. (2) If Buyer discovers any Objections that would require further investigation or removal or remediation activities or corrective action, as determined by Buyer in its reasonable discretion, Buyer shall promptly give written notice thereof to Seller describing the Objection or Objections in detail, and Seller shall have the obligation to conduct such investigations, removal or remediation activities or corrective action to cure such Objection(s) prior to the Closing, if reasonably possible. If Seller is unable or unwilling to cure any such Objection to Buyer’s reasonable satisfaction, then in Buyer’s sole and absolute discretion, and upon written notice to Seller, such notice to be received by Seller no later than ten calendar days after Buyer is notified in writing of Seller’s inability or unwillingness to cure any such Objection: (a) Buyer shall receive title or a leasehold interest in the Premises or Branch Lease, respectively, in their then existing condition with a corresponding adjustment to Purchase Price that is mutually agreeable to both parties, if any, or any event (b) Buyer may terminate this Agreement, or development that could, individually or in (c) Seller shall keep title to the aggregate, reasonably be expected Premises related to result in such Objection(s) and Buyer may lease such Premises from Seller on terms mutually agreeable to both parties with a Material Adverse Effectcorresponding mutually agreeable adjustment to the Purchase Price. 6.2.6 Each of the Consents identified on Schedule 1.4.7 (h) All Title Objections shall have been obtained cured, waived by Buyer or become an Insured Exception, in each case, as contemplated by Section 14(o) and be the Title Policy with respect to the Newburgh Branch Premises and the leasehold Title Policy with respect to the Lxxxx Road Branch Premises shall have each been issued together with any endorsements ordered by Buyer; (i) Seller shall have delivered the closing deliverables set forth in full force and effectSection 6(a); and (j) There shall not have occurred any Material Adverse Effect after the date of this Agreement.

Conditions Precedent to Buyer’s Obligations. The Closing and all obligations of the Buyer pursuant to consummate the transactions contemplated by this Agreement are subject to shall be conditioned upon the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditionsfollowing: 6.2.1 Each of the Seller’s (a) All representations and warranties contained in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), Section 3 shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on as of the date of this Agreement and on and as of the Closing Date as though made on Date; (b) There shall have been no material change in the Practice Assets, Corporate Liabilities, financial condition or business of the Corporation from the date of this Agreement through the Closing Date; (c) Seller shall have executed and delivered to the Buyer the stock certificates pursuant to Section 1.3 of this Agreement; (d) Seller shall have performed all of his obligations under this Agreement required to be performed as of the Closing Date Date, including, but not limited to delivery of all documents set forth in Section 5.4; (except for representations and warranties made as of some other specified date, in which case they shall be true and correct on and as of such specified date). 6.2.2 The e) Seller shall have performed executed and complieddelivered to the Buyer originals of the Management Agreement, the Employment Agreement, the Stock Pledge and Escrow Agreement, the Noncompetition and Nonsolicitation Agreement and the Stock Restriction Agreement; (f) Any licenses required by law for the operation of the Corporation shall be in good standing and all material respects, regulatory requirements shall have been met in connection with all obligations the sale of the Shares to ensure the continued operation of the Corporation following the sale of the Shares; (g) Seller and agreements required the Corporation shall have caused to be performed and complied transferred to the Practice all of the assets listed on Schedule 5.1 attached hereto, including, without limitation, all Employee Benefit Plans (which plans must be transferred or terminated prior to the Closing); and (h) Buyer shall be satisfied with by it on or its "due diligence" review of the Corporation. In the event Buyer reasonably believes prior to the Closing Date except that any of the foregoing conditions is not satisfied, then Buyer shall notify Seller in writing and Seller shall cure such to the reasonable satisfaction of Buyer. If Seller does not cure in thirty (i30) the covenants days, then Buyer may, at its option, terminate this Agreement, in which event Buyer shall be relieved of all obligations hereunder, and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 Agreement shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants null, void and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on no force or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations Buyer’s obligation to pay the Purchase Price, and to accept title to the Property, shall be subject to compliance by Seller with the following conditions precedent on and as of the date of Closing: (a) Seller shall deliver to Buyer on or before the Closing the items set forth in Section 10 above; (b) Buyer shall receive from Escrow Agent or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner’s form of title insurance policy for the MOB Property and a current ALTA leasehold form of title insurance policy for the Parking Lot Property, or irrevocable and unconditional binder to consummate issue the transactions contemplated same, with extended coverage for the Real Property and the Improvements (including any beneficial easements) in the amount of the Purchase Price (or such lesser amount of the Purchase Price allocable to the Property), dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer’s indefeasible title in fee simple to the MOB Real Property and in the leasehold interest in the Parking Lot Property and the Improvements and otherwise in such form and with such endorsements as provided in the Title Commitment(s) approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions (the “Title Policy”); (c) Tenant shall be in possession of the premises demised under the Lease, open for business to the public and paying full and unabated rent under the Lease, and shall not have assigned the Lease or sublet the MOB Property (except as set forth in Schedule 11(g)); (d) The representations and warranties of Seller contained in this Agreement shall have been true when made and shall be true in all material respects at and as of the date of Closing as if such representations and warranties were made at and as of the Closing, and Seller shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement are subject to be performed or complied with by Seller prior to or at the satisfaction or Closing; and (e) Seller shall have delivered to Buyer a written waiver by any party of any right of first refusal, right of first offer or other purchase option that such party has to purchase the BuyerProperty from Seller. In the event the conditions precedent set forth above in Section 13(b), (c) and/or (e) have not been satisfied at Closing, Buyer may, in its sole discretion, elect to: (i) either terminate this Agreement in its entirety by delivering notice to Seller on or prior to before the Closing Date, in which case, Escrow Agent shall refund the Xxxxxxx Money to Buyer, and neither party shall have any further rights or obligations hereunder expect as expressly provided herein, or (ii) waive such non-satisfaction of each of such condition(s) precedent and proceed to close the following conditions: 6.2.1 Each of transaction contemplated by this Agreement. In the Seller’s representations and warranties event the conditions precedent set forth above in this Agreement are true and correct Section 13(a) and/or (d) have not been satisfied at Closing, Buyer may, in all material respects (except for its sole discretion, elect to: (i) representations either terminate this Agreement in its entirety by delivering notice to Seller on or warranties qualified by materialitybefore the Closing Date, Material Adverse Effect in which case, Escrow Agent shall refund the Xxxxxxx Money to Buyer, and neither party shall have any further rights or similar qualifier (including through the use of any defined term containing any such qualifier) and obligations hereunder expect as expressly provided herein, (ii) proceed to enforce its rights or remedies set forth in Section 9(b) of this Agreement, or (iii) waive such non-satisfaction of such condition(s) precedent and proceed to close the Fundamental Representations made transaction contemplated by the this Agreement; provided, however that if a failure of a representation or warranty occurs due to a change in facts or circumstances beyond Seller’s control, which in each case of the foregoing clauses Buyer shall only be entitled to elect between (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of some other specified date, in which case they shall be true and correct on and as of such specified date)iii) above. 