Common use of Conditions Precedent to Closing Clause in Contracts

Conditions Precedent to Closing. a. The obligation of Purchaser to close hereunder shall be expressly conditioned upon, and subject to, the satisfaction (or written waiver by Purchaser) of each of the following conditions: (1) Each of the representations or warranties contained in Section 6(a) of this Contract shall be true in all material respects as if made as of the Date of Closing. (2) No part of the Property shall have been acquired, or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. 7.1 Conditions to the Company's Obligations. The obligation obligations of Purchaser the Company with respect to close hereunder the Investors required to be performed on the Closing Date shall be expressly conditioned upon, and subject to, to the satisfaction (or written waiver by Purchaser) of each in writing, at or prior to the Closing, of the following conditions: (1a) Each The representations and warranties of the representations or warranties each Investor contained in Section 6(a) of this Contract Agreement which are qualified by any "materiality", "material adverse effect" or any similar qualifier shall be true and correct in all respects and the representations and warranties of such Investor which are not so qualified shall be true and correct in all material respects, in each case on and as of the date hereof and on and as of the Closing Date, as if made on and as of the Closing Date. (b) Each Investor shall have performed in all material respects as if made as of all obligations and agreements, and complied in all material respects with all covenants contained in this Agreement to be performed and complied with by such Investor at or prior to the Date of ClosingClosing Date. (2c) No part provision of any Applicable Law, injunction, order or decree of any Governmental Authority shall be in effect which has the effect of making the Transactions illegal or shall otherwise restrain or prohibit the consummation of the Property shall have been acquired, or shall be about to be acquired Transactions. (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller d) The Company shall have received from each Investor certificates representing the aggregate number of shares of Original Preferred Stock and the aggregate number of Original Warrants set forth opposite such Investor's name on Schedule A hereto concurrently with each Investor's receipt from the Company of the Notes in an aggregate principal amount and the pro rata portion of the Cash Proceeds set forth opposite such Investor's name on Schedule A hereto. (e) Each Investor shall have executed and delivered the Term Loan Agreement. (f) Each Investor shall have executed and delivered the Amended Registration Rights Agreement. (g) Each Investor shall have executed and delivered the Termination of Stockholders' Agreement. (h) The Company shall have received the written notice opinion of any such Evercore Partners, Inc., as contemplated Taking, Purchaser may, at its sole option by Section 2.2(c). (i) terminate this Contract and receive a full refund The Company shall have received letters of resignation of each of the Deposit two directors designated by the Sandler Investors as holders of Original Preferred Stock and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion each of the Property or any condemnation award two directors designated by the MidOcean Investor as a holder of Original Preferred Stock. 7.2 Conditions to Each Investor's Obligations. The obligations of each Investor required to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after performed on the Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work Date shall be subject to Purchaser’s the satisfaction or waiver in writing, at or prior approvalto the Closing, of the following conditions: (a) The representations and warranties of the Company contained in this Agreement which are qualified by any "materiality", "material adverse effect" or any similar qualifier shall be true and correct in all respects and the representations and warranties of the Company which are not so qualified shall be true and correct in all material respects, in each case on and as of the date hereof and on and as of the Closing Date, as if made on and as of the Closing Date. (4b) The Property Company shall possess have performed in all clearances, permits, occupancy certificates, licenses material respects all of its obligations and registrations necessary for its intended purposeagreements, and complied with covenants contained in this Agreement to be performed and complied with at or prior to the same Closing Date. (c) No provision of any Applicable Law, injunction, order or decree of any Governmental Authority shall be in full force and effect, in good standing and not subject to any known effect which has the effect of making the Transactions illegal or threatened challengeshall otherwise restrain or prohibit the consummation of the Transactions. (5d) The Company shall have delivered to such Investor a certificate executed by it or on its behalf by a duly authorized representative, dated the Closing Date, to the effect that each of the conditions specified in paragraph (a) through (c) and (l) of this Section 7.2 has been satisfied. (e) The Company shall have delivered to such Investor the certificate executed by the Secretary of the Company, dated the Closing Date, as contemplated by Section 2.2(b)(vii). (f) The Company and each of the other parties thereto (other than the Investors) shall have executed and delivered the Term Loan Agreement, and such Investor shall have received evidence satisfactory to it in its sole discretion that the closing conditions under the Term Loan Agreement have been satisfied and the transactions contemplated thereby shall be consummated simultaneously with the Exchange. (g) The Company and each of the parties thereto (other than the Investors) shall have executed and delivered the Amended Registration Rights Agreement. (h) The Company and the each of the parties thereto (other than the Investors) shall have executed and delivered the Termination of Stockholders Agreement. (i) Such Investor shall have received the Opinion, dated as of the Closing Date, and addressed to such Investor in form and substance reasonably acceptable to the MidOcean Investor and the Sandler Investors. (j) Such Investor shall have received a long-form good standing certificate of the Company and each Subsidiary, dated as of a date as close as practicable to the Closing Date, issued by the Secretary of State of the State of Delaware, as contemplated by Section 2.2(b)(viii). (k) Such Investor shall have received the Notes in an aggregate principal amount and the pro rata portion of the Cash Proceeds set forth opposite such Investor's name on Schedule A hereto concurrently with the Company's receipt of the certificates representing the aggregate number of shares of Original Preferred Stock and the aggregate number of Original Warrants set forth opposite such Investor's name on Schedule A hereto. (l) There shall be no unrepaired damage by fire not have occurred any event, circumstance, condition, fact, effect or other casualty matter which has had or would reasonably be expected to any portion have a material adverse effect (x) on the condition (financial or otherwise), business, properties, assets, liabilities, operations or results of operations of the PropertyCompany and the Subsidiaries, taken as a whole or (y) on the ability of the Company and the Subsidiaries to perform on a timely basis any material obligation under this Agreement or to consummate the Exchange contemplated hereby. (m) The Private Placement shall have been successfully consummated by the Company on terms and conditions (including, without limitation, the estimated cost issuance price of repair the Common Stock) satisfactory to the MidOcean Investor and the Sandler Investors. (n) The Company shall have received the written opinion of which is One Hundred Thousand Dollars Evercore Partners, Inc., as contemplated by Section 2.2(c). ($100,000.00o) orAll other Investors shall have elected to consummate simultaneously the transactions contemplated by this Agreement and the other Transaction Documents. (p) The Company's outstanding Senior Subordinated Debentures due 2005 shall have been repaid in full, and satisfactory evidence thereof shall have been delivered to the Investors. (q) The Company shall have delivered to such Investor evidence of the payment of all costs and expenses of such Investor required to be reimbursed by the Company pursuant to Section 8.10.

Conditions Precedent to Closing. a. 7.1 The obligation obligations of Purchaser Seller to close hereunder shall be expressly conditioned upon, and consummate the transactions contemplated by this Agreement are subject to, the satisfaction (or written waiver by Purchaser) of to each of the following conditions: (1) Each of the a. The representations or and warranties contained made by Buyer in Section 6(a) of this Contract Agreement shall be true in all material respects as if when made and on and as of the Date of Closing. (2) No part Closing as though such representations and warranties were made on and as of the Property shall have been acquired, or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”)Closing. If such a Taking has occurred or if Seller shall have received written notice from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of any Buyer. b. Buyer shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Buyer before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such contemplated Takingeffect, Purchaser may, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at its sole option (i) terminate this Contract and receive a full refund the Closing each of the Deposit Buyer Documents and any interest earned thereon; such additional documents as may be reasonably requested by Seller or (ii) continue the Title Company in order to consummate the transactions contemplated by this ContractAgreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, pay costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the full purchase price without reduction, accept transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an assignment authorized officer of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) . b. Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent have performed and complied in all material respects with all provisions of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award this Agreement required to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders performed or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Property Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there shall not be free and clear thereof. In the event that any notices claim or judgment of violations are issued with respect to the Property prior to Closingany nature or type threatened, all corrective work required thereby shall be performed pending or made by or paid by Seller. The nature, extent, methods and materials for before any corrective work and governmental authority that questions or challenges the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion lawfulness of the Propertytransactions contemplated by this Agreement under any law or regulation or seeks to delay, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) orrestrain or prevent such transactions.

Conditions Precedent to Closing. a. The obligation obligations of Purchaser Buyer pursuant to close hereunder shall this Agreement shall, at the option of Buyer, be expressly conditioned upon, and subject to, to the satisfaction (or written waiver by Purchaser) of each following conditions precedent: 9.1. All of the following conditions: (1) Each representations, warranties and agreements of the representations or warranties contained Seller set forth in Section 6(a) of this Contract Agreement shall be true and correct in all material respects as if made of the date hereof and as of the Date of Closing. (2) No part of the Property shall have been acquiredClosing Date, or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent have on or prior to closing, failed to meet, comply with or perform in any Taking material respect any conditions or agree agreements on Seller's part as required by the terms of this Agreement. If, due to any condemnation award without a circumstance beyond the prior written consent of Purchaser (which consent Seller's reasonable control, this condition cannot be met by the Seller, this Agreement and the Escrow shall thereupon be terminated, Buyer shall not be unreasonably withheld or delayed); (B) prior entitled to Closingpurchase the Property, Seller shall provide Purchaser with an opportunity not be obligated to participate with Seller in any negotiations relating to a Taking affecting any portion of sell the Property or to Buyer and the parties shall be relieved of any condemnation award further obligation to be made in connection therewith; and (C) Seller shall reasonably cooperate each other with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior respect to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, except as provided in Paragraph 5. 9.2. There shall have been complied with by Seller be no change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the Property shall be free terminated by Seller and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, and all corrective work required thereby termination fees incurred as a result thereof shall be performed by or the sole obligation of Seller. 9.4. Seller shall have completed the construction of the Parking Garage, in accordance with the plans and specifications previously delivered to Buyer and in compliance with all applicable building permits, legal requirements, and requirements of the Lease. Seller shall have paid by Seller. The nature, extent, methods all of the costs of the construction of the Parking Garage and materials for any corrective work shall have provided Buyer and the parties performing Title Company with such work lien waivers and other evidence of the payment as they may reasonably require. 9.5. If any such condition is not fully satisfied by closing, Buyer shall so notify Seller and may terminate this Agreement by written notice to Seller whereupon this Agreement may be canceled, upon return of the Due Diligence Items the Deposit shall be subject paid to Purchaser’s prior approvalBuyer and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder. (4) The Property shall possess all clearances9.6. If Buyer notifies Seller of a failure to satisfy the conditions precedent set forth in this paragraph, permitsSeller may, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. within five (5) There days of receipt of Buyer's Notices agree to satisfy the condition by written notice to Buyer, and Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies such condition. If Seller fails to agree to cure or fails to cure such condition by the Closing Date, this Agreement shall be no unrepaired damage by fire or other casualty canceled and the Deposit shall be returned to Buyer and neither party shall have any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) orfurther liability hereunder.

Conditions Precedent to Closing. a. Section 7.1 Conditions to the Company’s Obligations at the Initial Closing. The obligation obligations of the Company and OpCo with respect to each Purchaser required to close hereunder be performed on the Closing Date shall be expressly conditioned upon, and subject to, to the satisfaction (or written waiver by Purchaser) of each in writing, at or prior to the Initial Closing, of the following conditions: (1a) Each The representations and warranties of the representations or warranties such Purchaser contained in Section 6(a) of this Contract Agreement which are qualified by any “materiality”, “material adverse effect” or any similar qualifier shall be true and correct in all respects and the representations and warranties of such Purchaser which are not so qualified shall be true and correct in all material respects, in each case on and as of the Closing Date except for representations and warranties made as of a specific date which shall be true and correct, or true and correct in all material respects, as the case may be, as of such date. (b) Such Purchaser shall have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants contained in this Agreement to be performed and complied with by such Purchaser at or prior to the Closing Date. (c) The Company’s Board of Directors shall have approved the Financing Documents and the consummation of the Transactions. (d) No provision of any Applicable Law shall be in effect which has the effect of making the Transactions illegal or shall otherwise restrain or prohibit the consummation of the Transactions. (e) The Purchasers shall have executed and delivered the Investor Rights Agreement. (f) The Senior Lender shall have approved the form of Debenture, including the subordination provisions therein. (g) The Company shall have received the purchase price payable in respect of the Debentures and Warrants purchased by such Purchaser in the Initial Closing. Section 7.2 Conditions to Purchaser’s Obligations at the Initial Closing. The obligations of each Purchaser required to be performed on the Closing Date shall be subject to the satisfaction or waiver in writing, at or prior to the Initial Closing, of the following conditions: (a) The representations and warranties of the Company and OpCo contained in this Agreement which are qualified by any “materiality”, “material adverse effect” or any similar qualifier shall be true and correct in all respects and the representations and warranties of the Company and OpCo which are not so qualified shall be true and correct in all material respects, in each case on and as if of the Closing Date except for representations and warranties made as of a specific date which shall be true and correct, or true and correct in all material respects, as the Date case may be, as of such date. (b) The Company and OpCo shall have performed all of its obligations, agreements and covenants contained in the Financing Documents to be performed and complied with at or prior to the Closing Date. (c) No provision of any Applicable Law shall be in effect which has the effect of making the Transactions illegal or shall otherwise restrain or prohibit the consummation of the Transactions. (d) The Company and OpCo shall have delivered to Purchaser a certificate executed by it or on its behalf by duly authorized representative, dated the Closing Date, to the effect that each of the conditions specified in this Section 7.2 has been satisfied. (e) The Company and R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. shall have executed and delivered the Investor Rights Agreement. (f) The Company shall have executed and delivered the Warrants to be issued at the Initial Closing. (2g) No part of the Property shall have been acquired, or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller The Purchasers shall have received written notice an opinion of any such contemplated Takingcounsel to the Company, Purchaser maydated the Closing Date, and addressed to the Purchasers, in form and substance reasonably acceptable to the Purchasers. (h) The Company and OpCo shall have executed and delivered the Debentures to be issued at its sole option the Initial Closing. (i) terminate this Contract Each Subsidiary (other than OpCo) shall have executed and receive delivered a full refund of guaranty in the Deposit and form attached as Exhibit F (the “Guaranty”). (j) There shall not have occurred any interest earned thereon; event, circumstance, condition, fact, effect or other matter which has had or would reasonably be expected to have (i) a Material Adverse Effect or (ii) continue a material adverse effect on the ability of the Company to perform on a timely basis any obligation under this Contract, pay Agreement or to consummate the full purchase price without reduction, accept an assignment Transactions. (k) The Company shall have delivered to the Purchasers a certificate of Seller’s rights the secretary of the Company setting forth (i) a copy of the certificate of incorporation of the Company and all amendments thereto as in any condemnation award (whether received prior to or after Closing) effect on the date hereof and proceed to Closing; provided thaton the Closing Date all certified by the Secretary of State of the State of Delaware, (Aii) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion copy of the Property or any condemnation award to be made by-laws of the Company, as in connection therewitheffect on the date hereof and on the Closing Date, (iii) copies of all resolutions of the Company authorizing the Transactions; and (Civ) Seller an incumbency certificate setting forth the name, title and authorized signature of each officer of the Company or OpCo who will execute documents in connection with the Transactions. (l) The Company shall reasonably cooperate have executed and delivered the Management Rights Letter. Section 7.3 Conditions to the Company’s Obligations at the Second Closing. The obligations of the Company and OpCo with respect to each Purchaser after required to be performed at the Second Closing shall be subject to the satisfaction or waiver in prosecuting any claim for a condemnation award arising writing, at or prior to the Second Closing, of the following conditions: (a) The Company shall have received the purchase price payable in respect of the Debentures and Warrants purchased by such Purchaser in the Second Closing. (3b) All written notices No provision of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property Applicable Law shall be free and clear thereofin effect which has the effect of making the Transactions illegal or shall otherwise restrain or prohibit the consummation of the Transactions. Section 7.4 Conditions to Purchaser’s Obligations at the Second Closing. In the event that any notices The obligations of violations are issued with respect each Purchaser required to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and at the parties performing such work Second Closing shall be subject to Purchaser’s the satisfaction or waiver in writing, at or prior approvalto the Second Closing, of the following conditions: (a) There shall have not occurred an Event of Default under the Debentures. (4b) The Property There shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purposenot have occurred, and be continuing, any Default under the same Debentures. (c) No provision of any Applicable Law shall be in full force and effect, in good standing and not subject to any known effect which has the effect of making the Transactions illegal or threatened challengeshall otherwise restrain or prohibit the consummation of the Transactions. (5d) The Company shall have executed and delivered the Warrants to be issued at the Second Closing. (e) The Company and OpCo shall have executed and delivered the Debentures to be issued at the Second Closing. Section 7.5 Conditions to the Company’s Obligations at a Subsequent Closing. The obligations of the Company and OpCo with respect to each Purchaser required to be performed on each Subsequent Closing Date shall be subject to the satisfaction or waiver in writing, at or prior to the Subsequent Closing, of the following conditions: (a) The representations and warranties of such Purchaser contained in this Agreement which are qualified by any “materiality”, “material adverse effect” or any similar qualifier shall be true and correct in all respects and the representations and warranties of such Purchaser which are not so qualified shall be true and correct in all material respects, in each case on and as of the Subsequent Closing Date except for representations and warranties made as of a specific date which shall be true and correct, or true and correct in all material respects, as the case may be, as of such date. (b) Such Purchaser shall have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants contained in this Agreement to be performed and complied with by such Purchaser at or prior to the Subsequent Closing Date. (c) No provision of any Applicable Law shall be in effect which has the effect of making the Transactions illegal or shall otherwise restrain or prohibit the consummation of the Transactions. (d) The Purchasers shall have executed and delivered the Investor Rights Agreement. (e) The Company shall have received the purchase price payable in respect of the Debentures and Warrants purchased by such Purchaser in the Subsequent Closing. Section 7.6 Conditions to Purchaser’s Obligations at each Subsequent Closing. The obligations of each Purchaser required to be performed on the Subsequent Closing Date shall be subject to the satisfaction or waiver in writing, at or prior to the Subsequent Closing, of the following conditions: (a) The representations and warranties of the Company and OpCo contained in this Agreement which are qualified by any “materiality”, “material adverse effect” or any similar qualifier shall be true and correct in all respects and the representations and warranties of the Company and OpCo which are not so qualified shall be true and correct in all material respects, in each case on and as of the Subsequent Closing Date except for representations and warranties made as of a specific date which shall be true and correct, or true and correct in all material respects, as the case may be, as of such date. (b) The Company and OpCo shall have performed all of its obligations, agreements and covenants contained in the Financing Documents to be performed and complied with at or prior to the Subsequent Closing Date. (c) No provision of any Applicable Law shall be in effect which has the effect of making the Transactions illegal or shall otherwise restrain or prohibit the consummation of the Transactions. (d) The Company and OpCo shall have delivered to Purchaser a certificate executed by it or on its behalf by duly authorized representative, dated the Subsequent Closing Date, to the effect that each of the conditions specified in this Section 7.6 has been satisfied. (e) The Company shall have executed and delivered the Warrants. (f) The Company and OpCo shall have executed and delivered the Debentures. (g) Each Subsidiary (other than OpCo) shall have executed and delivered the Guaranty. (h) There shall be no unrepaired damage by fire not have occurred any event, circumstance, condition, fact, effect or other casualty matter which has had or would reasonably be expected to any portion have (i) a Material Adverse Effect or (ii) a material adverse effect on the ability of the PropertyCompany to perform on a timely basis any obligation under this Agreement or to consummate the Transactions. (i) The Company shall have delivered to the Purchasers a certificate of the secretary of the Company setting forth (i) a copy of the certificate of incorporation of the Company and all amendments thereto as in effect on the date hereof and on the Subsequent Closing Date all certified by the Secretary of State of the State of Delaware, (ii) a copy of the estimated cost by-laws of repair the Company, as in effect on the date hereof and on the Subsequent Closing Date, (iii) copies of which is One Hundred Thousand Dollars all resolutions of the Company authorizing the Transactions; and ($100,000.00iv) oran incumbency certificate setting forth the name, title and authorized signature of each officer of the Company or OpCo who will execute documents in connection with the Transactions.