6.2.2 The Seller shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date except that (i) the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations obligation of the Buyer to consummate purchase the transactions contemplated by this Agreement are BREP JV Interest and pay the Purchase Price to Seller is subject to the satisfaction (or waiver by the Buyer, on or prior to ) as of the Closing Date, of each of the following conditions: 6.2.1 (a) Each of the Seller’s representations and warranties made by Seller in this Agreement are shall be true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations when made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date Date; (except for representations and warranties made as of some other specified date, in which case they shall be true and correct on and as of such specified date). 6.2.2 The b) Seller shall have performed and complied, or complied in all material respects, respects with all obligations each obligation and agreements covenant required by this Agreement to be performed and or complied with by it Seller on or prior to before the Closing; (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any governmental authority of competent jurisdiction shall be in effect as of the Closing Date except that which restrains or prohibits the transfer of the applicable BREP JV Interest or the consummation of any other transaction contemplated hereby; (d) No action, suit or other proceeding shall be pending which shall have been brought by any person or entity (other than the parties hereto and their affiliates) (i) to restrain, prohibit or change in any material respect the covenants purchase and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and sale of the BREP JV Interest or the consummation of any other transaction contemplated hereby or (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 seeking material damages with respect to such covenants purchase and obligations.sale or any other transaction contemplated hereby; 6.2.3 Each (e) Title to the Properties shall be held by each applicable Company in the manner required under Section 8.1; (f) The Title Company shall be irrevocably committed to issue the Xxxxx Title Policy as of the Seller and the Company Closing Date; (g) Buyer shall have performed and complied, in received all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document documents required to be delivered by it to the Seller under Article VI; (h) Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have received the Required Tenant Estoppels and the Required REA Estoppels; (i) The TPL Assumption Consents have been obtained and be in full force and effectobtained; and (j) Buyer shall have received the TPL Estoppel from the Westshore Lender.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer’s obligation to pay the Buyer Purchase Price, and to consummate the transactions contemplated by this Agreement are subject accept title to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii)Property, shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on compliance by Seller with the date of this Agreement and following conditions precedent on and as of the date of Closing: (a) Seller shall deliver to Buyer on or before the Closing Date the items set forth in Section 10 above; (b) Buyer shall receive from Escrow Agent or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner’s form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Real Property in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer’s good and marketable title in fee simple to the Real Property and otherwise in such form and with such endorsements as though provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions (the “Title Policy”); (c) Buyer shall have received a valid and permanent final certificate of occupancy (or the equivalent thereof) for the Property which shall not contain any contingencies or require any additional work to be completed; (d) Tenant shall be in possession of the premises demised under the Lease, and paying full and unabated rent under the Leases and Tenant shall not have assigned or sublet the Property; (e) The representations and warranties of Seller contained in this Agreement shall have been true when made on and shall be true in all material respects at and as of the date of Closing Date (except for as if such representations and warranties were made as of some other specified date, in which case they shall be true and correct on at and as of such specified date). 6.2.2 The the Closing, and Seller shall have performed and complied, complied in all material respects, respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed and or complied with by it on or Seller prior to or at the Closing Date except that Closing; (if) the covenants and obligations set forth in Sections 4.6 Seller shall have been performed delivered to Buyer a written waiver by Tenant of any right of first refusal, right of first offer or other purchase option that Tenant has pursuant to the Lease to purchase the Property from Seller; (g) Seller shall have made all contributions, payments and/or reimbursements and complied with completed any and all work required by any governmental authority in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply connection with the covenants construction and obligations development of the Property, including, without limitation, as required by any variance or site plan approval. In the event that the foregoing conditions precedent have not been satisfied as of Closing, Buyer shall have the rights and remedies set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date 9(b) of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer under this Agreement are, at the Buyer option of Buyer, subject to consummate the following conditions precedent (also the “Conditions Precedent”) that at or before Closing: (a) this Agreement and the transactions contemplated hereunder shall have been approved by this Agreement are subject all necessary state and federal regulatory agencies, all conditions to such approval shall have been satisfied or waived and all statutory waiting periods shall have expired; (b) there shall have been no breach by Seller in the satisfaction or waiver by the Buyerperformance of any of its covenants herein, on or prior to the Closing Date, of and each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties of Seller contained or referred to in this Agreement are shall be true and correct in all material respects at the Closing as though made at the Closing; (except for (ic) representations or warranties qualified by materialitythere shall have not been, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on between the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of some other specified date, in which case they shall be true and correct on and as of such specified date).Date: 6.2.2 The Seller shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date except that (i) any material adverse change in the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and business or condition, financial or otherwise, of the Rhinelander Branch; (ii) solely for purposes of this Section 6.2.2any loss, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 taking, condemnation, destruction or physical damage, whether or not insured with respect to such covenants and obligations.the Premises; or 6.2.3 Each (iii) any adverse federal, state or local legislative or regulatory change affecting in any material respect the business of the Seller and Rhinelander Branch; (d) no order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with consummation of the transactions contemplated by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon this Agreement shall be in full force effect; (e) no statute, rule, regulation, order, injunction, or decree shall have been enacted, entered, promulgated or enforced by any governmental entity that prohibits, restricts or makes illegal consummation of the transactions contemplated by this Agreement; (f) the data conversion shall be scheduled with the data processing provider of each of Seller and effect Buyer to be completed over the weekend of the Closing Date; and (g) Seller shall have delivered to Buyer a list and the legal, valid, binding and enforceable obligation description of each of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required ’s policies of insurance relating to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each and all of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effectAssets.