Conditions Precedent to Closing. a. The 3.01. Purchaser’s obligation of Purchaser to close hereunder the acquisition of the Property pursuant to this Agreement shall be expressly conditioned upon, and subject toon the following (collectively, the satisfaction “Purchaser Closing Conditions”): (or written waiver by Purchasera) of each No material adverse change in the condition of the following conditions:Property shall have occurred since the Effective Date. (1b) Each All of the representations or warranties Seller’s covenants and obligations contained in Section 6(a) of this Contract Agreement shall be true have been performed by Seller in all material respects as if made of Closing. All of Seller’s representations and warranties shall be true and correct in all material respects as of the Effective Date of and at Closing. (2c) The Title Company shall be irrevocably committed to issue an owner’s title insurance policy in form and substance satisfactory to Purchaser for the ▇▇▇▇▇ Acquisition Property, which insures good and marketable fee simple title to the ▇▇▇▇▇ Acquisition Property, subject only to those exceptions permitted pursuant to Section 2 hereof. (d) Purchaser shall have obtained all authority and approvals necessary for Purchaser, including, without limitation, all regulatory and board approvals and governmental determinations, to undertake the obligations contained herein and to consummate the Closing contemplated hereby. (e) No part later than three (3) Business Days prior to Closing, Purchaser and Escrow Agent shall have received evidence of all required consents and approvals, if any, by Seller to the transaction contemplated herein. (f) Seller shall have provided payment (either prior to Closing or as a disbursement on the Closing Statement out of the Property Purchase Price payable to Seller) for all Monetary Liens so that the same may be satisfied and released at or prior to Closing. (g) Seller shall have terminated any and all leases or other occupancy agreements permitting any third party to occupy all or any portion of the Property, and Seller shall have caused any such tenants or parties in possession to vacate the Property, all at Seller’s sole cost and expense. (h) The ▇▇▇▇▇ Acquisition Land shall have been acquiredlegally subdivided from the remainder of the Original ▇▇▇▇▇ Land (including the recording of a major or minor subdivision plat, or shall be about to be acquired as applicable) such that the ▇▇▇▇▇ Acquisition Land exists as a distinct and legal tax parcel (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “TakingSubdivision”). If such a Taking has occurred or if Purchaser, at Purchaser’s expense, shall pursue the Subdivision. Seller shall have received written notice cooperate with Purchaser’s efforts to secure the Subdivision. If any of any the above conditions precedent to Purchaser’s obligation to close has not been satisfied as of the Closing or as of the applicable due dates noted in such contemplated Takingcondition, Purchaser may, at its sole option may (i) terminate this Contract Agreement by written notice to Seller and receive a full refund of the Deposit and any interest earned thereon; ▇▇▇▇▇▇▇ Money, whereby Purchaser shall have no further obligations or liabilities under this Agreement, except as expressly set forth herein, (ii) continue this Contractextend the Closing or due date of the performance of the applicable condition by written notice to Seller for a reasonable period of time to allow for the satisfaction of the condition (and, pay the full purchase price without reductionif Purchaser requests, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closingits sole discretion, Seller and Purchaser shall provide Purchaser with enter into an opportunity amendment to participate with Seller this Agreement to evidence the extension), or (iii) waive the condition, in any negotiations relating to a Taking affecting any portion of the Property whole or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdictionpart, and any action in any court against consummate the Closing contemplated hereby. If the Purchaser elects to extend the Closing or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials due date for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purposeperformance, and at the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion end of the Propertysuch extended period of time, the estimated cost of repair of which is One Hundred Thousand Dollars applicable condition still has not been satisfied, Purchaser may elect to exercise the remedies set forth in items ($100,000.00i) oror (iii) in the immediately preceding sentence.

Conditions Precedent to Closing. a. 4.1 Conditions precedent to the Buyer's obligations The obligation obligations of Purchaser the Buyer to close hereunder consummate the transactions contemplated by this Agreement shall be expressly conditioned upon, and subject to, to the satisfaction (or written waiver by Purchaser) of each of the following conditions:, any and all of which conditions may be waived by the Buyer in its sole discretion. (1) Each of the representations or warranties contained in Section 6(a) of this Contract 4.1.1 The Sellers shall be true in have performed and complied with all material respects as if made as of covenants and agreements required by this Agreement to be performed by the Date of Sellers prior to or at Closing. (2) No part 4.1.2 All required governmental or competition law approvals and clearances for the consummation of the Property transactions contemplated by this Agreement shall have been acquiredobtained without imposition of any conditions which may have a material adverse impact on the value of the Group or the applicable waiting periods under applicable Law shall have elapsed. Back to Contents 4.1.3 Simultaneous closing shall occur under the DT Officers SPA, or shall be about to be acquired (as evidenced by written notice thereof), by authority alternatively – at the Sellers' discretion – a sale of any governmental agency or other authority the shares in the exercise of its power of eminent domain or Company owned by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of DT Officers A/S directly to the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, Buyer shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect completed on terms identical to the Property prior terms of this Agreement. 4.1.4 The Sellers shall have taken at Closing all actions required to Closing, all corrective work required thereby shall be performed taken by or paid the Sellers pursuant to Clause 5.3. 4.2 Conditions precedent to the Sellers' obligations The obligations of the Sellers to consummate the transactions contemplated by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work this Agreement shall be subject to Purchaser’s prior approvalthe satisfaction of the following conditions, any and all of which conditions may be waived by the Sellers in their sole discretion. (4) 4.2.1 The Property Buyer shall possess have performed and complied with all clearances, permits, occupancy certificates, licenses material covenants and registrations necessary for its intended purpose, and agreements required by this Agreement to be performed by the same shall be in full force and effect, in good standing and not subject Buyer prior to any known or threatened challengeat Closing. (5) There shall be no unrepaired damage by fire 4.2.2 All required governmental or other casualty to any portion competition law approvals and clearances for the consummation of the Propertytransactions contemplated by this Agreement shall have been obtained or the applicable waiting periods under applicable Law shall have elapsed. 4.2.3 Simultaneous closing shall occur under the DT Officers SPA, or alternatively – at the estimated cost Sellers' discretion – a sale of repair the shares in the Company owned by DT Officers A/S directly to the Buyer shall have been completed on terms identical to the terms of which is One Hundred Thousand Dollars ($100,000.00) orthis Agreement. 4.2.4 The Buyer shall have taken at Closing all actions required to be taken by the Buyer pursuant to Clause 5.2.

Conditions Precedent to Closing. a. The Purchaser’s obligation to consummate the transactions contemplated by this Agreement is subject to satisfaction of all of the conditions set forth in this Article 4. Purchaser to close hereunder may waive any or all of such conditions in whole or in part but any such waiver shall be expressly conditioned upon, and subject to, the satisfaction (or written effective only if made in writing. No such waiver shall constitute a waiver by Purchaser) Purchaser of each any of its rights or remedies nor release Seller from any of its liability under this Agreement or release Seller from any of its liability if Seller breaches any representation or warranty made by Seller in this Agreement. Satisfaction of such conditions shall not waive any representation or warranty made by Seller. 4.1 On or before 30 days after the Document Receipt Date, Purchaser shall, in its sole discretion, have accepted the physical, mechanical, title, environmental, leasing, economic and other existing and prospective conditions of the following conditions: (1) Each Subject Property. In the event Purchaser has been diligently pursuing its investigation of the Subject Property but has been unable to complete it, Purchaser may extend the period set forth above to 45 days after the Document Receipt Date upon written notice to Seller, which notice shall be provided no later than the 25th day after the Document Receipt Date. 4.2 On the Closing Date, Seller shall not be in default in the performance of any covenant or agreement to be performed by Seller under this Agreement and shall deliver the documents required in Article 9. 4.3 All representations or and warranties contained made by Seller in Section 6(a) of this Contract Agreement shall be true and correct in all material respects as if made of the date hereof and shall be true and correct in all material respects as of the Date Closing Date. 4.4 As of Closing. , any of Chicago, First American or Ticor Title Insurance Company (2the “Title Company”) No part (which Title Company shall be chosen by Purchaser in its sole discretion), shall be prepared to issue to Purchaser or its designee at Closing a 1970 ALTA Form B Extended Coverage Owner’s Title Policy acceptable to Purchaser in the amount of the Purchase Price naming Purchaser as proposed insured, which commitment shall obligate the Title Company to insure marketable fee simple title to the Subject Property and to issue an endorsement deleting all Schedule B printed general exceptions, an access endorsement, a 3.1 zoning endorsement (including the number and location of parking spaces), a survey endorsement, a contiguity endorsement, if appropriate, property tax number and such other title endorsements as Purchaser shall reasonably require. The title to the Subject Property shall have been acquiredbe subject only to matters approved by Purchaser in writing within 10 days of the receipt of the title commitment, or which shall be about to be acquired ordered by Purchaser within five days of receipt of Seller’s title information (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “TakingPermitted Exceptions”). If such a Taking has occurred the aforesaid title insurance commitment issued by the Title Company or if survey hereinafter required show that title is not in the condition required by this Paragraph 4.4 within 20 days (the “Cure Period”) of notice to Seller, Seller shall have received written notice remedy the defects of any title shown thereon or to obtain title insurance at Seller’s sole cost and expense by the Title Company insuring over and against such contemplated Takingdefects and provide evidence satisfactory to Purchaser thereof. If Seller fails to remedy such defects or obtain such title insurance within such Cure Period, Purchaser mayshall have the option, at its sole option (i) terminate this Contract and receive a full refund exercisable within 10 days from the expiration of the Deposit and any interest earned thereon; or Cure Period (iia) continue this Contractto accept the status of the title subject to such title defects, pay with an appropriate reduction in the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award Purchase Price to compensate Purchaser for such defects (whether received prior such amount not to or after Closingexceed $50,000.00) and proceed to Closing; provided thatwith this Agreement, (Ab) to extend the Closing Date a reasonable period of time to give Seller an opportunity to comply with the terms hereof (at which time the options contained in this Paragraph 4.4 shall again be available to Purchaser), or (c) to give written notice to Seller of Purchaser’s election to terminate this Agreement in which event, this Agreement and the rights and obligations hereunder of the parties shall terminate, Purchaser shall receive a return of the ▇▇▇▇▇▇▇ Money, and thereafter no party hereto shall have any claim against another party hereto by virtue of this Agreement. If, however, the condition of title to the Subject Property is not consent such as is required by this Agreement hereof solely by reason of any mortgages, judgments, debts, security interests or other liens or obligations which were not created or incurred by acts of Purchaser, or those claiming by, through, or under Purchaser, and the amount of each of which is readily ascertainable and the aggregate amount of which is less than the Purchase Price, the transaction contemplated hereunder shall be consummated by application of such portion of the Purchase Price as may be necessary to any Taking or agree to any condemnation award without the prior written consent discharge such obligations of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) Seller. 4.5 At least 15 days prior to Closing, Seller Purchaser shall provide Purchaser with have received, at its expense, an opportunity ALTA/ACSM Survey, prepared by a surveyor licensed in the State of New Hampshire and dated subsequent to participate with Seller the date of this Agreement, certified in any negotiations relating to a Taking affecting any portion favor of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdictionPurchaser, and any action in any court against or affecting the Title Company depicting the Property, and certifying, among other things, that the Subject Property is not located within a federal or state flood plain or wetlands area. 4.6 Seller and Purchaser shall have been complied entered into the Lease (as defined herein) with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Lease automatically becoming effective upon Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. The obligation obligations of Purchaser the respective parties to close hereunder shall the purchase of the Purchased Assets will be expressly conditioned upon, and subject to, the satisfaction (or written waiver by Purchaser) of each of to the following conditions: A. Seller's Conditions. Seller will not be obligated to close the purchase of the Purchased Assets unless (1i) Each Purchaser has complied with all of the terms and conditions of this Agreement to be met prior to Closing, has delivered to Seller all funds, instruments, and documents required to be deposited by Purchaser in connection with the Closing pursuant to the terms of this Agreement, and all of the representations or and warranties of Purchaser and Clearview contained in Section 6(a) of this Contract shall be Agreement remain true and correct in all material respects as if made on and as of the Date of Closing. Closing Date; (2ii) No part Seller has received, prior to the expiration of the Property shall have been acquiredInspection Period, any required consents by the landlord or other third parties to the assignment of the Lease and other material agreements relating to the operation of the Theatres (the "Consents") and has received executed release of Seller's obligations under the Lease by the landlord of the Leasehold Theatre (the "Release"), which Release shall be about in a form satisfactory to Seller; subject, however, to the following paragraph; (iii) Seller has obtained, prior to the expiration of the Inspection Period, landlord's approval of the Sublease ("Approval"); (iv) Seller has obtained at Closing the Lien Release of the Bronxville Theatre under the Indenture of Mortgage, on terms and conditions satisfactory to Seller; and (v) Purchaser proceeds to Closing on all five Theatres or just Cinema 304, as provided for in Paragraph 10. Prior to the expiration of the Inspection Period, Seller shall undertake to provide to Purchaser a letter from the mortgagee indicating that it will release the Bronxville Theatre from the Indenture of Mortgage and under what conditions that release will be acquired (as evidenced given. Seller may at any time at or prior to Closing waive any one or more of the preceding requirements by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”)to Purchaser. If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund the Consents to assignment of the Deposit and any interest earned thereon; or Lease have been obtained from the landlord of the Leasehold Theatre, but the Release of Seller has not been obtained at the time of Closing as provided in clause (ii) continue this Contractabove, pay then such Release requirement shall be deemed waived by Seller, and the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and parties shall proceed to Closing; provided thatprovided, however, that the conditions set forth below in this paragraph are satisfied. In the event a Release of Seller's obligations under the Lease cannot be obtained from the landlord of the Leasehold Theatre prior to Closing, then Purchaser agrees to (Aa) Seller shall not consent to any Taking assign or agree to any condemnation award sublet such Lease without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in its sole discretion, (b) not exercise any negotiations relating option to a Taking affecting any portion extend the term of the Property or Lease without Seller's reasonable prior written consent (and further provided that, in that event, Purchaser shall make further efforts, in a commercially reasonable manner, to obtain the Release), (c) operate the Leasehold Theatre in a manner consistent with the Lease, (d) observe all of the covenants under the Lease and perform all of the tenant's obligations thereunder in accordance with the terms of the Lease, (e) indemnify and hold Seller harmless from and against any condemnation award to be made in connection therewithand all claims, losses, damages, costs and expenses (including, but not limited to, attorneys' and legal assistants' fees and expenses) arising out of the Lease for the Leasehold Theatre after the date of Closing; and (Cf) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting not commit any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereofact that would jeopardize Seller's security interest. In the event that Purchaser fails to observe any notices of violations are issued with respect the covenants contained in this paragraph or is in default (after all applicable cure periods have expired under the Lease) under the terms of the Lease of the Leasehold Theatre (the "Defaulted Theatre"), or under the Assignment, Consent and Estoppel Agreement for the Defaulted Theatre in a form to be agreed upon by the parties and executed at the Closing (the "Assignment," which shall include a collateral assignment, security agreement and UCC-1 Financing Statement), then Seller may pursue its remedies against Clearview pursuant to the Property Guaranty of the Lease given under 24B hereof and may, without any obligation, perform Purchasers' obligations and covenants under the Lease of such Defaulted Theatre, and Seller shall be able to repossess the Defaulted Theatre and dispossess Purchaser and any other permitted assignees, subtenants, licensees or parties in possession, and Purchaser will be liable for any damages, costs and expenses, suffered by Seller as to such Defaulted Theatre (including, but not limited to, attorneys' and legal assistants' fees and expenses but excluding consequential damages) and the cost of any premium for any bond required in connection with an injunction brought to enforce Seller's remedies under this paragraph. The Assignment shall provide that Seller shall not exercise its rights to repossess the Defaulted Theatre unless Clearview has defaulted for the payment of money under its Guaranty hereunder or if Purchaser defaults under the Lease by failing to operate the Defaulted Theatre as a theatre on a continuous basis. In the event the Release is obtained subsequent to Closing, the Assignment and UCC-1 will be terminated, and the Guaranty shall be released as to the ▇▇▇▇▇ Theatre. B. Purchaser's Conditions. Purchaser will not be obligated to close the purchase of the Purchased Assets unless (i) Seller has complied with all of the terms and conditions of this Agreement to be met prior to and at the Closing, and has delivered to Purchaser all instruments and documents required to be delivered by Seller in connection with the Closing pursuant to the terms of this Agreement; (ii) Seller has obtained a release of the Bronxville Theatre under the Indenture of Mortgage and the Purchased Assets will be free of all other Encumbrances other than the Permitted Exceptions on terms and conditions satisfactory to Seller prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and ; (iii) Seller has obtained the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion consent of the Property, landlord to the estimated cost assignment of repair of which is One Hundred Thousand Dollars ($100,000.00) orthe Lease;

Conditions Precedent to Closing. a. The 10.1 Purchaser's obligation of Purchaser under this Agreement to close hereunder shall be expressly conditioned upon, and purchase the Properties is subject to, to the satisfaction (or written waiver by Purchaser) fulfillment of each of the following conditions, subject, however, to the provisions of Section 10.3: (1a) Each The representations and warranties of Sellers contained herein shall, subject to the representations or warranties contained in provisions of Section 6(a) of this Contract shall 8.1(b), be true true, accurate and correct in all material respects as if made of the Closing Date, except to the extent they relate only to an earlier date; (b) Sellers shall be ready, willing and able to deliver title to the Properties in accordance with the terms and conditions of this Agreement; (c) the Title Company shall be ready, willing and able to issue fee and leasehold title insurance to Purchaser in accordance with the terms and conditions of this Agreement at the Title Company's standard rates; (d) Sellers shall have delivered all the documents and other items required pursuant to Section 11, and shall have performed all other covenants, undertakings and obligations, and complied with all conditions required by this Agreement to be performed or complied with by the Sellers at or prior to the Closing; (e) any net credit due from Sellers to Purchaser by reason of Closing apportionments shall have been paid; and (f) all consents and approvals of governmental authorities and parties to agreements to which Seller is a party, or by which Seller's assets are bound, that are required with respect to the transactions contemplated by this Agreement shall have been obtained. 10.2 Sellers' obligation under this Agreement to sell the Properties to Purchaser is subject to the fulfillment of each of the following conditions, subject, however to the provisions of Section 10.3: (a) the representations and warranties of Purchaser contained herein shall be true, accurate and correct in all material respects as of the Date of Closing.Closing Date; 27 (2b) No part Purchaser shall have paid to Sellers any net Closing apportionments due from Purchaser to Sellers; (c) Purchaser shall have executed and delivered to Sellers each of the Property Notes and Mortgages and all other documents required under Section 7 and pursuant to the provisions of the Notes and Mortgages; (d) Purchaser shall have delivered to Sellers all the documents to be executed by Purchaser set forth in Section 12 and shall have performed all other covenants, undertakings and obligations, and complied with all conditions required by this Agreement to be performed or complied with by Purchaser at or prior to the Closing; (e) all consents and approvals of governmental authorities and parties to agreements to which Purchaser is a party, or by which Purchaser's assets are bound, that are required with respect to the consummation of the transactions contemplated by this Agreement shall have been acquiredobtained; and (f) on or prior to Closing Date, or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract Purchaser shall not have applied for or consented to the appointment of a receiver, trustee or liquidator for itself or any of its assets unless the same shall have been discharged prior to the Closing Date, and receive a full refund of no such receiver, liquidator or trustee shall have otherwise been appointed, unless same shall have been discharged prior to the Deposit and any interest earned thereon; or Closing Date, (ii) continue this ContractPurchaser shall not have admitted in writing an inability to pay its debts as they mature, pay (iii) Purchaser shall not have made a general assignment for the full purchase price without reductionbenefit of creditors, accept (iv) Purchaser shall not have been adjudicated a bankrupt or insolvent, or had a petition for reorganization granted with respect to Purchaser, or (v) Purchaser shall not have filed a voluntary petition seeking reorganization or an assignment arrangement with creditors or taken advantage of Seller’s rights any bankruptcy, reorganization, insolvency, readjustment or debt, dissolution or liquidation law or statute, or filed an answer admitting the material allegations of a petition filed against it in any condemnation award (whether received prior to proceedings under any such law, or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to had any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller petition filed against it in any negotiations relating to a Taking affecting proceeding under any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting foregoing laws unless the Property, same shall have been complied with by Seller and dismissed, canceled or terminated prior to the Property shall be free and clear thereof. Closing Date. 10.3 In the event that any notices of violations are issued with respect condition contained in Section 10.1 or 10.2 is not satisfied, then, unless such failure is a default by Purchaser under Section 17.2 or a willful failure or refusal by Sellers pursuant to Section 17.3, as the case may be, the party entitled to the Property prior satisfaction of such condition as a condition to Closingits obligation to close title hereunder shall have as its sole remedy hereunder the right to elect to (a) waive such unsatisfied condition whereupon title shall close as provided in this Agreement or (b) terminate this Agreement. In the event such party elects to terminate this Agreement, all corrective work required thereby this Agreement 28 shall be performed by terminated and neither party shall have any further rights, obligations or paid by Seller. The natureliabilities hereunder, extentexcept for the Surviving Obligations, methods and materials for any corrective work and except that if Purchaser terminates the parties performing such work Agreement because a condition contained in Section 10.1 is not satisfied, then Purchaser shall be subject entitled to Purchaser’s prior approval. (4) The Property shall possess all clearancesa return of the Fund, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same provided Purchaser is not otherwise in default hereunder. Nothing contained in this Section 10.3 shall be construed so as to bestow any right of termination upon a party for the failure of a condition to be satisfied unless such party is expressly entitled to the satisfaction of such condition as provided in full force and effect, in good standing and not subject to any known Section 10.1 or threatened challenge10.2. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. The obligation (A) Corporation's obligations to carry out the terms of Purchaser this Agreement and to close hereunder shall be expressly conditioned upon, and complete its transactions contemplated under this Agreement are subject to, to the fulfillment to the satisfaction (or written waiver by Purchaser) of Corporation of each of the following conditionsconditions at or prior to the Time of Closing: (1i) Each of the representations or warranties Members and MT LLP (collectively, the "MT LLP Group") shall have complied with all of their respective covenants and agreements contained in Section 6(athis Agreement; and (ii) The MT LLP and the Members shall transfer, or will cause to be transferred, to Corporation one hundred percent (100%) of the issued and outstanding Membership Interests of the MT LLP; and (iii) The representations and warranties of MT LLP contained in this Contract Agreement or contained in any certificates or documents delivered by any of them pursuant to this Agreement shall be completely true as if such representations and warranties had been made as of the Time of Closing. The conditions set forth above are for the exclusive benefit of Corporation and may be waived by Corporation in whole or in part at any time at or before the Time of Closing, as long as such conditions are waived in writing. (B) MT LLP's obligation to carry out the terms of this Agreement and to complete the transactions contemplated under this Agreement are subject to the fulfillment to MT LLP's satisfaction of each of the following conditions at or prior to the Time of Closing: (i) Corporation shall have complied with all its covenants and agreements contained in this Agreement; and (ii) The representations and warranties of Corporation contained in this Agreement or contained in any certificates or documents delivered by it pursuant to this Agreement shall be completely true and correct in all material respects as if such representations and warranties had been made by Corporation as of the Date Closing Date; and The conditions set forth above are for the exclusive benefit of MT LLP and may be waived by MT LLP in whole or in part at or before the Time of Closing, as long as such conditions are waived in writing. (2) No part of the Property shall have been acquired, or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. The obligation initial disbursement of Purchaser to close hereunder the Loans shall be expressly conditioned upon, and subject to, the satisfaction (or written waiver by Purchaser) of each of to the following conditionsconditions precedent: (1a) Each The Loan Documents shall have been appropriately completed, duly executed by the parties thereto, recorded where necessary and delivered to the Lender. (b) No Default or Event of the Default shall have occurred and be continuing. (c) All representations or and warranties contained in Section 6(a) of this Contract herein shall be true and correct in all material respects as if made as of at the Date of ClosingClosing Date. (2d) No part of All legal matters incident to the Property Loans shall be reasonably satisfactory to counsel for the Lender, and the Borrower agrees to execute and deliver to the Lender such additional documents and certificates relating to the Loans as the Lender reasonably may request. (e) Financing statements in form and substance satisfactory to the Lender shall have been acquired, or shall be about properly filed in each office where necessary to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority perfect the Lender's security interest in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller Collateral, termination statements shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent been filed with respect to any Taking other financing statements covering all or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award Collateral and all taxes and fees with respect to be made in connection therewith; such recording and (C) Seller filing shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closinghave been paid by the Borrower. (3f) All written notices of violations of governmental orders Intellectual Property subject to United States copyright, patent or requirements noted or issued by any public authority having jurisdictiontrademark protection, and any action in any court against or affecting the Propertyan Intellectual Property Assignment with respect thereto, shall have been complied duly registered with by Seller the United States Patent and Trademarks Office or the Register of Copyrights, as applicable, and the Property Lender shall be free and clear thereof. In the event have received a search report confirming that any notices of violations are issued it has a perfected first priority lien with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approvalthereto. (g) The Borrower shall have delivered to the Lender (1) certified copies of evidence of all corporate action taken by the Borrower to authorize the execution and delivery of the Loan Documents, (2) certified copies of the article of incorporation and bylaws of the Borrower, (3) a certificate of incumbency for the officers of the Borrower executing the Loan Documents, (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in a good standing and certificate, dated not subject more than 30 days prior to the Closing Date, from the appropriate state official of any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of state in which the Property, the estimated cost of repair of which Borrower is One Hundred Thousand Dollars ($100,000.00) incorporated or