Conditions Precedent to Buyer’s Obligations. The obligations of the Buyer to consummate the transactions contemplated by under this Agreement are subject to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, Buyer of each of the following conditionsconditions or requirements on or before the Closing Date: 6.2.1 Each of the (a) Seller’s 's warranties and representations and warranties in under this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date as though made on Date, and as of the Closing Date (except for representations and warranties made as of some other specified date, Seller shall not be in which case they shall be true and correct on and as of such specified date)default hereunder. 6.2.2 The (b) All obligations of Seller contained in this Agreement, shall have been fully performed and complied, in all material respectsrespects and Seller shall not be in default under any covenant, with all obligations and agreements required to be performed and complied with by it on restriction, right-of-way or prior to easement affecting the Closing Date except that Property. (ic) the covenants and obligations set forth in Sections 4.6 There shall have been performed no material adverse change in the Property, its operations or future prospects, the Leases or the financial condition of tenants leasing space in the Property. (d) A Title Insurance Commitment in the full amount of the Purchase Price shall have been issued and complied with in all respects "marked down" through Closing, subject only to Permitted Exceptions. (e) The physical and (ii) solely for purposes environmental condition of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 Property shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after unchanged from the date of this Agreement, a Material Adverse Effectordinary wear and tear excepted. (f) Seller shall have delivered to Buyer the following in form reasonably satisfactory to Buyer: (1) A special warranty deed or deeds in proper form for recording, duly executed and acknowledged so as to convey to Buyer the entire fee simple title to the Property, subject only to the Permitted Exceptions; (2) Originals, if available, or any event or development that couldif not, individually or true copies of the Leases and of the contracts, agreements, permits and licenses, and such Materials as may be in the aggregatepossession or control of Seller; (3) A blanket assignment to Buyer of all Leases and Contracts, including an indemnity against breach of such instruments by Seller prior to the Closing Date; (4) A bill of sale with respect tx xxe Personal Property and Materials; (5) A current rent roll for all Leases in effect showing no changes from the rent roll attached to this Agreement other than those set forth in the Leases or approved in writing by Buyer; (6) All Tenant Estoppel Letters obtained by Seller, which must include Food Lion, Kerr Drugs, True Value Harxxxxe, Sushi House Yama and Video Plaza and eighty percent (80%) of the other tenants who have signed leases for any portion of the Property, without any material exceptions, covenants, or changes to the form approved by Buyer and distributed to the tenants by Seller, the substance of which Tenant Estoppel Letters must be acceptable to Buyer in all respects; (7) A general assignment of all assignable existing warranties relating to the Property; (8) An owner's affidavit, non-foreign affidavits, non-tax withholding certificates and such other documents as may reasonably be expected required by Buyer or its counsel in order to result effectuate the provisions of this Agreement and the transactions contemplated herein; (9) The originals or copies of any real and tangible personal property tax bills for the Property for the tax year of Closing and the previous year, and, if requested, the originals or copies of any current water, sewer and utility bills which are in a Material Adverse Effect.Seller's custody or control; 6.2.6 Each (10) Resolutions of Seller authorizing the transactions described herein; (11) All keys and other means of access to the Improvements in the possession of Seller or its agents; (12) Materials; and (13) Such other documents as Buyer may reasonably request to effect the transactions contemplated by this Agreement. In the event that all of the Consents identified on Schedule 1.4.7 foregoing provisions of this Section 8.1 are not satisfied and Buyer elects in writing to terminate this Agreement, then the Earnest Money Deposit shaxx xx xromptly delivered to Buyer by Escrow Agent and, upon the making of such delivery, neither party shall have been obtained and be any further claim against the other by reasons of this Agreement, except as provided in full force and effectArticle 9.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer’s obligation to pay the Buyer Purchase Price, and to consummate the transactions contemplated by this Agreement are subject accept title to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii)Property, shall be true and correct in all respects subject to any such qualifiers contained therein), in compliance by Seller with the following conditions precedent with respect to each case on the date of this Agreement and Property on and as of the date of Closing: (a) Seller shall deliver to Buyer on or before the Closing Date the items set forth in Section 10 above; (b) Buyer shall receive from Escrow Agent or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner’s form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Real Property in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer’s good and marketable title in fee simple to the Real Property and otherwise in such form and with such endorsements as though provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions (the “Title Policy”); (c) Buyer shall have received a valid and permanent final certificate of occupancy (or the equivalent thereof) for the Property which shall not contain any contingencies or require any additional work to be completed; (d) With the exception of the New Tenants, each Tenant shall be in possession of the premises demised under its respective Lease, open for business to the public and paying full and unabated rent under such Lease and no Tenant shall have assigned its Lease or sublet the Property; (e) The representations and warranties of Seller contained in this Agreement shall have been true when made on and shall be true in all material respects at and as of the date of Closing Date (except for as if such representations and warranties were made as of some other specified date, in which case they shall be true and correct on at and as of such specified date). 6.2.2 The the Closing, and Seller shall have performed and complied, complied in all material respects, respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed and or complied with by it on or Seller prior to or at the Closing; (f) Seller shall have delivered to Buyer a written waiver by each applicable party of any right of first refusal, right of first offer or other purchase option that such party has to purchase the Property, or any part thereof, from Seller; (g) Lender shall have given approval of the Loan Assumption on the terms described in Section 3(b) hereof; and (h) Seller shall have made all contributions, payments and/or reimbursements and completed any and all work required by any governmental authority in connection with the construction and development of the Property, including, without limitation, as required by any variance or site plan approval. In the event that any of the foregoing condition precedent have not been satisfied as of the Closing Date except that (i) the covenants and obligations set forth in Sections 4.6 Date, Buyer shall have been performed and complied with in all respects and the right terminate this Agreement by delivering written notice thereof to Seller no later than the date which is fifteen (ii15) solely for purposes of this Section 6.2.2days after the Closing Date, Seller’s commercially reasonable efforts to comply with upon which termination the covenants and obligations set forth in Section 4.11 Exxxxxx Money shall be deemed refunded to fully satisfy the condition in this Section 6.2.2 Buyer, and with respect to such covenants and obligations. 6.2.3 Each a failure under Sections (a), (e) or (f) above, Seller shall pay to Buyer upon receipt of reasonable documentary evidence of all of the out-of-pocket costs and expenses actually incurred by Buyer in connection with this Agreement up to $50,000.00, which return and payment shall operate to terminate this Agreement and release Seller and the Company shall have performed Buyer from any and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its termsliability hereunder, except as may be limited by those which are specifically stated herein to survive any termination hereof. Notwithstanding the Remedies Exception. 6.2.4 Each foregoing sentence, Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or be obligated to pay Buyer’s out-of-pocket costs and expenses in the aggregate, reasonably be expected event Buyer terminates the Agreement for Seller’s failure to result in a Material Adverse Effectdeliver the Estoppel Certificates or SNDAs required under Section 6. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations obligation of the Buyer to consummate purchase and pay for the transactions contemplated by this Agreement are Assets on the Closing Date is subject to the satisfaction (or waiver by the Buyer, on or prior to Xxxxx) as of the Closing Date, of each Date of the following conditions: 6.2.1 (a) Each of the Seller’s representations and warranties made by Seller in this Agreement are shall be true and correct when made and true and correct in all material respects (except for (i) representations or warranties qualified by materialityunless already subject to a materiality qualifier, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, in which in each case of the foregoing clauses (i) and (ii), it shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and respects) on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except for representations and warranties unless such representation or warranty is expressly made as to matters only as of some other specified a specific date, in which case they it shall be true and correct on and as of such specified date). 6.2.2 The (b) Seller shall have performed and complied, or complied in all material respects, respects with all obligations each obligation and agreements covenant required by this Agreement to be performed and or complied with by it Seller on or prior to before the Closing Date. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing Date except that which prohibits the transfer of the Assets. (id) Fee simple title to the covenants Property shall be vested in Seller (and obligations set forth in Sections 4.6 at the Closing shall be conveyed to Buyer) subject only to the Permitted Exceptions and the Title Company shall be unconditionally and irrevocably committed to issue the Title Policy to Buyer subject only to the payment of the applicable premium. (e) Buyer shall have been performed and complied with in received all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document documents required to be delivered by it to the Buyer Seller under this AgreementSection 7.2. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or If any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified above conditions precedent are not satisfied on Schedule 1.4.7 or prior to Closing then, subject to Xxxxx’s right under Article XIV, Buyer shall have been obtained the right to waive such failed condition or terminate this Agreement and be receive a refund of the Xxxxxxx Money, in full force and effectwhich event neither party shall have any obligations hereunder other than those that expressly survive such termination.