Conditions Precedent to Closing. a. Conditions to the Company’s Obligations. The obligation obligations of Purchaser the Company hereunder required to close hereunder be performed on the Closing Date shall be expressly conditioned uponsubject, and subject toat the election of the Company, to the satisfaction (or written waiver by Purchaser) of each waiver, at or prior to the Closing, of the following conditions: (1) Each : The representations and warranties of the representations or warranties each Holder contained in Section 6(a) of this Contract Agreement shall have been true and correct when made and, in addition, shall be repeated and true and correct in all material respects as if made on and as of the Closing Date of Closing. (2) No part with the same force and effect as though made on and as of the Property Closing Date. Each Holder shall have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants contained in this Agreement to be performed and complied with by such Holder at or prior to the Closing Date. Any applicable waiting period under the HSR Act shall have expired or been terminated. The Company shall have received, on terms reasonably satisfactory to the Company, Apollo Management and Blackstone, any consent or waiver necessary under the Credit Agreement to permit the performance of this Agreement and consummation of the Transactions. The stockholders of the Company shall have approved the Issuance as required by Applicable Law. The Holders shall have entered into each of the Supplementary Registration Rights Agreement and the Supplementary Shareholders Agreement. The Holders shall have delivered certificates representing their Shares to the Company. No provision of any Applicable Law, injunction, order or decree of any Governmental Entity shall be in effect which has the effect of making the Transactions illegal or shall otherwise restrain or prohibit the consummation of the Transactions. The concurrent consummation of the Exchange by the Apollo/Blackstone Shareholders (as defined in the Shareholders Agreement). Conditions to Holders’ Obligations. The obligations of each Holder hereunder required to be performed on the Closing Date shall be subject, at the election of each Holder (as to itself only), to the satisfaction or waiver, at or prior to the Closing, of the following conditions: The representations and warranties of the Company contained in this Agreement (i) shall have been acquired, or true and correct when made and (ii) shall be about (A) in the case of representations and warranties that are qualified as to materiality or Material Adverse Effect, true and correct and (B) in all other cases, true and correct in all material respects, in the case of clauses (A) and (B), as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Company shall have performed in all material respects all of its obligations, agreements and covenants contained in this Agreement to be acquired (as evidenced by written notice thereof), by authority of any governmental agency performed and complied with at or other authority in prior to the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”)Closing Date. If such a Taking has occurred or if Seller The Company shall have received written notice entered into each of any such contemplated Taking, Purchaser may, at its sole option the Supplementary Registration Rights Agreement and the Supplementary Shareholders Agreement. There has been no Material Adverse Effect (i) terminate this Contract and receive a full refund of since December 31, 2002, except as disclosed in the Deposit and any interest earned thereon; Commission Filings filed prior to the date hereof, or (ii) continue this Contractsince the date hereof. Any applicable waiting period under the HSR Act shall have expired or been terminated; provided, pay that each Holder has used its reasonable best efforts to obtain clearance under the full purchase price without reductionHSR Act. The Company shall have delivered to the Holders a certificate executed by it or on its behalf by a duly authorized representative, accept an assignment of Seller’s rights in any condemnation award (whether received prior dated the Closing Date, to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion effect that each of the Property conditions specified in paragraph (a) through (d) of this Section 7.2 has been satisfied. No provision of any Applicable Law, injunction, order or decree of any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same Governmental Entity shall be in full force effect which has the effect of making the Transactions illegal or shall otherwise restrain or prohibit the consummation of the Transactions. The Holders shall have received an opinion of counsel to the Company, dated the Closing Date, and effectaddressed to the Holders, in good standing the form attached hereto as Exhibit C. The Holders shall have received certificates representing the shares of Common Stock to be issued in the Issuance. The Company shall have received, on terms reasonably satisfactory to the Company, Apollo Management and Blackstone, any consent or waiver necessary under the Credit Agreement to permit the performance of this Agreement and consummation of the Transaction. The stockholders of the Company shall have approved the Issuance as required by Applicable Law. The obligation of any Holder to consummate the transactions contemplated hereby shall be conditioned upon the concurrent consummation of the Issuance and Exchange by the Company and each of the Apollo/Blackstone Shareholders not breaching its obligation to consummate the Exchange (in accordance with the terms and subject to the conditions of this Agreement) and, therefore, simultaneously consummating the Exchange if such Holder is otherwise willing to consummate the Exchange. (Nothing herein shall relieve any known or threatened challengebreaching Apollo/Blackstone Shareholder of liability to the Company for its breach). (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. The obligation of Purchaser In addition to close hereunder shall be expressly conditioned upona complete and satisfactory due diligence investigation by ▇▇▇▇▇, and subject toas described in Section 4.1 above, the satisfaction (or written waiver obligations of Buyer to complete the transactions contemplated by Purchaser) of each of this Agreement are conditioned upon the following conditions:conditions precedent (collectively, the “Conditions Precedent”). The Conditions Precedent are intended solely for the benefit of Buyer and may only be waived by ▇▇▇▇▇ in writing. (1a) Each All of the Seller’s representations or and warranties contained in Section 6(a) of or made pursuant to this Contract Agreement shall be materially true in all material respects and correct as if made as of the Date of Closing. (2b) No part The physical condition of the Property shall be substantially the same on Closing as on the Effective Date, unless such condition was altered by Buyer, reasonable wear and tear and loss by casualty (subject to the provisions of Section 6.9 below) excepted. (c) Seller shall have complied with all of Seller’s duties and obligations contained in this Agreement. (d) ▇▇▇▇▇ shall have received a title insurance commitment satisfactory to Buyer in which the title insurer agrees to issue an ALTA Extended Coverage Owner’s Policy (Form 1970-B, rev 10/17/70) with such endorsements as Buyer may require and an ALTA survey satisfactory to Buyer. (e) Notwithstanding any other provision contained herein, all (i) consensual indebtedness, mortgages, and liens of Seller recorded against the Property, and (ii) all non-consensual liens against Seller recorded against the Property shall have been acquired, or shall be about to be acquired removed (as evidenced by written notice thereofexcept for the Permitted Encumbrances), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof . (a “Taking”). If such a Taking has occurred or if Seller f) Buyer shall have received written notice of any such contemplated Takingan appraisal report regarding the Property from Medusky & Co., Purchaser mayInc., at its sole option (i) terminate this Contract and receive which shall indicate a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior value that is equal to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without greater than the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereofPurchase Price. In the event that any notices of violations the Conditions Precedent of this Agreement are issued with respect not satisfied as shall be determined by Buyer, Buyer may, in its sole and absolute discretion, terminate this Agreement by written notice to Seller and, subject to the Property prior provisions of Article 7 below, this Agreement shall wholly cease and terminate and no party to Closingthis Agreement shall have any further claim against, all corrective work required thereby shall be performed by or paid by Seller. The natureobligation to, extent, methods and materials any other party to this Agreement except for any corrective work and the parties performing provisions herein that recite that they survive such work shall be subject to Purchaser’s prior approvaltermination. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. The 4.01 Seller's obligation of Purchaser under this Agreement to close hereunder shall be expressly conditioned upon, and consummate the transaction contemplated herein is subject to, to the satisfaction (or written waiver by Purchaser) fulfillment of each of the following conditions:. (1a) Each The representations and warranties of the representations or warranties Purchasers contained in Section 6(a) of this Contract herein shall be true true, accurate and correct in all material respects as if made as of the Date Closing Date, except to the extent they expressly relate only to an earlier date. (b) All consents and approvals of governmental authorities and parties to agreements to which any Purchaser is a party or by which any asset owned by a Purchaser is bound that are required with respect to the consummation of the transactions contemplated by this Agreement shall have been obtained and copies thereof shall have been delivered to Seller at or prior to the Closing. (2c) No part On or prior to the Closing Date, (i) no Purchaser shall have applied for or consented to the appointment of a receiver, trustee or liquidator for himself or any of his assets unless the Property same shall have been acquireddischarged prior to the Closing Date, and no such receiver, liquidator or trustee shall have otherwise been appointed, unless same shall have been discharged prior to the Closing Date, (ii) no Purchaser shall have admitted in writing an inability to pay his debts as they mature, (iii) no Purchaser shall have made a general assignment for the benefit of creditors, (iv) no Purchaser shall have been adjudicated a bankrupt or insolvent, or had a petition for reorganization granted with respect to Purchaser, (v) no Purchaser shall be about have filed a voluntary petition seeking reorganization or an arrangement with creditors or taken advantage of any bankruptcy, reorganization, insolvency, readjustment or debt, dissolution or liquidation law or statute, or filed an answer admitting the material allegations of a petition filed against him in any proceeding under any such law or statute, or had any petition filed against him in any proceeding under any such law or statute unless the same shall have been dismissed, canceled or terminated prior to be acquired the Closing Date. (d) This Agreement shall not have been terminated, if expressly permitted herein. (e) The closing of title (the "Group A Closing") under and pursuant to that certain Purchase and Sale Agreement (the "Group A Agreement") dated April 28, 2000, by and among ▇▇▇▇▇▇ Park Associates, LLC, North Shore Triangle, LLC, Philips Yonkers, LLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇, LLC, Philips Shopping Center Fund, L.P. and Philips ▇▇▇▇ ▇▇▇▇ Associates, L.P., collectively as seller, and Kimco Income Operating Partnership, L.P., as purchaser, for each Property or Ground Lease (each as defined in the Group A Agreement) shall have occurred or shall have been excluded or postponed pursuant to the terms of the Group A Agreement. (f) All of the material conditions to and under the Group B Agreement required to have been satisfied as of immediately before the sale described in Section 1 above shall have been satisfied or waived. For the purposes of this Agreement, the "Group B Agreement" shall mean that certain Asset Contribution, Purchase and Sale Agreement dated April 28, 2000 (as evidenced by written notice thereofamended), by authority and among Operating Partnership, Philips International Realty Corp. ("Philips Corp."), Certain Affiliated Parties Signatory Thereto, KIR Acquisition, LLC, and Kimco Income Operating Partnership, L.P. 4.02 Each Purchaser's obligation under this Agreement to consummate the transaction contemplated herein is subject to the fulfillment of any each of the following conditions. (a) The representations and warranties of Seller contained herein shall be true, accurate and correct in all material respects as of the Closing Date, except to the extent they relate only to an earlier date. (b) All consents and approvals of governmental agency or other authority in the exercise of its power of eminent domain authorities and parties to agreements to which Seller is a party or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if which any asset of Seller is bound that are required with respect to the consummation of the transactions contemplated by this Agreement shall have received written notice of any been obtained and copies thereof shall have been delivered to such contemplated TakingPurchaser at or prior to the Closing. (c) On or prior to Closing Date, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent have applied for or consented to the appointment of a receiver, trustee or liquidator for itself or any Taking or agree to any condemnation award without of its assets unless the prior written consent of Purchaser (which consent same shall not be unreasonably withheld or delayed); (B) have been discharged prior to Closingthe Closing Date, Seller and no such receiver, liquidator or trustee shall provide Purchaser with an opportunity have otherwise been appointed, unless same shall have been discharged prior to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and Closing Date, (Cii) Seller shall reasonably cooperate not have admitted in writing an inability to pay its debts as they mature, (iii) Seller shall not have made a general assignment for the benefit of creditors, (iv) Seller shall not have been adjudicated a bankrupt or insolvent, or had a petition for reorganization granted with Purchaser after Closing respect to itself, (v) Seller shall not have filed a voluntary petition seeking reorganization or an arrangement with creditors or taken advantage of any bankruptcy, reorganization, insolvency, readjustment or debt, dissolution or liquidation law or statute, or filed an answer admitting the material allegations of a petition filed against it in prosecuting any claim for a condemnation award arising proceedings under any such law or statute, or had any petition filed against it in any proceeding under any of such law or statute unless the same shall have been dismissed, canceled or terminated prior to Closingthe Closing Date. (3d) All written notices of violations of governmental orders This Agreement shall not have been terminated, if expressly permitted herein. (e) The Group A Closing under and pursuant to the Group A Agreement for each Property or requirements noted Ground Lease (each as defined in the Group A Agreement) shall have occurred or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect excluded or postponed pursuant to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and terms of the parties performing such work shall be subject to Purchaser’s prior approvalGroup A Agreement. (4f) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion All of the Property, material conditions to and under the estimated cost Group B Agreement required to have been satisfied as of repair of which is One Hundred Thousand Dollars ($100,000.00) orimmediately before the sale described in Section 1 above shall have been satisfied or waived.

Conditions Precedent to Closing. a. The obligation initial disbursement of Purchaser to close hereunder the Loans shall be expressly conditioned uponsubject to the following conditions precedent, and subject toprovided, however, that if the Lender elects to make such initial disbursement prior to all of such conditions precedent being satisfied, the satisfaction (or written waiver by Purchaser) of each of the following conditionsBorrowers agree that they shall cause all such conditions to be satisfied within 30 days after such disbursement: (1a) Each The Loan Documents shall have been appropriately completed, duly executed by the parties thereto, recorded where necessary and delivered to the Lender. (b) No Default or Event of the Default shall have occurred and be continuing. (c) All representations or and warranties contained in Section 6(a) of this Contract herein shall be true in all material respects as if made as of and correct at the Date of ClosingClosing Date. (2d) No part of All legal matters incident to the Property Loans shall be satisfactory to counsel for the Lender, and the Borrowers agree to execute and deliver to the Lender such additional documents and certificates relating to the Loans as the Lender reasonably may request. (e) Financing statements in form and substance satisfactory to the Lender shall have been acquired, or shall be about properly filed in each office where necessary to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority perfect the Lender's security interest in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller Collateral, termination statements shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent been filed with respect to any Taking other financing statements covering all or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award Collateral and all taxes and fees with respect to be made in connection therewith; such recording and (C) Seller filing shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closinghave been paid by the Borrowers. (3f) All written notices of violations of governmental orders Intellectual Property subject or requirements noted entitled to United States copyright, patent or issued by any public authority having jurisdictiontrademark protection, and any action in any court against or affecting such documents as are necessary to perfect the PropertyLender's security interest therein, shall have been complied duly registered with by Seller the United States Patent and Trademarks Office or the Register of Copyrights, as applicable, and the Property Lender shall be free and clear thereof. In the event have received a search report confirming that any notices of violations no Liens are issued recorded with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approvalthereto. (g) The Borrowers shall have delivered to the Lender (1) certified copies of evidence of all corporate actions taken by the Borrowers to authorize the execution and delivery of the Loan Documents, (2) certified copies of the article of incorporation, and bylaws of the Borrowers, (3) a certificate of incumbency for the officers of the Borrowers executing the Loan Documents, (4) The Property shall possess all clearancesa good standing certificate, permitsdated not more than 30 days prior to the Closing Date, occupancy certificates, licenses and registrations necessary for its intended purposefrom the appropriate state official of any state in which the Borrowers are incorporated or qualified to do business, and (5) such additional supporting documents as the same Lender or counsel for the Lender reasonably may request. (h) The Lender shall have received (1) a Borrowing Base Certificate, (2) an Aging, and (3) a report setting forth the status of all contracts relating to Eligible Receivables from the most recent fiscal month and shall be in full force form and effect, in good standing and not subject substance satisfactory to any known or threatened challengethe Lender. (5i) There The Lender shall be no unrepaired damage by fire or other casualty to any portion have received a field examination report of the PropertyCollateral in form and substance acceptable to it. (j) The Lender shall have received the written opinion of counsel to the Company, in form and substance satisfactory to the estimated cost Lender. (k) The Lender shall have received financing statement, judgment and tax lien searches reflecting that there are no Liens outstanding against the Collateral other than those permitted by the Agreement. (l) The Lender shall have received evidence that the Borrowers have obtained the insurance required by this Agreement. (m) The Lender shall have received such landlord and mortgage waivers as it shall require. (n) The Lender shall have received the audited financial statements of repair the Company for its fiscal year ending on March 31, 1999. (o) The Lender shall have received the Release Agreement, duly executed by the Borrowers. (p) The Lender shall have received such merger documents evidencing the merger of which is One Hundred Thousand Dollars ($100,000.00) orTechnology into the Company as the Lender shall require.

Conditions Precedent to Closing. a. The obligation initial disbursement of Purchaser to close hereunder the Loans shall be expressly conditioned upon, and subject to, the satisfaction (or written waiver by Purchaser) of each of to the following conditionsconditions precedent: (1a) Each The Loan Documents shall have been appropriately completed, duly executed by the parties thereto, recorded and or filed where necessary and delivered to the Lender, and all taxes and fees with respect to such recording and filing shall have been paid by the Borrower. (b) No Default or Event of the Default shall have occurred and be continuing. (c) All representations or and warranties contained in Section 6(a) of this Contract herein shall be true in all material respects as if made as and correct at the date of the Date of Closing. (2d) No part All legal matters incident to the Loans shall be satisfactory to counsel for the Lender, and the Borrower agrees to execute and deliver to the Lender such additional documents and certificates relating to the Loans as the Lender may reasonably request. (e) If required by the Lender, the Lender shall have received an opinion of counsel to the Property Borrower as to such matters as the Lender may request, in form and substance satisfactory to the Lender and its counsel. (f) Financing statements in form and substance satisfactory to the Lender shall have been acquired, or shall be about properly filed in each office where necessary to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority perfect the Lender's security interest in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller Collateral, termination statements shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent been filed with respect to any Taking other financing statements covering all or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property Collateral (except with respect to Liens permitted by this Agreement), and all taxes and fees with respect to such recording and filing shall have been paid by the Borrower; provided that the Lender may choose to waive this condition with respect to the filing of certain financing statements or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising termination statements prior to Closing. (3g) All written notices If requested by the Lender, the Borrower shall have delivered to the Lender (i) certified copies of violations evidence of governmental orders all corporate actions taken by the Borrower and each Corporate Guarantor to authorize the execution and delivery of this Agreement, the Note and the other Loan Documents, (ii) a certificate of incumbency for the officers of the Borrower and each Corporate Guarantor executing the Loan Documents required herein, (iii) a good standing certificate dated not more than 30 days prior to the date of the Closing from the appropriate state official of any state in which the Borrower or requirements noted any Corporate Guarantor is incorporated or issued by any public authority having jurisdictionqualified to do business, and any action in any court against (iv) such additional supporting documents as the Lender or affecting counsel for the PropertyLender may reasonably request. (h) The Lender shall have received a Borrowing Base Certificate, a listing and aging of Accounts Receivable, a listing of accounts payable of the Borrower, a report setting forth the status of all contracts, all of which shall be of a current date, shall have been complied with be appropriately completed and duly executed by Seller the chief financial officer of the Borrower, the Treasurer of the Borrower or such other financial officer of the Borrower as is acceptable to the Lender and the Property generally shall be free in form and clear thereof. In substance satisfactory to the event Lender. (i) The Lender shall have received and approved a current financial statement of any Guarantor. (j) The Lender shall have received evidence satisfactory to it that any notices of violations are issued the Borrower has obtained the insurance required by this Agreement. (k) The Lender shall have received such landlord and mortgage waivers as it shall request with respect to the Property prior to Closing, all corrective work required thereby shall be performed by any landlord or paid by Seller. The nature, extent, methods and materials for mortgagee which may claim or have an interest in any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) orCollateral.

Conditions Precedent to Closing. a. 8.1. Each of Seller and Purchaser shall use commercially reasonable efforts to timely fulfill those of the following conditions as are its obligation hereunder. 8.2. The obligation obligations of Purchaser to close hereunder shall be expressly conditioned upon, on the purchase and sale of the Assets are subject to, to the satisfaction (or written waiver by Purchaser) of each of the following conditions: (1i) Each Tender of the representations or warranties contained documents to be executed by Seller as of the Closing, as provided in Section 6(a9.1 hereof. (ii) of All consents provided in Section 7.3(a), and the Landlord Estoppels provided in Section 7.4, shall have been obtained. (iii) On the Closing Date, all representations and warranties made by Seller in this Contract Agreement shall be true and correct in all material respects as if made on and as of the Date of ClosingClosing Date. (2iv) No part The Title Company shall be prepared to issue the Title Policies showing Purchaser as owner of the Property shall have been acquiredFee, or shall be about and as vested in a leasehold interest as to be acquired the Restaurant Leaseholds, in each case subject only to such exceptions as are acceptable to Purchaser (as evidenced by written notice thereofthe "Permitted Exceptions"). (v) On the Closing Date, by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to be in material default in the performance of any Taking covenant or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award agreement to be made in connection therewith; and (C) performed by Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closingunder this Agreement. (3vi) All written notices The execution and delivery of violations of governmental orders or requirements noted or issued this Agreement by any public authority having jurisdictionSeller, and any action in any court against or affecting the Propertyperformance of its covenants and obligations under it, shall have been complied with duly authorized by all necessary corporation action, and Purchaser shall have received copies of all resolutions pertaining to that authorization, certified by the secretary of Seller. 8.3. The obligations of Seller to close the purchase and sale of the Property Assets are subject to the satisfaction of the following conditions: (i) Tender of the Purchase Price, reduced or increased by any credits and adjustments, and tender of the documents to be executed by Purchaser as of the Closing, as provided in Section 9.1 hereof. (ii) All consents provided in Section 7.3(a) shall have been obtained. (iii) On the Closing Date, all representations and warranties made by Purchaser in this Agreement shall be free true and clear thereof. In correct in all material respects as if made on and as of the event that Closing Date. (iv) On the Closing Date, Purchaser shall not be in material default in the performance of any notices of violations are issued with respect covenant or agreement to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approvalPurchaser under this Agreement. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. The obligation closing of the transaction contemplated by this Agreement and all the obligations of Purchaser under this Agreement are subject to close hereunder shall be expressly conditioned uponfulfillment, and subject toon or before the Closing Date, the satisfaction (or written waiver by Purchaser) of each of the following conditions:conditions precedent (“Conditions Precedent”): (1) Each a. The status and marketability of the representations or warranties contained in Section 6(a) of this Contract shall be true in all material respects as if made as of the Date of Closing. (2) No part of the Property title shall have been acquired, or established to Purchaser's satisfaction in accordance with Section 3. b. Purchaser shall have successfully closed on the transactions contemplated by the Asset Purchase Agreement. c. Seller and Classic shall have executed the Termination Agreement related to the Lease as set forth in the Asset Purchase Agreement and delivered a copy of the same to Purchaser. d. Purchaser shall be about to be acquired (as evidenced by written notice thereof), by authority satisfied with the results of any governmental agency or other authority in the exercise Purchaser’s Inspections of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to in Purchaser’s prior approvalsole discretion. (4) e. The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion condition of the Property, the estimated cost Personal Property, and the Improvements shall be acceptable to Purchaser upon inspection by Purchaser on the day prior to the Closing Date. f. The representations and warranties made by Seller in Section 8 shall be correct as of repair the Closing Date with the same force and effect as if such representations and warranties were made at such time. g. Any assignee of which Purchaser shall have executed a resolution authorizing and approving the purchase of the Property as evidenced by this Agreement. h. Purchaser shall have received all necessary governmental and other approvals, licenses, and permits for Purchaser’s intended use and operation of the Property as an adult entertainment business serving alcohol. i. Purchaser shall have obtained a current letter from the zoning and planning department of the City of Minneapolis setting forth the zoning code affecting the Property and stating that the Property is One Hundred Thousand Dollars in conformity with all applicable zoning, building and subdivision laws. Purchaser may acknowledge satisfaction or waiver of any of the Conditions Precedent, only by delivering written notice of satisfaction or waiver to Seller on or before the close of business on the last day of the Inspection Period. If Purchaser does not acknowledge in writing the satisfaction of the Conditions Precedent ($100,000.00or otherwise waive the same in writing) oron or before the close of business on the last day of the Inspection Period then, this Agreement shall automatically be deemed to be terminated, without action required of either party, the ▇▇▇▇▇▇▇ Money (and all accrued interest) shall be returned to Purchaser, and Purchaser and Seller shall thereafter be released from any liability or obligation hereunder.