Conditions Precedent to Buyer’s Obligations. The obligations of the Buyer Buyers to consummate the transactions contemplated by this Agreement hereby are subject to the satisfaction (or waiver by the Buyer, on written waiver) at or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s (a) The representations and warranties of the Company contained in this Agreement are Section 5 and in any writing delivered pursuant hereto shall be true and correct in all material respects when made and at and as of the time of the Closing; (except b) All governmental filings, authorizations and approvals that are required to be made or obtained by the Company for the consummation of the transactions contemplated hereby will have been duly made and obtained on terms reasonably satisfactory to Buyers and no action, suit, investigation or proceeding shall be pending or threatened before any court or Governmental Agency to restrain, prohibit, collect damages as a result of or otherwise challenge this Agreement or any Related Document or any transaction contemplated hereby or thereby; (c) All acts or covenants required hereunder to be performed by the Company prior to the Closing shall have been performed by it in all material respects; (d) The Company shall have received all consents and waivers by third parties that are required for the issuance of the Series C Preferred or the consummation of the transactions contemplated hereby on terms reasonably satisfactory to Buyers (including (i) representations waivers of all shareholders' contractual or warranties qualified by materialityother preemptive and similar rights, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) any consents required in order that the Fundamental Representations made by transactions contemplated hereby do not constitute a breach of, a default under, or a termination or modification of any material agreement to which the Seller, Company is a party or to which in each case any portion of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as property of the Closing Date as though made on and as Company is subject); (e) Since June 30, 2000, there will have been no change, circumstance or event which has had or which could reasonably be expected to have a Material Adverse Effect; (f) The Company's Articles of Incorporation (the Closing Date (except for representations and warranties made as "Articles of some other specified date, in which case they shall be true and correct on and as of such specified date). 6.2.2 The Seller shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date except that (iIncorporation") the covenants and obligations set forth in Sections 4.6 shall have been performed amended substantially in the form of Annex 2 attached hereto to reflect the terms of and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with authorize the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each issuance of the Seller and Series C Preferred (the Company shall have performed and complied"Amended Articles of Incorporation"), in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and under the legal, valid, binding and enforceable obligation laws of Nebraska as of the Seller, enforceable against the Seller in accordance with its terms, except Closing Date as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There so amended and shall not have occurred after the date of this Agreement, a Material Adverse Effect, been further amended or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.modified; 6.2.6 Each of the Consents identified on Schedule 1.4.7 (g) The Company and each other party thereto shall have been obtained executed and be delivered the Registration Rights Agreement and Stockholders Agreement each in full force form and effect.substance reasonably acceptable to Buyers;

Conditions Precedent to Buyer’s Obligations. The obligations Buyer’s obligation to pay the Purchase Price, and to accept title to the Property, shall be subject to compliance by Seller with the following conditions precedent on and as of the Closing Date: Seller shall deliver to Buyer to consummate on or before the transactions contemplated Closing the items set forth in Section 10(a) above; Buyer shall receive from Escrow Agent or any other title insurer approved by this Agreement are subject to the satisfaction or waiver Buyer in its judgment and discretion, a current owner’s form of title insurance policy promulgated by the BuyerState of Oklahoma, on or prior an irrevocable and unconditional binder to issue the same, with extended coverage for the Land and Buildings in the amount of the Purchase Price, dated, or updated to, the Closing Date, of each of insuring, or committing to insure, at its ordinary premium rates, Buyer’s good and merchantable title in fee simple to the following conditions: 6.2.1 Each of Land and Building(s) and otherwise in such form and with such endorsements as provided in the Seller’s title commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions (the “Title Policy”); The representations and warranties of Seller contained in this Agreement are shall have been true when made and correct shall be true in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on at and as of the Closing Date as though if such representations and warranties were made on and as of the Closing Date (except for representations subject to the provisions of Section 11(b)), and warranties made as of some other specified date, in which case they shall be true and correct on and as of such specified date). 6.2.2 The Seller shall have performed and complied, complied in all material respects, respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed and or complied with by it on or Seller prior to or at the Closing Date except that Closing; and Within three (i3) the covenants days prior to Closing, and obligations set forth in Sections 4.6 at a reasonable time approved by Seller, Buyer shall have the right to walk through the Property to determine that the foregoing conditions have been performed satisfied. In the event that the foregoing conditions precedent have not been satisfied as of Closing, Buyer shall have the rights and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations remedies set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied9(b)(i), in all material respects, with all obligations and agreements required to be performed and complied with by it on (ii) or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date (iv) of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer's obligation to pay the Buyer Purchase Price, and to consummate accept title to the transactions contemplated by this Agreement are Property, shall be subject to the compliance with or satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and conditions precedent on and as of the date of Closing: (a) Seller shall deliver to Buyer on or before the Closing Date the items set forth in Section 10 above; (b) Buyer shall receive from Escrow Agent or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner's form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Real Property in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer's good title in fee simple to the Real Property subject only to the Permitted Exceptions (the “Title Policy”); (c) Tenant shall be in possession of the premises demised under the Lease, open for business to the public and paying full and unabated rent under the Leases and Tenant shall not have assigned or sublet the Property; (d) Buyer shall have received a Second Amendment to the Lease substantially in the form attached hereto as though Exhibit I; (e) Buyer shall have received an original Tenant Estoppel Certificate dated no earlier than 30 days prior to the date of Closing. In addition, the business terms of the Tenant Estoppel Certificate must be in accordance with and not contradict the Lease; and (f) The representations and warranties of Seller contained in this Agreement shall have been true when made on and shall be true in all material respects at and as of the date of Closing Date (except for as if such representations and warranties were made as of some other specified date, in which case they shall be true and correct on at and as of such specified date). 