Conditions Precedent to Closing. a. The obligation obligations of Purchaser the Lenders to close make Loans hereunder shall be expressly conditioned upon, and subject to, not become effective until the satisfaction (or written waiver by Purchaser) of date on which each of the following conditions:conditions is satisfied (or waived in accordance with Section 9.02) (such date, the “Closing Date”): (1a) Each of The Administrative Agent (or its counsel) shall have received Notes executed by the representations or warranties contained in Section 6(aBorrower and payable to each Lender requesting (at least one Business Day prior to the Closing Date) of this Contract a Note, duly completed and dated the Closing Date. (b) The Specified Representations shall be true and correct in all material respects as if made on and as of the Date Closing Date, both before and after giving effect to the Borrowing to occur on such date. The Specified Purchase and Sale Agreement Representations shall be true and correct on and as of Closingthe Closing Date, except to the extent that any such failure to be true and correct would not provide the Buyer a right to terminate its obligations under the Purchase and Sale Agreement or decline to consummate the Acquisition as a result of the breach of such Specified Purchase and Sale Agreement Representations. (2c) No part The Administrative Agent shall have received a certificate of an Authorized Officer of the Property Borrower dated the Closing Date, certifying: (i) as to the accuracy of the matters referred to in clause (b) above; and (ii) as to the matter described in clause (h) below (and setting forth reasonably detailed calculations of such compliance). (d) The Administrative Agent, the Sole Lead Arranger and the Lenders shall have received all fees, in an amount and at times separately agreed in writing, and other amounts due and payable to them on or prior to the Closing Date, including, to the extent invoiced at least three Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree), reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document (including the reasonable fees, disbursements and other charges of one primary counsel to the Administrative Agent). (e) The Administrative Agent shall have received the (i) Annual Audited Financial Statements, (ii) Quarterly Unaudited Financial Statements, (it being agreed that the filing of such financial statements or reports with the SEC on Form 10-Q or Form 10-K, as applicable, by the Borrower shall satisfy the delivery requirement under this Section 4.02(e)(i) and (ii)) and (iii) the Pro Forma Financial Statements. (f) The Administrative Agent shall have received a solvency certificate from the Chief Financial Officer of the Borrower, in the form of Exhibit G, certifying that the Borrower and its Subsidiaries, taken as a whole, after giving effect to the Transactions are Solvent. (g) The Borrower shall have in effect a Public Debt Rating from each of S&P and ▇▇▇▇▇’▇. (h) The Borrower shall be in pro forma compliance with Section 6.05 after giving pro forma effect to the Transactions as of the end of the most recent fiscal quarter for which financial statements are available. (i) The Acquisition and the other Transactions shall be consummated substantially concurrently with the Borrowing on the Closing Date, in all material respects in accordance with the Purchase and Sale Agreement, and the Purchase and Sale Agreement shall not have been amended or modified, and no condition shall have been acquiredwaived or consent granted, in any respect that is materially adverse to the Lenders or the Sole Lead Arranger without the Sole Lead Arranger’s prior written consent; it being understood and agreed that (w) any decrease in the Acquisition Consideration in excess of 10% that is not accompanied by a dollar-for-dollar reduction in the Aggregate Commitment (but only after giving effect to any required reduction of commitments pursuant to Section 2.09(e)), (x) any increase in Acquisition Consideration (other than any such increase made pursuant to the terms of the Purchase and Sale Agreement in excess of 10%), (y) any amendment or modification to, waiver of or consent under Sections 5.10, 5.14, 6.4 (except for modifications to Exhibit G of the Purchase and Sale Agreement contemplated by clause (z) below), 6.5 or 6.6 (as it relates to the obligations under Sections 5.10 and 5.14 of the Purchase and Sale Agreement only) of the Purchase and Sale Agreement or (z) any modification to Exhibit G of the Purchase and Sale Agreement, or any consent letter countersigned by Statoil USA Onshore Properties Inc. pursuant to Section 6.4(a) of the Purchase and Sale Agreement, that contemplates the Buyer not seeking, or relinquishing operatorships so that it would not hold, operatorship of substantially all of the Acquired Assets, shall in each case be about deemed to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event modification that any notices of violations are issued with respect is materially adverse to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approvalLenders. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. i. The obligation of Purchaser the Parties to close hereunder shall be expressly conditioned upon, and subject to, consummate the satisfaction (or written waiver by Purchaser) of each of the following conditions: (1) Each of the representations or warranties contained in Section 6(a) of this Contract shall be true in all material respects as if made as of the Date of Closing. (2) No part of the Property shall have been acquired, or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such transactions contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work herein shall be subject to Purchaser’s prior approvalthe following conditions having been met or waived by both Parties: a. The governmental approvals set forth in Schedule 4.2(i)(a) have been obtained by the Purchaser and any waiting periods under Applicable Laws have expired or been terminated by the competent authorities. b. There are no judgments or Orders outstanding which enjoin the transactions and no law suits have been filed that threaten to enjoin the transactions. ii. The obligation of the Purchaser to consummate the transactions contemplated herein shall be subject to the following conditions having been met or waived by the Purchaser: a. All consents of third parties under the Change of Control Contracts set forth in Schedule 4.2(ii)(a) have been obtained. b. The Seller has delivered to the Purchaser the combined balance sheet, income statement, comprehensive income statement, cash flow statement and statement of changes in equity of the Business and notes thereto as of and for the 12 months ended December 31, 2010 (4without comparable figures for 2009) prepared in accordance with IFRS and accompanied by an unqualified audit report of PwC. c. No Material Adverse Change has occurred after this Agreement has been signed. Each Party shall file the necessary applications or other documents required to be filed by such Party and undertake any further steps to obtain the governmental approvals listed in Schedule 4.2(i)(a) as soon as practicable after the signing of this Agreement. The Property Purchaser shall possess pay the fees associated with such filings. Each party shall promptly inform the other Party on all clearances, permits, occupancy certificates, licenses the steps such Party undertakes with regard to these procedures and registrations on any Orders or other relevant communications issued by the competent authorities. Each Party shall support the other Party by providing all the information about itself and its Associated Companies that is necessary for such applications and procedures. Should a competent authority require undertakings or remedies from the Parties as a condition to granting approval, the Parties shall use their best endeavors to meet such requirements to the extent they do not materially change the transactions contemplated herein. Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the Purchaser or any of its intended purposeAssociated Companies be required to agree to sell, divest, dispose of or hold separate any assets or businesses of the Purchaser or any of its Associated Companies or of any of the Companies unless the Parties agree on compensation by Seller for such actions. Immediately after the signing of this Agreement, the Seller shall contact the counter parties to the Change of Control Contracts in order to obtain the consents or provide the notices required by such contracts and use its best efforts to obtain such consents. The Purchaser shall support the Seller in its endeavors and in particular participate in meetings with the counter parties concerned if this is requested by such counter party or by the Seller and provide the information reasonably requested by these counter parties or by the Seller on the Purchaser. Immediately after the signing of this Agreement the Seller shall finalize the notes to the combined financial statements of the Business for 2010 and shall cause PwC to audit pursuant to the engagement letter attached hereto as Schedule 4.2(iii) such combined financial statements as described in art. 4.2(ii)(b) of this Agreement in accordance with U.S. Generally Accepted Audited Standards in form suitable for filing with the U.S. Securities and Exchange Commission so that such audited financial statements can be delivered to the Purchaser as soon as possible. The Seller shall cooperate with PwC in all reasonable respects to allow PwC to conclude such audit as soon as possible but shall not assume any responsibility for compliance with U.S. Generally Accepted Audited Standards or the requirements of the U.S. Securities and Exchange Commission. The content of such audited financial statements is, however, irrelevant for the condition precedent, i.e., the Parties shall close the transaction even if the audited financial statements as described in art. 4.2(ii)(b) should deviate from the 2010 Annual Financial Statement provided that all the other conditions precedent listed above have been satisfied or waived by each Party entitled to waive such condition. Subject to the other terms of this Agreement, the Seller and the same Purchaser shall contest any law suits and appeal any Orders and judgments that impede the transactions pursuant to art. 4.2(i)(b). The cost of such lawsuit shall be in full force and effectborne by the Party whose shareholders or creditors have sued. Should the conditions under art. 4.2(i) not be met or waived by the Parties by October 6, in good standing and 2012 (the “Deadline”) each Party may rescind this Agreement without any financial consequence unless the condition concerned has not subject been met due to a violation of this Agreement by a Party. Should the conditions under art. 4.2(ii) not be met or waived by the Purchaser by the Deadline the Purchaser may rescind this Agreement without any known or threatened challenge. (5) There shall be no unrepaired damage financial consequence unless the condition concerned has not been met due to a violation of this Agreement by fire or other casualty to any portion of the PropertyPurchaser. Notwithstanding the foregoing, the estimated cost second paragraph of repair art. 11.1, art. 11.7 and art. 12 shall survive termination of which is One Hundred Thousand Dollars ($100,000.00) orthis Agreement.

Conditions Precedent to Closing. a. 12.1 The obligation obligations of Purchaser Seller to close hereunder deliver title to the Property and to perform the other covenants and obligations to be performed by Seller on the Closing Date shall be expressly conditioned upon, and subject to, the satisfaction (or written waiver by Purchaser) of each of to the following conditions:conditions (all or any of which may be waived, in whole or in part, by Seller): (1a) Each of the The representations or and warranties contained in Section 6(a) of this Contract made by Purchaser herein shall be true and correct in all material respects with the same force and effect as if though such representations and warranties had been made on and as of the Date of ClosingClosing Date. (2b) No part Purchaser shall have delivered to Seller all of the documents provided herein for said delivery. 12.2 The obligations of Purchaser to accept title to the Property shall have been acquired, or and to perform the other covenants and obligations to be performed by Purchaser on the Closing Date shall be about subject to the following conditions (all or any of which may be acquired (as evidenced by written notice thereof)waived, in whole or in part, by authority Purchaser): (a) The representations and warranties made by Seller herein shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof Closing Date. (a “Taking”). If such a Taking has occurred or if b) Seller shall have received written notice of any such contemplated Taking, performed all covenants and obligations undertaken by Seller herein in all respects and complied with all conditions required by this Agreement to be performed or complied with by it on or before the Closing Date. (c) The Title Company is unconditionally prepared to issue to Purchaser may, at its sole option a Title Policy meeting the requirements set forth in Section 4 hereof for an "insurable title". (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (Ad) Seller shall not consent have delivered to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion all of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim documents provided herein for a condemnation award arising prior to Closingsaid delivery. (3e) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the The Real Property shall be free in compliance with the Transfer Act. Seller shall, at Seller's sole cost and clear thereofexpense, make all submissions to, provide all information to and comply with all requirements of the Connecticut Department of Environmental Protection or its successor. In the event that any notices of violations are issued with respect the Real Property is not an establishment subject to the Property Transfer Act, prior to the Closing, all corrective work required thereby shall be performed by Seller shall, at its sole cost and expense, provide to Purchaser an affidavit of an officer, member or paid by Seller. The nature, extent, methods and materials for any corrective work and manager of Seller stating that the parties performing such work shall be Real Property is not an establishment which is subject to Purchaser’s prior approvalthe provisions of the Transfer Act. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5f) There shall not be no unrepaired damage by fire or other casualty to any portion of sewer moratorium affecting the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or.

Conditions Precedent to Closing. a. The Purchaser's obligation to consummate the Closing is subject to satisfaction of all of the conditions set forth in this Section 9 of this Agreement. Purchaser may waive any or all of such conditions in whole or in part but any such waiver shall be effective only if made in writing. If Purchaser consummates the Closing notwithstanding that Sellers have not complied with one or more of the conditions precedent, Purchaser shall be deemed to have elected to waive its rights and remedies against Sellers in respect to such matters. Each of the following are conditions precedent (the "Conditions Precedent") to the obligation of Purchaser to close hereunder complete the Closing and purchase the Partnership Interests. If any Condition Precedent is not satisfied on the Closing Date, Purchaser shall be expressly conditioned uponhave the right to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money, and subject toshall have all remedies pursuant to Section 10 hereof. 9.1 Sellers shall not have received any notice that the Improvements are in violation of any applicable local, state or federal laws in any respect that has not been cured prior to the satisfaction (or written waiver by Purchaser) Closing Date. 9.2 Each and every representation and warranty of each of the following conditions: (1) Each of the representations or warranties contained in Section 6(a) of this Contract shall be Sellers is materially true in all material respects as if made and correct as of the Effective Date of Closingand the Closing Date. (2) No part 9.3 As of the Property Closing Date, Sellers shall have been acquired, or not be in material default under this Agreement. 9.4 The risk of loss until the Closing shall be about borne by Sellers. Sellers shall promptly give Purchaser written notice of any damage to be acquired the Property, describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage. If such damage is not Material (as evidenced by written notice thereofdefined herein), at the Closing Sellers shall deliver to Purchaser an amount, as reasonably determined by authority Sellers, equal to (x) the proceeds paid to Owner by Owner's insurer, plus (y) the amount of any governmental agency or other authority deductibles, plus (z) the difference between the actual cost to restore the Property and the aggregate amount described in the exercise of its power of eminent domain or by private purchase in lieu thereof immediately preceding clauses (a “Taking”x) and (y). If such proceeds have not then been paid to Owner, at the Closing, Sellers shall give Purchaser a Taking has occurred or if Seller shall have received written notice credit against the Purchase Price in an amount, as reasonably determined by Sellers, equal to (a) the proceeds to be paid to Owner by Owner's insurer, plus (b) the amount of any deductibles, plus (c) the difference between the actual cost to restore the Property and the aggregate amount described in the immediately preceding clauses (a) and (b). If such contemplated Takingdamage is Material (as defined herein), Purchaser maymay elect by notice to Sellers given within ten (10) days after Purchaser is notified of such damage (and the Closing shall be extended, at its sole option if necessary, to give Purchaser such ten (i10) day period to respond to such notice) to either (a) proceed in the same manner as in the case of damage that is not Material or (b) terminate this Contract and receive a full refund of Agreement, in which event the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property ▇▇▇▇▇▇▇ Money shall be free and clear thereofimmediately returned to Purchaser. In the event that Purchaser does not timely notify Seller of its election as set forth in the immediately preceding sentence, Purchaser shall be deemed to have elected the preceding clause (b). Damage as to any notices one or multiple occurrences shall be defined as "Material" if the cost to repair the damage exceeds $750,000.00. 9.5 The risk of violations loss until the Closing shall be borne by Sellers. Sellers shall promptly give Purchaser any notice that it receives of any eminent domain proceedings that are issued threatened or instituted with respect to the Property prior from governmental authorities having jurisdiction over the Property and having the power of eminent domain with respect to the Property. By notice to Seller given within ten (10) days after Purchaser receives any such notice described in the immediately preceding sentence, and if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election, Purchaser shall (a) in the event and only in the event that the eminent domain proceedings described in the applicable notice would result in a Material Condemnation (as defined herein), have the option to terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be immediately returned to Purchaser or (b) proceed under this Agreement, in which event at the Closing, all corrective work required thereby Sellers shall be performed by or paid by Sellerturn over to Purchaser any award it has received with respect to such taking and shall assign to Purchaser its right to any award. The natureterm "Material Condemnation" shall mean the occurrence of any one of the following: (a) a condemnation or taking of all or substantially all of the Property by any governmental authority having jurisdiction over the Property, extent(b) any or all of the material improvements at the Property are, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of any material improvement at the Property is (and such portion is material to the current use and occupancy of the Property as an apartment project), condemned or taken by any governmental authority having jurisdiction over the Property, (c) any easement, or any portion of any easement (and such easement or portion of such easement is material to the current use and occupancy of the Property as an apartment project), located on or otherwise benefiting the Property is condemned or taken by any governmental authority having jurisdiction over the Property as a result of which the current use and occupancy of the Property as an apartment project is adversely affected, (d) access to or from the Property is impaired in any manner whatsoever as a result of any condemnation or taking by any governmental authority having jurisdiction over the Property, (e) as a consequence of any condemnation or taking by any governmental authority having jurisdiction over the Property, the estimated cost property so condemned or taken results in the Property not complying in all respects with all requirements of repair all governmental authorities having jurisdiction over the Property, including, without limitation, all zoning laws, rules and regulations governing the Property, or (f) any other condemnation or taking by any governmental authority having jurisdiction over the Property as a result of which the current use and occupancy of the Property as an apartment project is One Hundred Thousand Dollars ($100,000.00) ormaterially adversely affected.