6.2.2 The the Closing, and Seller shall have performed and complied, complied in all material respects, respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed and or complied with by it on or Seller prior to or at the Closing Date except Closing. In the event that (i) the covenants and obligations set forth in Sections 4.6 foregoing conditions precedent have not been satisfied as of Closing, Buyer shall have been performed the rights and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations remedies set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date 9(b) of this Agreement, a Material Adverse Effectprovided however that, notwithstanding anything else to the contrary, in no event shall Seller be deemed to be in default under this Agreement or any event or development that could, individually or with respect to its obligations hereunder in the aggregate, reasonably be expected to result in a Material Adverse Effectevent condition 13(b) or 13(d) is not satisfied as of Closing. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer’s obligation to pay the Buyer Purchase Price, and to consummate the transactions contemplated by this Agreement are subject accept title to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii)Property, shall be true and correct in all respects subject to any compliance by Seller or Affiliate, as the case may be, with the following conditions precedent for such qualifiers contained therein), in each case on the date of this Agreement and Property on and as of the date of Closing: (a) Seller shall deliver to Buyer or Escrow Agent on or before the Closing Date the items required to be delivered by Seller as though set forth in Section 10 above; (b) Buyer shall receive from Escrow Agent or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner’s form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Real Property in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer’s good and marketable title in fee simple to the Real Property and otherwise in such form and with such endorsements as provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions (the “Title Policy”); (c) Buyer shall have received a valid and permanent final certificate of occupancy (or the equivalent thereof) for the Property; (d) Tenant shall be in possession of the premises demised under the Leases, open for business to the public and paying full and unabated rent under the Leases and Tenant shall not have assigned or sublet any of the Property; (e) The representations and warranties of Seller contained in this Agreement shall have been true in all material respects when made on and shall be true in all material respects at and as of the date of Closing Date (except for as if such representations and warranties were made as of some other specified date, in which case they shall be true and correct on at and as of such specified date). 6.2.2 The the Closing, and Seller shall have performed and complied, complied in all material respects, respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed and or complied with by it on or Seller prior to or at the Closing Date except that Closing; (if) the covenants and obligations set forth in Sections 4.6 Seller shall have been performed delivered to Buyer a written waiver by Tenant of any right of first refusal, right of first offer or other purchase option that Tenant has pursuant to the Leases to purchase the Property from Seller; and (g) Seller shall have made all contributions, payments and/or reimbursements and complied with completed any and all work required by any governmental authority in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply connection with the covenants construction and obligations development of the Property, including, without limitation, as required by any variance or site plan approval. In the event that the foregoing conditions precedent have not been satisfied as of Closing, Buyer shall have the rights and remedies set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date 9(b) of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations of the Buyer to consummate the transactions contemplated by under this Agreement are subject to the satisfaction or waiver by the Buyerfulfillment, on or prior to or on the Closing Date, of each of the following conditions, any one or more of which Buyer may in its sole discretion waive in whole or in part: 6.2.1 Each of (a) Buyer shall not have discovered any material error, misstatement or omission in the Seller’s representations and warranties made herein by Seller. (b) The representations and warranties of Seller contained in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject deemed to any such qualifiers contained therein), in each case on the date of this Agreement and on have been made again at and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of some other specified date, in which case they shall then be true in all material respects and correct on and as of such specified date). 6.2.2 The Seller shall have performed and complied, in all material respects, complied with all obligations of the terms, agreements, covenants and agreements conditions required by this Agreement to be performed and complied with by it on or Seller prior to or on the Closing Date except that Date. (ic) the covenants and obligations set forth in Sections 4.6 No suit, action or other proceeding shall have been performed instituted or threatened before any court or other governmental body or by any public authority to restrain or prohibit the consummation of the transactions contemplated herein or to obtain damages or other relief in connection with this Agreement, and complied with on or before the Closing Date, any public authority that is required or requested to rule upon any transactions contemplated herein shall have so ruled favorably in all respects and (ii) solely for purposes of this Section 6.2.2writing. No claim, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 action, suit or other proceeding shall be deemed to fully satisfy pending against Buyer or against Seller which, if adversely determined, would prevent or hinder the condition consummation of the transactions contemplated hereby or result in this Section 6.2.2 with respect to the payment of damages as a result of such covenants and obligationstransactions. 6.2.3 Each (d) Seller shall have obtained all consents of third parties and Governmental Agencies and all licenses, permits and governmental approvals necessary or appropriate to permit the valid and effective sale, assignment, transfer and conveyance of the Assets to Buyer. (e) The validity and adequacy of all proceedings of Seller in authorizing and approving this Agreement and the Company agreements, documents and instruments contemplated hereby shall have performed been approved by Buyer and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exceptioncounsel for Buyer. 6.2.4 Each Seller Party (f) Buyer shall have delivered each document required received the items to be delivered at Closing by it Seller pursuant to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date terms of this Agreement, including pursuant to Section 3.3 of this Agreement. (g) Buyer, using best efforts, shall cause to be taken, and to do or cause to be done, all things necessary, proper or advisable and consistent with applicable law and this Agreement, so that it shall have acquired, on or before September 29, 2006, rights to purchase turbines of reasonably sufficient quality and quantity for Buyer to complete construction of the Project. (h) Buyer shall have confirmed on or before September 29, 2006, that, without regard to possible locational marginal pricing differentials, transmission service from the Midwest Independent Transmission System Operator, Inc., a Material Adverse Effectnon-profit, non-stock corporation organized and existing under the laws of the State of Delaware or its successor organization, is available for Buyer to transmit power from the Project to Buyer's service territory. (i) Since the date hereof, there shall have occurred no material adverse change, or condition or occurrence of any event or development that could, individually or in the aggregate, which would reasonably be expected to result in a Material Adverse Effectany such change, in the condition (financial or otherwise) of the Assets, the Site or the Project. 6.2.6 Each of the Consents identified on Schedule 1.4.7 (j) On or before closing Seller shall have been obtained all Governmental Approvals pursuant to Section 1.1.3 of this Agreement. In the event the foregoing conditions are not satisfied or waived by Buyer prior to the Closing, Buyer shall have the right to terminate this Agreement and, in the event of such termination, Seller and Buyer shall be in full force and effectrelieved of all obligations hereunder.