Conditions Precedent to Closing. a. The following conditions shall exist at the time of Closing hereunder, and the obligation of Purchaser to close hereunder shall be expressly conditioned upon, upon and subject to, to the satisfaction (or written waiver by Purchaser) of each of the following conditionssuch condition: (1) Each of the representations or warranties contained in Section 6(a) of this Contract shall be true in all material respects as if made as of the Date of Closing. (2) No part of the Property A. Seller shall have been acquired, or shall be about delivered to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof Purchaser an estoppel certificate (a “TakingTenant Estoppel”) from at least eighty percent (80%) of the tenants under the Retail Leases. The Tenant Estoppel will be substantially in a form reasonably acceptable to Seller, Purchaser, and Purchaser’s Lender, dated not more than forty-five (45) and not less than fifteen (15) days before the Closing (hereinafter defined). . B. If such a Taking has occurred or if required by any lender providing financing for Purchaser’s acquisition of the Property, Seller shall have received written notice delivered to Purchaser duly executed originals of subordination, non-disturbance and attornment agreements (the “SNDA Agreements”) from any such contemplated Taking, Tenant that has recorded a Memorandum of Lease that encumbers the Property in the form to be approved by Seller and Purchaser may, at its sole option (i) terminate this Contract during the Feasibility Period and receive a full refund from any Tenant that the Purchaser’s lender requests which by the terms of the Deposit and any interest earned thereonLease is not already self-subordinating; or (ii) continue this Contractprovided, pay the full purchase price without reductionhowever, accept an assignment that if a form of Seller’s rights in any condemnation award (whether received prior SNDA Agreement is attached to or after Closing) and proceed otherwise prescribed in an applicable Lease, then such form shall be deemed to Closing; provided that, (A) be acceptable to Purchaser. Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion deliver all of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising SNDA Agreements without modification prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, C. The Improvements shall not have been complied with damaged by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by fire or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approvalother casualty. (4) D. The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same Leases shall be in full force and effect. Each tenant under the Leases shall be in compliance with the terms and conditions of the Leases. Neither Seller (as landlord) nor any Tenant shall be in default in the performance of any of their respective obligations under the Leases. E. No litigation, injunction, condemnation, rezoning or other action or proceeding shall be pending against the Property. F. Each of the representations and warranties made by Seller herein shall be true and correct in all material respects on the date of Closing. G. Title to the Property shall not have changed from the condition which existed on the Effective Date. H. Seller shall have performed, or Purchaser shall have waived in writing, each and every obligation and covenant of Seller to be performed by it pursuant to this Agreement. I. Except for the amounts payable by Purchaser in accordance with Section 9.1, Seller shall have paid, and provided satisfactory evidence of such payment to Purchaser, all hard and soft costs payable in connection with full completion of the Retail Condominium improvements and the Residential Condominium improvements, including, without limitation, completion of all common areas associated therewith, in good standing accordance with the plans approved by Purchaser. Such obligation shall include the payment of any retainages held by Seller. If any one or more of conditions set forth above are not satisfied as of the date specified for Closing hereunder, then Purchaser shall, at its option, either (a) waive such condition in writing and not subject to make full Closing under this Agreement without any known adjustment in the Purchase Price, or threatened challenge. (5b) There terminate this Agreement and obtain a refund of its Deposit, whereupon Seller and Purchaser shall be no unrepaired damage by fire thereupon released from all further liability or other casualty obligation under the Agreement. Purchaser shall have the right to any portion waive some or all of the Propertyforegoing conditions as determined in its sole and absolute discretion; provided, the estimated cost of repair of which however, that no such waiver shall be effective or binding on Purchaser unless it is One Hundred Thousand Dollars ($100,000.00) orin writing and executed by Purchaser.

Conditions Precedent to Closing. a. a) The obligation of Purchaser Buyer under this Agreement to close hereunder shall be expressly conditioned upon, and purchase the Property from Sellers are subject to, to the satisfaction (or written waiver by Purchaser) of each of the following conditions:conditions (any of which may be waived in whole or in part by Buyer in writing on or prior to the Closing Date): (1) Each On the Closing Date, there shall be no injunction or similar order preventing the performance of this Agreement. 2) Sellers shall have delivered to Buyer and to Settlement Agent such documentary and other evidence as ▇▇▇▇▇’s legal counsel may reasonably require evidencing the authority of the person or persons who are executing the various documents on behalf of Sellers in connection with the Agreement. 3) Sellers’ representations or and warranties contained in Section 6(a) of this Contract shall continue to be true and correct in all material respects as if made as of the Date of ClosingClosing Date. (24) No part All of the Property material obligations of Sellers under this Agreement to be performed from and after the Effective Date through the Closing Date shall have been acquiredperformed by Sellers. 5) The Property shall not have been damaged by fire, flood or natural disaster. 6) The Property and improvements thereto shall be about to be acquired (in substantially the same condition at Closing as evidenced by written notice thereof), by authority of any governmental agency or other authority in on the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”)Effective Date. If such a Taking has occurred or if Seller Buyer shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay right to inspect the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received Property immediately prior to or after Closing) and proceed Closing to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller assure itself that no change in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereofcondition has occurred. In the event that any notices of violations are issued with respect the foregoing conditions to Closing have not been met or waived in writing by ▇▇▇▇▇ on or before the Closing Date, Buyer shall have the right to terminate this Agreement at any time prior to such respective dates by written notice to Sellers. Upon receipt of such timely notice, Buyer shall assign to Sellers all investigations, engineering and other reports related to the Property prior to Closingand thereafter, all corrective work required thereby this Agreement shall be performed by or paid by Seller. The nature, extent, methods deemed terminated and materials neither party shall have any further obligation to the other (except as otherwise expressly provided in this Agreement) and except for breach of any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion covenant which causes a non-satisfaction of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) orcondition giving rise to such termination.

Conditions Precedent to Closing. a. The 5.1 Purchaser’s obligation of Purchaser to close hereunder shall be expressly conditioned upon, and purchase the Property is subject to, to the satisfaction (or written waiver by Purchaser) of each , of the following conditionsconditions prior to Closing: (1a) Each Seller is able to convey to Purchaser good and marketable title to the Property and the Improvements by good and sufficient general warranty deed (the “Deed”) satisfactory to Purchaser, subject to the Permitted Exceptions. (b) The representations, warranties and covenants of the representations or warranties contained in Section 6(a) of this Contract Seller herein shall be true and correct in all material respects on the date of this Agreement and on the Closing Date as if each were made as of again at such time, subject to 6.3, and Seller shall have complied fully with all agreements to be performed by it at or prior to the Date of ClosingClosing Date. (2c) No part suit, action or proceeding shall have been instituted to restrain or prohibit the acquisition by Purchaser or the transfer by Seller of the Property Rights in accordance with the terms of this Agreement, nor shall any action, suit or proceeding have been acquiredinstituted or be pending against or affecting Purchaser, Seller, or the Property Rights. (d) The Property shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise same condition and repair, less ordinary wear and tear, as it was on the date of its power this Agreement, except for matters related to condemnation and/or casualty, which shall be governed by Article X of eminent domain or by private purchase in lieu thereof this Agreement. (a “Taking”). If such a Taking has occurred or if e) Seller shall have received written notice furnished to Purchaser or Title Company the Deed and all other documents to be executed and/or delivered by Seller under this Agreement and shall have observed and performed all other material obligations of any Seller under this Agreement. (f) Seller shall have furnished to Purchaser, Title Company, or Lender, in a form reasonably acceptable to Purchaser, such contemplated Takingother commercially reasonable documents as are necessary for Closing or assuming the Loan. (g) Estoppel certificates, in the form of Exhibit C, or in such other form as may be required by a particular Lease, executed by each Tenant under the Leases (the “Estoppel Certificates”) shall be delivered to Purchaser may, at its sole option least five (5) days prior to the Closing Date. (h) The Title Company irrevocably commits to issue the Owner’s Policy subject only to the Permitted Exceptions and containing the Special endorsements. (i) terminate this Contract and receive a full refund All Certificates of Occupancy for spaces within the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to ClosingImprovements have been issued. (3j) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdictionPurchaser shall have received an REA Estoppel (the “REA Estoppel”) in the form and substance reasonably acceptable to Purchaser from all parties to all restrictions and easements agreements, operating and easement agreements, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices other similar agreements of violations are issued record with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and (collectively the parties performing such work shall be subject to Purchaser’s prior approval“REA’s”). (4k) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same Leases shall be in full force and effect, in good standing effect and not subject to any known or threatened challengethere shall be no default thereunder. (5l) There shall be no unrepaired damage by fire or other casualty to any portion material adverse change after the Effective Date in the financial condition of the PropertyTenants nor shall have any of the Tenants closed or vacated their premises. (m) At least eighty-five percent (85%) of the gross leaseable area of the Improvements shall be leased to Tenants under Leases which Tenants are in occupancy, the estimated cost paying full rent, open for business and hold a valid certificate of repair of which is One Hundred Thousand Dollars ($100,000.00) oroccupancy for such space.

Conditions Precedent to Closing. a. The obligation All obligations of Purchaser Fieldcrest, SoftLock and the Principal Stockholder under this Agreement are subject to close hereunder shall be expressly conditioned uponthe fulfillment, prior to or at the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Section 4 herein, and subject tofulfillment, prior to the satisfaction (or written waiver by Purchaser) Closing, of each of the following conditions: (1a) SoftLock's, the Principal Stockholder's and Fieldcrest's representations, warranties and covenants contained in this Agreement shall be true at the time of Closing as though such representations, warranties and covenants were made at such time. (b) SoftLock, the Principal Stockholder and Fieldcrest shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by each prior to or at the Closing. (c) Each SoftLock Stockholder acquiring Exchange Stock will be required, at Closing, to submit an agreement confirming that all the Exchange Stock received will be acquired for investment and not with a view to, or for sale in connection with, any distribution thereof, and agreeing not to transfer any of the Exchange Stock for a period of one year from the date of the Closing, except to those persons approved by legal counsel to Fieldcrest as falling within an exemption from registration under the Securities Act of 1933 and any applicable state securities laws, which transfers do not constitute a public distribution of securities, and in which the transferees execute an investment letter in form and substance satisfactory to counsel for Fieldcrest. Each SoftLock Stockholder acquiring Exchange Stock will be required to transfer to Fieldcrest at the Closing his/her respective SoftLock Shares, free and clear of all liens, mortgages, pledges, encumbrances or changes, whether disclosed or undisclosed. (d) Each of the representations SoftLock Stockholders who shall tender SoftLock Stock at Closing shall have provided Fieldcrest with a "Letter of Acceptance and Investor Qualification," substantially in the form of Exhibit H hereof ("Acceptance Letter") and dated as of the date of the Closing. Upon inspection of the Acceptance Letters, Fieldcrest must be satisfied that each such Stockholder, together with his investment advisors, if any, (i) has been provided by Fieldcrest with such information and such access to the respective books and records and management of Fieldcrest and SoftLock as to warrant a conclusion that the issuance of Exchange Stock to the Stockholder will enjoy an exemption under Regulation D from the registration requirements of the Act and (ii) has availed himself of such information and access to the degree he thought necessary or warranties contained desirable for purposes of making an investment in Section 6(athe Exchange Stock. (e) Fieldcrest shall have been presented with, and shall have approved, an updated version of ▇▇▇▇▇▇▇▇ ▇,▇,▇ and D, prepared by SoftLock, current as of the Closing. (f) Each party shall have received favorable opinions from the other party's counsel on such matters in connection with the transactions contemplated by this Agreement as are reasonable. (g) Each party shall have satisfied itself that since the date of this Contract Agreement the business of the other party has been conducted in the ordinary course. In addition, each party shall be true have satisfied itself that no withdrawals of cash or other assets have been made, other than in the ordinary course, and no indebtedness has been incurred since the date of this Agreement, except with respect to services rendered or expenses incurred in connection with the Closing of this Agreement, unless said withdrawals or indebtedness were either authorized by the terms of this Agreement or subsequently consented to in writing by the parties. (h) Except as disclosed in the Exhibits hereto, each party covenants that, to the best of its knowledge, it has complied in all material respects with all applicable laws, orders and regulations of federal, state, municipal and/or other governments and/or any instrumentality thereof, domestic or foreign, applicable to their assets, to the business conducted by them and to the transactions contemplated by this Agreement. (i) Fieldcrest shall have provided to SoftLock audited financial statements of Fieldcrest for the three most recently completed fiscal years prepared in accordance with generally accepted accounting principles and with Regulation S-X. (j) SoftLock shall have provided to Fieldcrest audited financial statements of SoftLock for the two most recently completed fiscal years, prepared in accordance with generally accepted accounting principles and Regulation S-X, together with unaudited financial statements in the same form for the quarter ended March 31, 1998. Such unaudited financial statements of SoftLock shall include the following schedules: Schedule of Assets; Schedule of Notes Payable; Schedule of Accounts Payable; and Schedule of Notes Receivable or, in their absence, an affirmation that such items do not exist. SoftLock shall also provide, as if made of a date within ten days of Closing, an update of any material change in the aforementioned schedules. (k) Each party shall have granted to the other party (acting through its management personnel, counsel, accountants or other representatives designated by it) full opportunity to examine its books and records, properties, plants and equipment, proprietary rights and other instruments, rights and papers of all kinds in accordance with Sections 6 and 8 hereof; and each party shall be satisfied to proceed with the transactions contemplated by this Agreement upon completion of such examination and investigation. (l) Effective as of the Date Closing Date, Fieldcrest's sole executive officer and sole director shall resign her respective positions and/or offices by tendering a written resignation. Immediately prior to said resignations, Fieldcrest's sole director shall appoint as members of Fieldcrest's new board, those persons designated by SoftLock to fill said director positions, with such appointments to be effective as of the Closing. Fieldcrest's sole officer and director may designate, at any time within twelve months following the Closing, one person to serve in the capacity as an advisor to the Board of Directors. The Fieldcrest advisor so designated shall be entitled to notice of, and to attend, all Board meetings for a minimum period of one year following the Closing and shall have the right to be reimbursed for all travel expenses to attend meetings and shall receive the same compensation as any "outside" director or advisor, if any, of Fieldcrest is entitled to receive. (2m) No part of All press releases, stockholder communications, SEC Filings and other publicity generated by Fieldcrest or SoftLock regarding the Property transactions contemplated by this Agreement shall have been acquiredreviewed and approved by the other party before their release to the public or any governmental agency. (n) If Stockholders, who in the aggregate own five percent (5%) or more of the SoftLock Shares, dissent from the proposed share exchange, or are unable or for any reason refuse to transfer any or all of their SoftLock Shares to Fieldcrest in accordance with Section 1 of this Agreement, Fieldcrest, at its option, may terminate this Agreement. (o) Each party shall have satisfied itself that all transactions contemplated by this Agreement, including those contemplated by the exhibits attached hereto, shall be about to legal and binding under applicable statutory and case law of the State of Delaware, including, but not limited to, Delaware's securities laws and all other applicable state securities laws. (p) The Exchange shall be acquired (as evidenced approved by written notice thereof)the stockholders of SoftLock, by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof the stockholders of Fieldcrest, if deemed necessary or appropriate by counsel for the same, within thirty (a “Taking”)30) days following execution of this Agreement. If such a Taking has occurred meeting is deemed necessary, the management of SoftLock, or if Seller of Fieldcrest as the case may be, agrees to recommend approval to their Stockholders and to solicit proxies in support of the same. (q) Either Fieldcrest or SoftLock shall have received written notice entered into an employment contract with ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, such contract to be satisfactory to the parties and have a term lasting at least two years from the date of any such contemplated Takingthis Agreement, Purchaser mayand, at if the contract be with SoftLock, that Fieldcrest shall have ratified, adopted, and confirmed the contract. (r) All holders of Fieldcrest restricted common stock in excess of one million shares shall execute agreements in form and substance satisfactory to SoftLock and Fieldcrest whereby they agree that 75% of their restricted shares shall not be sold for a period of twelve months following Closing, except that private sales may be made to purchasers who agree to be bound by the provisions of the lock-up agreement. (s) SoftLock agrees, immediately following the closing of this Agreement, to use its sole option best efforts to amend Fieldcrest's Certificate of Incorporation to: (i) terminate this Contract change Fieldcrest's name to SoftLock Services, Inc., or to a name that is substantially similar; and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay adjust the full authorized number of shares of common stock in such a manner as to establish a sufficient reserve of shares issuable upon exercise of the Fieldcrest Options to be granted as a replacement for the SoftLock Options. (t) SoftLock shall have raised at least $500,000 in connection with the private placement of 142,857 shares of SoftLock common stock at a purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing$3.50 per share. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. The obligation obligations of Purchaser purchaser hereunder are subject to close hereunder the following conditions prior to or on the Closing Date (any one of which may be waived in whole or in part by purchaser at or prior to the Closing) and in the event any of the conditions are not complied with, purchaser may terminate this Contract of Sale by notifying seller and thereafter this Contract of Sale shall be expressly conditioned upon, null and subject to, the satisfaction (or written waiver by Purchaser) of each of the following conditionsvoid: (1a) Each Seller shall have performed all of the its obligations, covenants and agreements under this Contract of Sale; (b) All of seller's representations or and warranties contained made in Section 6(a) of this Contract shall be true in all material respects as if made and correct as of the Date of Closing.Closing Date; (2) No part of the Property shall have been acquired, or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3c) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same Leases shall be in full force and effect, the tenants thereunder shall be current in good standing their payment of all rents, additional rents and other charges due thereunder ( it being understood an agreed that seller shall be prohibited from applying any security deposit(s) currently held under the Leases for the purpose of satisfying this condition precedent), and the tenants shall not subject otherwise be in default under any of the terms and conditions of the Leases (other than the obligation of Kollmorgen [or its successor]to occupy the space it is currently leasing at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Sprint's failure to any known or threatened challenge.obtain necessary sign offs and approvals for open permits with respect to their equipment); and (5d) There Seller shall be no unrepaired damage by fire or other casualty obtain and deliver to any portion purchaser prior to the expiration of the PropertyFeasibility Period a tenant estoppel certificate from all tenants at the Premises in the forms annexed hereto as Schedules D-1 and D-2 (it being understood and agreed that any changes or modifications to such tenant estoppel form must be approved, in writing, by purchaser prior to the estimated cost expiration of repair the Feasibility Period). Seller shall deliver the form tenant estoppel certificate to each of which is One Hundred Thousand Dollars ($100,000.00) orthe tenants immediately after the Effective Date.