Conditions Precedent to Buyer’s Obligations. The obligations Section 9.1 Unless all of the following conditions are satisfied in full at the Closing or shall have been waived by Buyer, Buyer shall not be obligated to consummate purchase the Shares, or any of them, and shall not otherwise be obligated to effect any of the transactions contemplated by this Agreement are subject to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditionsAgreement: 6.2.1 (a) Each of the Seller’s representations and warranties made by Seller in this Agreement are shall be true and correct in all material respects (except for (i) representations or warranties where the representation and warranty is already qualified by as to materiality, Material Adverse Effect or similar qualifier (including through in which case the use of any defined term containing any such qualifier) representation and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), warranty as so qualified shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on respects) as of the date of this Agreement and on and as of the Closing Date Date, as though if each were again made on at such time; (b) Seller has performed or observed in all material respects each of the agreements and covenants contained herein to be performed or observed by it prior to the Closing (except where the agreement or covenant is already qualified as to materiality, in which case the agreement or covenant as so qualified shall be observed or performed in all respects); (c) There shall not have been any surrender, revocation, restriction, modification, suspension or cancellation of any of the Permits held by the Company or any of the Subsidiaries as of the date of this Agreement which is material to the business or operations of Company and the Subsidiaries, taken as a whole, or the commencement or existence of any proceeding to suspend, revoke, restrict, modify or cancel any such Permit; (d) In each instance in which such consent is required under any material Contract (excluding the Producer Agreements) to which Seller, Company or any of the Subsidiaries is subject or bound, Seller, Company or such Subsidiary (as applicable) shall have secured the written consent of the other contracting party to the sale, and the transfer of title and ownership of, the Shares to Buyer, as herein provided; (e) No claim, investigation, proceeding or litigation, either administrative or judicial, shall be commenced or pending against Seller, Buyer, Company or any of the Subsidiaries (i) for the purpose of enjoining, delaying or preventing the consummation of the transactions contemplated by this Agreement, (ii) which alleges that this Agreement, or the consummation of the transactions contemplated hereby, is improper or illegal, or (iii) which, if decided adversely, might affect the right of Buyer to purchase or retain the Shares, or to continue to conduct the businesses of the Subsidiaries as currently conducted or might otherwise have a Material Adverse Effect; (f) Seller shall have made all of the deliveries required to be made by it at Closing; (g) There shall have been furnished to Buyer a Certificate, dated as of the Closing Date (except for representations and warranties made as of some other specified dateDate, in which case they shall be true and correct on and as of such specified date). 6.2.2 The signed by Seller shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date except effect that (i) all of the covenants and obligations conditions set forth in Sections 4.6 shall have been performed and complied with in all respects Subsections 9.1(a), (b), (c), (d) and (iif) solely for purposes hereof and, to the best knowledge and belief of this Seller, the conditions set forth at Subsection 9.1(e) hereof, has been satisfied or waived by Buyer. Section 6.2.2, Seller’s commercially reasonable efforts to comply with the 9.2 Seller hereby covenants and obligations agrees to use all reasonable effort to cause each of the conditions precedent set forth in at Section 4.11 shall 9.1 hereof to be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each satisfied as of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exceptiondate scheduled for Closing. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to satisfaction of the satisfaction following conditions at or waiver before the Closing Date and may be waived only in writing by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of 11.1 the Seller’s representations and warranties set forth in this Agreement are Section 8 shall be true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on at and as of the Closing Date as though made on and as of Date; 11.2 the Closing Date (except for representations and warranties made as of some other specified date, in which case they shall be true and correct on and as of such specified date). 6.2.2 The Seller shall have performed and complied, complied with all of its covenants hereunder in all material respectsrespects through the Closing; 11.3 the Buyer shall have received from the Seller a signed counterpart of the Xxxx of Sale and Assignment Agreement in the form attached as Exhibit B conveying to Buyer all personal property to be acquired by Buyer pursuant to this Agreement and providing for the assignment to Buyer of the contract rights, with and all obligations other intangible personal property included in the Purchased Assets; 11.4 the Seller shall have delivered to Buyer a complete set of all complete and agreements partial copies of the Acquired Assets in all forms (including, without limitation, source code and object code for software components); 11.5 all instruments and other documents required to effect the transactions contemplated hereby will be performed reasonably satisfactory in form and complied with by it on or prior substance to the Buyer; 11.6 on the Closing Date except that (i) Date, no order of any court or administrative agency shall be in effect which restrains, preliminarily or otherwise, or prohibits the covenants and obligations set forth in Sections 4.6 transactions contemplated by this Agreement. 11.7 the Seller shall have been performed and complied with delivered to the Escrow Holder a copy of the Source Code to hold in all respects and (ii) solely for purposes escrow pursuant to the terms of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations7 above. 6.2.3 Each 11.8 the Buyer must have received a certificate from an officer of the Seller certifying that an attached copy of the resolutions of the Board of Directors of the Seller approving this Agreement and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation Seller's performance of the Sellertransactions it contemplates are true, enforceable against the Seller in accordance with its termscomplete, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreementand correct, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be remain unamended and in full force and effect.;

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer’s obligation to pay the Buyer Purchase Price, and to consummate the transactions contemplated by this Agreement are subject accept title to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii)Properties, shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on compliance by Sellers with the date of this Agreement and following conditions precedent on and as of the date of Closing: (a) Sellers shall deliver to Buyer on or before the Closing Date the items set forth in Section 10 above; (b) Provided Buyer has paid all charges due from Buyer in connection therewith, Buyer shall receive from Escrow Agent or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner’s or leasehold form of title insurance policy, or irrevocable and unconditional binder to issue the same, for each Property, with extended coverage for the applicable Property in the amount of the Purchase Price allocated thereto, dated, or updated to, the date of the Closing, insuring, or committing to insure, Buyer’s title in the leasehold estate, fee simple estate, or condominium interest, as though applicable, in the Property and otherwise in such form and with such endorsements as provided in the title commitment approved by (or deemed approved by) Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions (the “Title Policies” and each, a “Title Policy”); (c) Each Tenant shall be in possession of a substantial portion of the premises demised under its Lease and paying full and unabated rent under such Lease and no Tenant shall have assigned its Lease or sublet the Property, except as permitted in its Lease; (d) The representations and warranties of Sellers contained in this Agreement shall have been true when made on and shall be true in all material respects at and as of the date of Closing Date (except for as if such representations and warranties were made as of some other specified date, in which case they shall be true and correct on at and as of such specified date). 6.2.2 The Seller the Closing, and Sellers shall have performed and complied, complied in all material respects, respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed and or complied with by it on or Sellers prior to or at the Closing; (e) Sellers shall have delivered to Buyer a written waiver by the Tenants, Ground Lessors, and the condominium association for the Condo Properties of any right of first refusal, right of first offer or other purchase option such parties may have pursuant to the Leases, the Ground Leases, or the Condo Documents, as applicable, to purchase any Seller’s interest in the Property from Seller; (f) Lender shall have given approval of the Loan Assumption on the terms described in Section 3(b) hereof; and (g) If required under the terms of any Ground Lease, the Ground Lessor shall have consented in writing to the Seller’s assignment of the Ground Lease to Buyer. In the event that any of the foregoing conditions precedent have not been satisfied or waived by Buyer as of Closing Date except that (i) the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to any one or more Properties, as such covenants date may be extended pursuant to the terms hereof, Buyer shall have the right to terminate this Agreement with respect to (but only with respect to) the affected Property or Properties, upon which termination the Purchase Price and obligations. 