Conditions Precedent to Closing. a. The In addition to Buyer’s absolute right to terminate this Agreement for any reason at any time during the Review Period, the obligation of Purchaser Buyer under this Agreement to close hereunder shall be expressly conditioned upon, and purchase the Property from Seller is subject to, to the satisfaction (or written waiver by Purchaser) of each of the following conditionsconditions on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Buyer by written waiver at or prior to the Closing Date: (1) Each 6.1. Title to the Property shall be good and marketable as required herein, free and clear of all liens and encumbrances, and subject to no exceptions other than the Permitted Exceptions, and the Title Company shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Property, subject only to the Permitted Exceptions, in the amount of the Purchase Price or such lesser amount as Buyer, in its sole discretion, shall determine, and with such endorsements as Buyer shall determine. Seller shall discharge all liens against the Property at Closing. 6.2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed by, observed and complied with on its part either on or prior to the Closing Date. 6.3. All of Seller’s representations or and warranties contained in Section 6(a) of this Contract herein shall be true and correct in all material respects as if made as of the Date of ClosingClosing Date, and Seller will deliver to Buyer at Closing a certificate to that effect (or disclosing any representations or warranties which are no longer true and accurate). (2) No part 6.4. The physical condition of the Property and the title for the Property shall not have materially changed since the conclusion of the Review Period. 6.5. Seller shall be occupying and operating its business at the Property at Closing, and Seller and Buyer shall have been acquiredentered into the Lease and Seller, as tenant under the Lease, shall not be in default in the payment of rent or shall be about to be acquired (as evidenced by written notice thereof), by authority performance of any governmental agency or other authority material obligation under the Lease. 6.6. Buyer shall have received from Seller a Subordination and Non-Disturbance Agreement in the exercise of its power of eminent domain or such form as approved by private purchase in lieu thereof (a “Taking”)any lender to Purchaser. 6.7. If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, obtained and delivered to Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser duly executed originals of estoppel certificates (the “REA Estoppels”) from all parties subject to any reciprocal easement agreements or easement with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of covenants and restrictions (the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued “Restrictive Agreements”, if any, by any public authority having jurisdiction, and any action in any court against or affecting which the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect parties to the Property prior to Closing, all corrective work required thereby Restrictive Agreement shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and certify that the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be Restrictive Agreement is in full force and effect, has not been assigned, modified or amended in good standing any way, and to the best knowledge of the party giving the estoppel, the Seller is not subject in default under the applicable instrument and all amounts, if any, owing under the Restrictive Agreement have been paid in full by Seller. In the event any of the foregoing conditions to any known the Closing are not satisfied or threatened challenge. waived in writing by Buyer as of the Closing Date, then, Buyer may either (5i) There extend the date for Closing until such conditions are satisfied; provided in no instance shall the Closing be extended for greater than thirty (30) days, or (ii) terminate in writing this Agreement, in which case the entire ▇▇▇▇▇▇▇ Money deposit shall be returned to Buyer or (iii) waive in writing the satisfaction of any such conditions, in which event this Agreement shall be read as if such conditions no unrepaired damage longer existed; provided, however that, if such failure of condition also constitutes or is accompanied by fire or other casualty a default by Seller under this Agreement, Buyer shall have all rights and remedies as set forth in this Agreement. Notwithstanding that certain of Seller’s representations and warranties may be limited to any portion the extent of actual knowledge of the Propertyfacts stated therein, it shall be a condition precedent to Buyer’s obligation to go to Closing that the estimated cost facts stated in all such representations and warranties shall be correct as of repair the time of which is One Hundred Thousand Dollars ($100,000.00) orClosing.

Conditions Precedent to Closing. a. The obligation obligations of Purchaser Buyer pursuant to close hereunder this Agreement shall be expressly conditioned upon, and subject to, the satisfaction (or written waiver by Purchaser) of each of to the following conditions:conditions precedent to Closing (any of which may be waived in writing by Buyer in its sole discretion): (1) Each 9.1. All of the representations or and warranties contained of Seller set forth in Section 6(a) of this Contract 7.1 shall be true and correct in all material respects as if made of the Closing, and all of the other representations, warranties and agreements of Seller set forth in this Agreement shall be true and correct in all material respects as of the Date date hereof, and Seller shall not have on or prior to Closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this Agreement. 9.2. There shall be no material adverse change in the matters reflected in the Title Report, and there shall not exist any material adverse encumbrance or Title Defect affecting the Property except for the Permitted Exceptions or matters to be satisfied at Closing. (2) No part of 9.3. The Existing Management Agreement affecting the Property shall have been acquired, or be terminated by Seller and any and all termination fees incurred as a result thereof shall be about to be acquired (as evidenced by written notice thereof), by authority the sole obligation of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”)Seller. 9.4. If such a Taking has occurred or if Seller shall have received written notice obtained and delivered to Buyer the Tenant Estoppel Certificates in the form attached hereto as Exhibit H, signed by each Major Tenant (defined below). Tenant Estoppel Certificates shall be deemed to satisfy this condition precedent unless they disclose material adverse matters. Buyer shall notify Seller within three (3) business days of any receipt of a copy of an executed Tenant Estoppel Certificate of its approval or disapproval and the basis of such contemplated Takingdisapproval, Purchaser mayif disapproved. If Buyer disapproves of a Tenant Estoppel Certificate executed by a Major Tenant because of a material, at its sole option (i) terminate adverse matter disclosed therein, and Seller is unable to obtain a reasonably acceptable Tenant Estoppel Certificate from such Major Tenant prior to the Close of Escrow, this Contract and receive Agreement shall terminate, Buyer shall be entitled to a full refund of the Deposit and any all interest earned thereon; or , and neither party shall have any further obligation to the other except Buyer's indemnification obligations under Section 5. As used herein, the term "MAJOR TENANT" shall mean each of (i) Golden Eagle Insurance, (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided thatElsevier, (Aiii) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser US Navy, (which consent shall not be unreasonably withheld or delayediv) Barrister Executive Services, (v) First Allied Security, (vi) California Bank & Trust and (vii) ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP (d/b/a Lerach ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion . The Leases between Landlord and each of the Property or any condemnation award Major Tenants are hereinafter referred to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closingas the "MAJOR LEASES. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or"

Conditions Precedent to Closing. a. Conditions to the Company's Obligations. The obligation obligations of Purchaser the Company hereunder required to close hereunder be performed on the Closing Date shall be expressly conditioned uponsubject, and subject toat the election of the Company, to the satisfaction (or written waiver by Purchaser) of each waiver, at or prior to the Closing, of the following conditions: (1) Each : The representations and warranties of the representations or warranties each Holder contained in Section 6(a) of this Contract Agreement shall have been true and correct when made and, in addition, shall be repeated and true and correct in all material respects as if made on and as of the Closing Date of Closing. (2) No part with the same force and effect as though made on and as of the Property Closing Date. Each Holder shall have been acquiredperformed in all material respects all obligations and agreements, or shall be about and complied in all material respects with all covenants contained in this Agreement to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract performed and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller such Holder at or prior to the Closing Date. Any applicable waiting period under the HSR Act shall have expired or been terminated. The Company shall have received, on terms reasonably satisfactory to the Company, Apollo Management and Blackstone, any consent or waiver necessary under the Credit Agreement to permit the performance of this Agreement and consummation of the Transactions. The stockholders of the Company shall have approved the Issuance as required by Applicable Law. The Holders shall have entered into each of the Supplementary Registration Rights Agreement and the Property Supplementary Shareholders Agreement. The Holders shall be free and clear thereof. In the event that any notices of violations are issued with respect have delivered certificates representing their Shares to the Property prior to ClosingCompany. No provision of any Applicable Law, all corrective work required thereby shall be performed by injunction, order or paid by Seller. The nature, extent, methods and materials for decree of any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same Governmental Entity shall be in full force and effect, in good standing and not subject to any known effect which has the effect of making the Transactions illegal or threatened challenge. (5) There shall be no unrepaired damage by fire otherwise restrain or other casualty to any portion prohibit the consummation of the Property, Transactions. The concurrent consummation of the estimated cost of repair of which is One Hundred Thousand Dollars Exchange by the Apollo/Blackstone Shareholders ($100,000.00) oras defined in the Shareholders Agreement).

Conditions Precedent to Closing. a. 13.1 The obligation obligations of Purchaser the Asset Contributing Property Partnerships to close hereunder deliver title to the Property Partnerships' Real Property and the obligations of the Partners to contribute its interests in the Interest Contributing Property Partnerships as set forth in Section 1.3, and to perform the other covenants and obligations to be performed by the Property Partnerships or the Partners on the Closing Date shall be expressly conditioned upon, and subject to, the satisfaction (or written waiver by Purchaser) of each of to the following conditions:conditions (all or any of which may be waived, in whole or in part, by the Property Partnerships or the Partners): (1a) Each of the The representations or and warranties contained in Section 6(a) of this Contract made by National, New Reit and PRLP herein shall be true and correct in all material respects with the same force and effect as if though such representations and warranties had been made on and as of the Date Closing Date; provided, however, that a failure of Closingany representations or warranties to be true and correct in all material respects shall not give rise to a claim by the Property Partnerships hereunder so long as such matters do not have a material adverse effect on the transactions contemplated herein. (2b) No part National, New Reit and PRLP shall have executed and delivered to the Property Partnerships all of the Property documents provided herein for said delivery, including without limitation, the Registration Rights Agreement and the PRLP Agreement. (c) National, New Reit and PRLP shall have performed all covenants and obligations undertaken by National, New Reit and PRLP herein in all respects and complied with all conditions required by this Agreement to be performed or complied with by them on or before the Closing Date. (d) National shall have elected to be taxed as a REIT in its most recent federal income tax return, and shall be in compliance with all applicable laws, rules and regulations, including the Code, necessary to permit it to be taxed as a REIT. National shall not have taken any action or have failed to take any action which would reasonably be expected to, alone or in conjunction with any other factors, result in the loss of its status as a REIT for federal income tax purposes. (e) The National Shareholder Approval shall have been acquired, or obtained. 13.2 The obligations of National to deliver title to the National Real Property and to perform the other covenants and obligations to be performed by National on the Closing Date shall be about subject to the following conditions (all or any of which may be waived, in whole or in part, by National): (a) The representations and warranties made by the Property Partnerships, New Reit, the Partners and PRLP herein shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of the Closing Date; provided, however, that a failure of any representations or warranties to be acquired true and correct in all material respects shall not give rise to a claim by National hereunder so long as such matters do not have a material adverse effect on the Property Partnerships as a whole. (as evidenced by written notice thereof)b) The Property Partnerships, by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller New Reit and PRLP shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract executed and receive a full refund delivered to National all of the Deposit and any interest earned thereon; documents provided herein for said delivery on or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3c) All written notices of violations of governmental orders The Property Partnerships, the Partners, New Reit and PRLP shall have performed all covenants and obligations undertaken by the Property Partnerships, New Reit, the Partners and PRLP herein in all material respects and complied in all material respects with all conditions required by this Agreement to be performed or requirements noted complied with by them on or issued by any public authority having jurisdiction, and any action in any court against or affecting before the Property, Closing Date. (d) The National Shareholder Approval shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approvalobtained. (4e) The Property No governmental entity or federal or state court shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and have issued any injunction or other order which restrains or prohibits the same shall be in full force and effect, in good standing and not subject to any known or threatened challengeconsummation of the transactions contemplated hereby. (5f) There The Registration Statement shall be have been declared effective by the Securities and Exchange Commission and no unrepaired damage by fire or other casualty to any portion stop order suspending the effectiveness of the Property, Registration Statement shall have been issued under the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) orAct and no proceedings therefor shall have been initiated or threatened by the Securities and Exchange Commission.