6.2.3 Each Exxxxxx Money shall be prorated as provided in Section 3(a) above, and the portion of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior Exxxxxx Money applicable to the Closing Date under the Midcon Agreement; and the Midcon Agreement affected Properties shall be in full force refunded to Buyer, and effect and the legalwith respect to a failure under Sections (a), valid(d) or (e) above, binding and enforceable obligation Sellers shall pay to Buyer upon receipt of reasonable documentary evidence of all of the Seller, enforceable against the Seller out-of-pocket costs and expenses actually incurred by Buyer in accordance connection with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effectnot to exceed $15,000 with respect to each affected Property, or which return and payment shall operate to terminate this Agreement and release Sellers and Buyer from any event or development that couldand all liability hereunder, individually or in the aggregate, reasonably be expected except those which are specifically stated herein to result in a Material Adverse Effectsurvive any termination hereof. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement are hereby on the Closing Date is, at the option of Buyer, subject to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, of each of the following conditions: 6.2.1 (a) Each of the Seller’s representations and warranties of Seller contained in this Agreement are Section 5 hereof shall be true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date with the same force and effect as though the same had been made on and as of the Closing Date (except for that representations and warranties that are made as of some other specified date, in which case they shall a specific date need to be true and correct on and in all material respects only as of such specified date). 6.2.2 The (b) Seller shall have performed and complied, in all material respects, with all obligations the covenants and agreements provisions in this Agreement required to be performed and or complied with by it on or prior between the date hereof and the Closing Date. (c) Seller shall have obtained all required consents to the Closing Date except that (i) the covenants and obligations transactions contemplated hereby, including, without limitation, those set forth in Sections 4.6 on Schedule 5(e) hereto, and shall have been performed and complied with in arranged for the release of all respects and (ii) solely for purposes Liens which encumber any of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligationsAssets. 6.2.3 Each of the Seller and the Company (d) Since September 30, 1996, no event shall have performed and complied, occurred which has resulted in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, is reasonably be expected likely to result in a Material Adverse Effect. 6.2.6 Each (e) No order of any court or other governmental or regulatory body restraining, prohibiting or enjoining the consummation of the Consents identified transactions contemplated hereby shall be in effect or be threatened or sought by any governmental or regulatory body. No litigation shall be pending which if adversely determined could have a material adverse effect on Schedule 1.4.7 the Assets or the Business or Buyer as the owner thereof. (f) Buyer shall have received each of the certificates, documents, agreements and other instruments set forth in Section 11(c) hereof. (g) All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods imposed by, any governmental or regulatory body necessary for the consummation of the transactions contemplated by this Agreement shall have been obtained and be in full force and effectfiled, occurred or been obtained.

Conditions Precedent to Buyer’s Obligations. The obligations of the Buyer to consummate the transactions contemplated by under this Agreement are subject to the satisfaction or waiver by the Buyer, on or prior to the Closing Date, Buyer of each of the following conditionsconditions or requirements on or before the Closing Date: 6.2.1 Each of the (a) Seller’s 's warranties and representations and warranties in under this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date as though made on Date, and as of the Closing Date (except for representations and warranties made as of some other specified date, Seller shall not be in which case they shall be true and correct on and as of such specified date)default hereunder. 6.2.2 The (b) All obligations of Seller contained in this Agreement, shall have been fully performed and complied, in all material respectsrespects and Seller shall not be in default under any covenant, with all obligations and agreements required to be performed and complied with by it on restriction, right-of-way or prior to easement affecting the Closing Date except that Property. (ic) the covenants and obligations set forth in Sections 4.6 There shall have been performed no material adverse change in the Property, its operations, the Leases or the financial condition of tenants leasing space in the Shopping Center. (d) A Title Insurance Commitment in the full amount of the Purchase Price shall have been issued and complied with in all respects "marked down" through Closing, subject only to Permitted Exceptions. (e) The physical and (ii) solely for purposes environmental condition of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 Property shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after unchanged from the date of this Agreement, a Material Adverse Effectordinary wear and tear and, if applicable, the contingencies addressed in Section above and the Buyer's election thereunder. (f) Seller shall have delivered to Buyer the following in form reasonably satisfactory to Buyer: (1) A warranty deed in proper form for recording, duly executed and acknowledged so as to convey to Buyer the fee simple title to the Property, subject only to the Permitted Exceptions; (2) Originals, if available, or if not, true copies of the Leases and of the contracts, agreements, permits and licenses, and such Materials as may be in the possession or control of Seller; (3) A blanket assignment to and assumption by Buyer of all Leases and Contracts, and such other contracts, agreements, permits and licenses (to the extent assignable) as they affect the Property, including an indemnity against breach of such instruments by Seller prior to the Closing Date and an indemnity by Buyer against any event accruing or development that couldfirst arising thereunder after the Closing Date; (4) A xxxx of sale with respect to the Personal Property and Materials; (5) A title certificate, individually properly endorsed by Seller,as to any items of Property for which title certificates exist; (6) The Survey; (7) A current rent roll for all Leases in effect showing no changes from the rent roll attached to this Agreement other than those set forth in Section or in the aggregateLeases or approved in writing by Buyer; (8) All Tenant Estoppel Letters obtained by Seller, which must include Xxxx-Xxxxx, Cuco's Mexican Restaurant, Walgreen, X.X. Gators, Radio Shack, World Gym, Capital Carpets, Dryclean USA, Dunkin Doughnuts, Blockbuster and Play It Again Sports and eighty percent (80%) by number of the other tenants who have signed leases for any portion of the Property, without any material exceptions, covenants, or changes to the form approved by Buyer and distributed to the tenants by Seller, the substance of which Tenant Estoppel Letters must be reasonably acceptable to Buyer; (9) A general assignment of all assignable existing warranties relating to the Property; (10) An owner's affidavit, non-foreign affidavits,non-tax with holding certificates and such other documents as may reasonably be expected required by Buyer or its counsel in order to result effectuate the provisions of this Agreement and the transactions contemplated herein; (11) The originals or copies of any real and tangible personal property tax bills for the Property for the tax year of Closing and the previous year, and, if requested, the originals or copies of any current water, sewer and utility bills which are in a Material Adverse Effect.Seller's custody or control; 6.2.6 Each (12) Resolutions of Seller authorizing the transactions described herein; (13) All keys and other means of access to the Improvements in the possession of Seller or its agents; (14) Materials; and (15) Such other documents as Buyer may reasonably request to effect the transactions contemplated by this Agreement. In the event that all of the Consents identified on Schedule 1.4.7 foregoing provisions of this Section are not satisfied and Buyer elects in writing to terminate this Agreement, then the Xxxxxxx Money Deposit shall be promptly delivered to Buyer by Escrow Agent and, upon the making of such delivery, neither party shall have been obtained and be in full force and effectany further claim against the other by reasons of this Agreement, except for any such claim arising out of an obligation or duty of the other party which is intended to survive termination of this Agreement.

Conditions Precedent to Buyer’s Obligations. The obligations of the Buyer Closing and Buyer’s obligation to consummate the transactions contemplated by this Agreement and the exhibits attached hereto are subject to the satisfaction of the following conditions (which can be waived by Buyer): (i) Seller’s delivery of the items described in Paragraph 10(a) of this Agreement, not later than the Closing Date (unless otherwise provided). (ii) Title Company’s issuance or waiver by the Buyer, irrevocable commitment to issue on or prior to before the Closing Date, of each an Extended Coverage Title Policy and Endorsements, in the amount of the following conditions: 6.2.1 Each Purchase Price, insuring Buyer as the fee simple owner of the Real Property to be conveyed hereunder, subject to the Permitted Exceptions. (iii) As of the Closing, there shall have been no material adverse changes in the physical or financial condition of the Property. (iv) Seller’s representations and warranties contained in this Agreement are shall be true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date as though made on Closing, and as of the Closing Date (except for representations and warranties made as of some other specified date, in which case they shall be true and correct on and as of such specified date). 6.2.2 The Seller shall have otherwise performed and complied, in all material respects, with all respects its obligations and agreements under this Agreement which are required to be performed and complied with by it on or Seller prior to the Closing Date except that Date. (iv) the covenants and obligations The conditions set forth in Sections 4.6 shall have been performed and complied with in all respects and (iithis Paragraph 9(a) are solely for purposes the benefit of this Section 6.2.2, Seller’s commercially reasonable efforts Buyer and may be waived only by Buyer. Buyer shall at all times have the right to comply with the covenants and obligations set forth in Section 4.11 waive any condition. Such waiver or waivers shall be deemed in writing to fully satisfy the Seller. The waiver by Buyer of any condition in this Section 6.2.2 shall not relieve Seller of any liability or obligation with respect to such covenants and obligationsany representation, warranty, covenant or agreement of Seller. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations Buyer’s obligation to pay the Purchase Price, and to accept title to the Property, shall be subject to compliance by Seller with the following conditions precedent for the Property on and as of the date of Closing. If any of such conditions is not fulfilled (or waived in writing) pursuant to the terms of this Agreement, then Buyer may (x) elect on or before the Closing Date to consummate proceed to Closing, notwithstanding the transactions contemplated by non-satisfaction of such condition, in which event such party shall be deemed to have waived any such condition or (y) terminate this Agreement are subject by delivering written notice to the satisfaction or waiver by the Buyer, other party on or prior before the Closing Date and, in connection with any such termination made in accordance with this Section 14, Seller and Buyer shall be released from further obligation or liability hereunder (except for those obligations and liabilities that expressly survive such termination), and the Xxxxxxx Money (less the Independent Consideration) shall be disposed of in accordance with Section 9. However, the Closing shall constitute a waiver of all conditions precedent: (a) Seller shall deliver or make available (at Seller’s discretion) to Buyer on or before the Closing the items set forth in Section 7(b) above; (b) The condition in favor of Buyer contained in Section 6(b) above with respect to the Closing Date, Title Policy has been satisfied; (c) The representations of each of the following conditions: 6.2.1 Each of the Seller’s representations and warranties Seller contained in this Agreement are shall have been true when made and correct shall be true in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on at and as of the Closing Date as though if such representations were made on at and as of the Closing Date (except for representations Date, and warranties made as of some other specified date, in which case they shall be true and correct on and as of such specified date). 6.2.2 The Seller shall have performed and compliedcomplied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Seller prior to or at the Closing. Without limitation on the foregoing, in the event that the closing certificate to be delivered by Seller at Closing shall disclose any changes in the representations and warranties of Seller under this Agreement that are not otherwise permitted or contemplated by the terms of this Agreement or known to Buyer prior to the expiration of the Due Diligence Period, then Buyer shall have the right to terminate this Agreement by written notice delivered to Seller on or prior to the Closing and, in connection with any such termination, Buyer shall be entitled to a return of the Xxxxxxx Money (less the Independent Consideration, which shall be paid to Seller) and Seller and Buyer shall be released from further obligation or liability hereunder (except for those obligations and liabilities which expressly survive such termination); (d) The performance and observance, in all material respects, with by Seller of all obligations covenants and agreements required of this Agreement to be performed and complied with or observed by it on or Seller prior to or on the Closing Date except that shall be a condition precedent to Buyer’s obligation to purchase the Property; and (ie) the covenants and obligations set forth The condition in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes favor of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth Buyer contained in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 7(d) with respect to such covenants and obligationsthe Tenant Estoppel Certificates has been satisfied. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The Buyer's obligations of the Buyer to consummate the transactions contemplated by under this Agreement are subject to the satisfaction or waiver by of all of the Buyer, conditions set forth in this Section 17 on or prior to April 14, 2007 (the Closing "Termination Date"). In the event Buyer elects to terminate or rescind this Agreement by reason of any condition precedent not having been satisfied by the Termination Date, of each Buyer shall notify Sellers as of the following conditionsTermination Date, whereupon the Escrow Agent shall immediately refund the Deposit to Buyer without any further action of Buyer or Sellers or Shareholders being required and all further rights and obligations of the parties under this Agreement shall terminate. If Buyer does not timely terminate this Agreement for failure of a condition being satisfied, such conditions shall be deemed waived. The conditions precedent are as follows: 6.2.1 Each (a) Environmental surveys of the Seller’s representations Property and warranties in this Agreement are true engineering studies of the buildings and correct in all material respects (except facilities located on the Property, to be conducted by Buyer at Buyer's own expense, reveal the Property is suitable for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the Buyer's intended use of the Property, and the Property is free of any defined term containing underground storage tanks and any hazardous or toxic waste or material. Buyer shall be allowed access to the Property in order to conduct such qualifiersoil tests and environmental surveys. (b) Buyer shall have obtained financing, on terms satisfactory to Buyer, to purchase the Property. (c) The Property shall be properly zoned, or a proper special use permits or zoning variance shall have been obtained, so as to permit the operation of a motel at the Property. (d) All of Sellers’ representations, warranties and (iicovenants contained in Section 4(d) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), above shall be true and correct in all respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date as though made on Closing. (e) Sellers and as Shareholders shall have performed all of their respective obligations under this Agreement. (f) The landlords under the Ground Leases shall have consented to the assignment of the Closing Date (except for representations Ground Leases to Buyer and warranties made shall have each executed a Consent and Estoppel Certificate in the form attached hereto as of some other specified date, in which case they shall be true and correct on and as of such specified dateExhibit 4(c)(iv). 6.2.2 The Seller (g) Buyer shall have performed and complied, in all material respects, with all obligations and agreements required approved the easements to be performed recorded against the Walgreens Property in favor of Buyer and complied with by it on or prior to the Closing Date except that (i) the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth Garden City Hotel real estate as described in Section 4.11 shall 6(c), which will be deemed to fully satisfy recorded in that form at the condition in this Section 6.2.2 with respect to such covenants and obligationsClosing. 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. UNIT PURCHASE AGREEMENT 59 6.2.5 There shall not have occurred after the date of this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.