Conditions Precedent to Closing. a. The following are conditions precedent to Buyer's obligation to purchase the Property (the "Conditions Precedent"). The Conditions Precedent are intended solely for the benefit of Purchaser to close hereunder Buyer and may be waived only by Buyer in writing or by the occurrence of Closing. In the event any condition precedent is not satisfied or waived by Buyer, Buyer may, in its sole and absolute discretion, terminate this Agreement at which point the Earn▇▇▇ ▇▇▇ey shall be expressly conditioned uponreturned to Buyer and, subject to the provisions of Paragraph 7, all obligations of Buyer and subject to, the satisfaction Seller hereunder (except provisions of this agreement which recite that they survive termination) shall terminate and be of no further force or written waiver by Purchaser) of each of the following conditions:effect. (1a) Each All of the Seller's representations or and warranties contained in Section 6(a) of this Contract Agreement shall have been true and correct when made and shall be true in all material respects as if made and correct as of the Date of ClosingClosing Date. (2b) No part The physical condition of the Property shall have been acquiredbe substantially the same on the Closing Date as on the date of Buyer's execution of this Agreement, except for reasonable wear and tear and loss by casualty (subject to the provisions of Paragraph 13, below), condemnation and repairs, replacements and improvements made with Buyer's written approval or those required by any Lease. (c) As of the Closing Date, there shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental no litigation or administrative agency or other authority governmental proceeding of any kind whatsoever, pending or threatened, which was not disclosed in writing to Buyer during the exercise Due Diligence Period and no proceedings shall be pending or threatened which could or would cause the redesignation or other modification of its power the zoning classification of eminent domain the Property. (d) Seller shall terminate at or by private purchase in lieu thereof prior to the Closing Date, at no cost or expense to Buyer, any and all Service Contracts or other agreements affecting the Property that are not Assumed Contracts. (a “Taking”). If such a Taking has occurred or if e) Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment substantially complied with all of Seller’s rights 's duties and obligations contained in any condemnation award this Agreement. (whether received prior to or after Closingf) There shall have been no material adverse change, in the Preliminary Documents reviewed and proceed to Closing; provided that, approved by Buyer during the Due Diligence Period. (Ag) Seller shall not consent have delivered to any Taking or agree to any condemnation award without the prior written consent of Purchaser Buyer tenant certificates (which consent shall not be unreasonably withheld or delayed); "Tenant Certificates") within thirty (B30) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion days of the Property or any condemnation award Closing Date in a form substantially similar to be made in connection therewith; and Exhibit "L" attached hereto from tenants under Leases accounting for eighty percent (C80%) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued the gross revenue being currently generated by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. The Purchaser’s obligation of Purchaser to close hereunder consummate the transaction contemplated by this Agreement shall be expressly subject to and conditioned upon, and subject to, upon the satisfaction (or written waiver by Purchaser) fulfillment of each and all of the following conditionsconditions precedent: (1) A. All of the documents and instruments required to be delivered by the Seller to the Purchaser or Title Company, as the case may be, at the Closing pursuant to the terms and conditions hereof shall have been delivered; B. Each of the representations or representations, warranties and covenants of the Seller contained in Section 6(a) of this Contract herein shall be true in all material respects as if made as of the Date Closing Date; C. The Seller shall have complied with, fulfilled and performed in all material respects each of Closing.the covenants, terms and conditions to be complied with, fulfilled or performed by the Seller hereunder; (2) No part D. There shall have been no material adverse change in the physical or operational condition of the Property or any condition on the Property that could lead to or result in alleged violations or claim(s) of violation of any Environmental Laws. E. No later than ten (10) calendar days prior to the Closing Date Seller shall have been acquiredcause to be delivered to the Purchaser for its review and approval fully executed tenant estoppel certificates, or dated not earlier than thirty (30) days prior to the Closing Date for not less than ninety-five percent (95%) of the leased square feet of the Property The form of the estoppel certificates shall be about provided by the Purchaser. If there are material Conditions Covenants and Restrictions (“CC&Rs”) applicable to be acquired the property, Seller shall deliver to Buyer (as evidenced by written notice thereofa condition to closing) an estoppel from the association that there is no default under the CC&Rs. As a condition of closing Seller will obtain Subordination Nondisturbance and Attornment Agreements (“SNDA”), in a form provided by authority the Purchaser, for all tenants whose leased space is equal or greater than 5,000 square feet, and Seller will use reasonable efforts to obtain executed SNDA for all tenants. F. The Title Company shall be ready, willing and able to issue to the Purchaser the marked-up title commitment obligating the Title Company to issue the Owner’s Policy to the Purchaser in accordance with the terms of any governmental agency or other authority this Agreement and Paragraph 15.C.3. G. On the Closing Date, Seller shall assign, and Purchaser shall assume, all of Seller’s right, title and interest in, and all of Seller’s obligations and liabilities under, the first mortgage lien with a principal a balance of approximately $5,761,384 (“Existing Loan”) in the exercise form of its power of eminent domain a loan assumption or by private purchase in lieu thereof transfer (a “TakingLoan Assignment”) pursuant to the Assumption Agreement (defined below). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated TakingThe parties agree that the Loan Assignment is subject to lender’s approval. In the event the Loan Assignment is not approved by the lender, Purchaser may, at its sole option (i) terminate this Contract and shall receive a full refund of the Deposit and any interest earned thereon; or ▇▇▇▇▇▇▇ Money. Within three (ii3) continue this Contract, pay calendar days after the full purchase price without reduction, accept an assignment end of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to ClosingInspection Period, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion contact lender regarding the conveyance of the Property or any condemnation award to be made in connection therewith; and (C) Seller the assumption by Purchaser of the Existing Loan. Purchaser shall reasonably cooperate with Seller and lender in expediting the Loan Assignment approval process. Purchaser after Closing shall promptly furnish all information and pay all amounts reasonably requested by lender in prosecuting connection therewith and shall cooperate with Seller in Seller’s direct communication with lender. Purchaser shall pay any claim for a condemnation award arising prior processing fees and expenses and any assumption fee imposed by lender when due. In connection with the Loan Assignment, the parties will endeavor in good faith to Closing.fully negotiate an assumption agreement in form and substance satisfactory to Purchaser and lender (the “Assumption Agreement”) including: (31) All written notices The consent and agreement of violations lender to: (A) the conveyance of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with Property by Seller to Purchaser, (B) an assumption by Purchaser of all obligations and the Property shall be free and clear thereof. In the event that any notices liabilities of violations are issued Seller under or with respect to the Property prior Existing Loan that relate to Closingevents that occur on or after the Closing Date, (C) a release of Seller from all corrective work required thereby shall be performed obligations and liabilities with respect to the Existing Loan that relate to events that occur on or after the Closing Date, (D) Seller’s assignment to Purchaser, and Purchaser’s acceptance and assumption, of the Escrowed Sums, and (E) the deletion of any “other indebtedness”, “cross-default”, “cross-collateralization” or other provision that is unacceptable to Purchaser in Purchaser’s reasonable discretion; and (2) An estoppel from lender stating (A) that the Existing Loan Documents constitute all of the documents that evidence, secure or relate to the Existing Loan, (B) that lender is the owner and holder of the existing loan documents, (C) that there is no uncured breach or default by Seller nor any event or paid by Seller. The naturecircumstance that may result in a default under the existing loan documents, extent, methods and materials for any corrective work (D) the unpaid principal balance on the Existing Loan as of the Closing Date (which is approximately $5,761,384) and the parties performing such work shall be subject to Purchaser’s prior approval. date through which all payments due under the existing loan documents have been paid, (4E) The Property shall possess the amount of all clearancesescrowed sums as of the Closing Date, permits, occupancy certificates, licenses and registrations necessary for its intended purpose(F) that there are no overdue installments of interest or principal under the existing loan documents, and (G) that the same shall be existing loan documents are in full force and effect, in good standing and not subject to any known or threatened challenge. H. If any condition precedent is not met Purchaser may (5i) There waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (ii) notify Seller of Purchaser’s election to terminate this Agreement and receive a return of the Deposit whereupon both parties shall be no unrepaired damage released from all duties and obligations under this Agreement, except as otherwise specifically provided in this Agreement. Notwithstanding the foregoing, if any such failure constitutes a default by fire or other casualty the Seller, Purchaser shall have the right to exercise any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) orits remedies set forth in this Agreement.

Conditions Precedent to Closing. a. 10.1. The obligation obligations of Purchaser to close hereunder shall be expressly conditioned upon, and consummate the transactions contemplated by this Agreement are subject to, the satisfaction (or written waiver by Purchaser) of to each of the following conditions, any one or more of which may be waived in whole or in part by Purchaser: (1a) Each of the The representations or and warranties contained set forth in Section 6(a) of this Contract 4.1 hereof shall be true and correct in all material respects as if made at and as of the Closing Date with the same effect as though the same had been made on and as of Closing. (2) No part of said date, and at the Property shall have been acquired, or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall deliver to Purchaser a certification to such effect. (b) The relocation and expansion of certain Tenants and modification of certain Leases as more fully set forth on Exhibit S attached hereto and made a part hereof have been completed and approved by Purchaser. (c) Seller shall have complied with and performed all material agreements and conditions required by this Agreement to be performed or complied with prior to or as of the Closing Date. (d) Purchaser shall have received the Tenant Estoppels from all Tenants above 2,000 square feet of net rentable area prior to Closing (the "Required Estoppels"). Seller shall have the option, but not the obligation, to provide Purchaser with a certificate of Seller (a "Seller Certificate") addressing, in the same manner as provided in an opportunity estoppel certificate acceptable in form and substance to participate with Purchaser, the items set forth in each Tenant Estoppel Certificate comprising the Required Estoppels which Seller in any negotiations relating is required, but is unable, to obtain, it being agreed and understood that the Seller Certificate shall not cover a Taking affecting any portion square footage greater than twenty percent (20%) of the Property net rentable area at the Property, excluding the space leased to Chrysler, ▇▇▇▇▇▇ Homes, USA Mobile and Hitachi, unless otherwise agreed to by Purchaser. Notwithstanding the above, Purchaser shall have the option of terminating this Agreement if Seller is unable to deliver an estoppel certificate in form and substance satisfactory to Purchaser for either Chrysler, ▇▇▇▇▇▇ Homes, USA Mobile or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to ClosingHitachi. (3e) All written notices of violations of governmental orders Purchaser may conduct interviews with any or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, Tenants with the estimated cost Seller or an agent of repair of which is One Hundred Thousand Dollars ($100,000.00) orSeller present.

Conditions Precedent to Closing. a. The obligation All obligations of Purchaser Onsite and WBS under this Agreement are subject to close hereunder shall be expressly conditioned uponthe fulfillment, prior to or at the Closing Date, of all conditions herein set forth, including, but not limited to, receipt by the appropriate party of 1039(6).nks November 10, 1997 all deliveries required by Sections 3.2 and 3.3 herein, and subject tofulfillment, prior to the satisfaction (or written waiver by Purchaser) Closing Date, of each of the following conditions: (1a) Each of the representations or WBS's, Westar Energy's, and Onsite's representations, warranties and covenants contained in Section 6(a) of this Contract Agreement shall be true in at the time of the Closing Date as though such representations, warranties and covenants were made at such time. (b) WBS shall have performed and complied with all material respects as if made agreements and conditions required by this Agreement to be performed or complied with prior to or at the Closing Date. (c) Westar Energy shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with prior to or at the Closing Date. (d) Onsite shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with prior to or at the Closing Date. (e) Effective as of the Date of ClosingClosing Date, WBS's director(s) shall have resigned from the board and appointed new director(s), as nominated by letter from Onsite's Chief Executive Officer. (2f) No part The Stock Subscription Agreement, and related agreements, between Onsite and Westar Capital shall have closed. (g) Effective as of the Property Closing Date, WBS's officer(s) shall have resigned from such positions. (h) The Transition Agreement, attached hereto as Exhibit E, between Onsite and Western Resources, Inc. shall have been acquired, or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option executed and delivered. (i) terminate this Contract and receive a full refund of The Separation Plan attached hereto as Exhibit F (the Deposit and any interest earned thereon; or (ii"Separation Plan") continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with adopted by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approvalOnsite. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. The obligation obligations of Purchaser Buyer pursuant to close hereunder shall this Agreement shall, at the option of Buyer, be expressly conditioned upon, and subject to, to the satisfaction (or written waiver by Purchaser) of each following conditions precedent: 9.1. All of the following conditions: (1) Each representations, warranties and agreements of the representations or warranties contained Seller set forth in Section 6(a) of this Contract Agreement shall be true and correct in all material respects as if made as of the Date of Closing. (2) No part of the Property shall have been acquireddate hereof, or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent have on or prior to closing, failed to meet, comply with or perform in any Taking material respect any conditions or agree to any condemnation award without agreements on Seller's part as required by the prior written consent terms of Purchaser (which consent this Agreement. 9.2. There shall be no material change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be unreasonably withheld or delayed); satisfied at closing. 9.3. Unless Seller receives notice from Buyer at least thirty (B30) days prior to Closingclosing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking effective as of closing, the management agreement affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free terminated by Seller and clear thereofany and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4. In the event that any notices of violations are issued with respect to Seller shall have operated the Property from and after the date hereof in substantially the same manner as prior thereto. 9.5. If any such condition is not fully satisfied by closing, Buyer shall so notify Seller and may terminate this Agreement by written notice to ClosingSeller whereupon this Agreement may be canceled, all corrective work required thereby and upon return of the Due Diligence Items the Deposit shall be performed by or paid by Seller. The natureto Buyer and, extentthereafter, methods and materials for neither Seller nor Buyer shall have any corrective work and the parties performing such work shall be subject to Purchaser’s prior approvalcontinuing obligations hereunder. (4) The Property shall possess all clearances9.6. If Buyer notifies Seller of a failure to satisfy the conditions precedent set forth in this paragraph, permitsSeller may, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. within five (5) There days of receipt of Buyer's Notices agree to satisfy the condition by written notice to Buyer, and Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies such condition. If Seller fails to agree to cure or fails to cure such condition by the Closing Date, this Agreement shall be no unrepaired damage by fire canceled and the Deposit shall be returned to Buyer and neither party shall have any further liability hereunder. 9.7. If Buyer's acquisition of the Property is part of a tax-deferred exchange pursuant to Section 1031 of the Code, it is a condition precedent to the closing of this Escrow that Buyer is able to complete an exchange for all or other casualty to any a portion of its relinquished property pursuant to an Exchange Agreement between Buyer and Accommodator. Seller agrees to execute such documents or instruments as may be necessary or appropriate to evidence such exchange, provided that Seller's cooperation in such regard shall be at no additional cost, expense, or liability whatsoever to Seller, and that no additional delays in the Property, the estimated cost scheduled Close of repair of which is One Hundred Thousand Dollars ($100,000.00) orEscrow are incurred unless mutually agreed upon by all parties to this Agreement.

Conditions Precedent to Closing. a. The obligation obligations of Purchaser Buyer pursuant to close hereunder shall this Agreement shall, at the option of Buyer, be expressly conditioned upon, and subject to, to the satisfaction (or written waiver by Purchaser) of each following conditions precedent: 8.1. All of the following conditions: (1) Each representations, warranties and agreements of the representations or warranties contained Seller set forth in Section 6(a) of this Contract Agreement shall be true and correct in all material respects as if made as of the Date of Closing. (2) No part of the Property shall have been acquireddate hereof, or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking have on or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closingclosing, Seller shall provide Purchaser failed to meet, comply with an opportunity to participate with Seller or perform in any negotiations relating to a Taking affecting material respect any portion conditions or agreements on Seller's part as required by the terms of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closingthis Agreement. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof8.2. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied at closing. 8.3. Seller shall have operated the Property from and after the date hereof in substantially the same manner as prior thereto. 8.4. If any such condition is not fully satisfied by fire closing, Buyer shall so notify Seller and may terminate this Agreement by written notice to Seller whereupon this Agreement may be canceled, upon return of the Due Diligence Items the Deposit shall be paid to Buyer and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder. 8.5. If Buyer notifies Seller of a failure to satisfy the conditions precedent set forth in this paragraph, Seller may, within five (5) days of receipt of Buyer's Notices agree to satisfy the condition by written notice to Buyer, and Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies such condition. If Seller fails to agree to cure or other casualty fails to cure such condition by the Closing Date, this Agreement shall be canceled and the Deposit shall be returned to Buyer and neither party shall have any further liability hereunder. 8.6. If Buyer's acquisition of the Property is part of a tax-deferred exchange pursuant to Section 1031 of the Code, it is a condition precedent to the closing of this Escrow that Buyer is able to complete an exchange for all or a portion of its relinquished property pursuant to an Exchange Agreement between Buyer and Accommodator. Seller agrees to execute such documents or instruments as may be necessary or appropriate to evidence such exchange, provided that Seller's cooperation in such regard shall be at no additional cost, expense, or liability whatsoever to Seller, and that no additional delays in the Property, the estimated cost scheduled Close of repair of which is One Hundred Thousand Dollars ($100,000.00) orEscrow are incurred unless mutually agreed upon by all parties to this Agreement.

Conditions Precedent to Closing. a. The obligation Closing and the initial disbursement of Purchaser to close hereunder the Loans shall be expressly conditioned upon, and subject to, the satisfaction (or written waiver by Purchaser) of each of to the following conditionsconditions precedent: (1a) Each The Loan Documents shall have been appropriately completed, duly executed by the parties thereto, recorded where necessary and delivered to the Administrative Agent. (b) No Default or Event of the Default shall have occurred and be continuing. (c) All representations or and warranties contained in Section 6(a) of this Contract herein shall be true and correct in all material respects as if made as of at the Date of ClosingClosing Date. (2d) No part of All legal matters incident to the Property Loans shall be reasonably satisfactory to the Administrative Agent, and the Borrowers agree to execute and deliver to the Administrative Agent such additional documents and certificates relating to the Loans as the Administrative Agent reasonably may request. (e) Financing statements in form and substance satisfactory to the Administrative Agent shall have been acquiredproperly filed in each office where necessary to perfect the security interest of the Administrative Agent, for the ratable benefit of the Lenders, in the Collateral, termination statements shall have been filed with respect to any other financing statements covering all or any portion of the Collateral, except with respect to financing statements perfecting Liens permitted by this Agreement, and all taxes and fees then due with respect to such recording and filing shall be about have been paid by the Borrowers. (f) The Borrowers shall have delivered to be acquired the Administrative Agent (as evidenced 1) certified copies of evidence of all corporate and company actions taken by written notice thereof)the Borrowers to authorize the execution and delivery of the Loan Documents, by authority (2) certified copies of the articles or certificate of incorporation, bylaws, articles or certificate of organization and operating agreement of the Borrowers, (3) a certificate of incumbency for the officers of the Borrowers executing the Loan Documents, (4) a good standing certificate, dated not more than 30 days prior to the Closing Date, from the appropriate state official of any governmental agency state in which the Borrowers are incorporated, and (5) such additional supporting documents as the Administrative Agent or other authority in counsel for the exercise of its power of eminent domain or by private purchase in lieu thereof Administrative Agent reasonably may request. (a “Taking”). If such a Taking has occurred or if Seller g) The Administrative Agent shall have received written notice financing statement, judgment and tax lien searches reflecting that there are no Liens outstanding against the Collateral other than those created or permitted by this Agreement or the other Loan Documents. (h) The Administrative Agent shall have received evidence that the insurance on the Collateral required by this Agreement has been obtained and is in full force and effect, describing in reasonable detail the types and amounts of any such contemplated Takinginsurance, Purchaser may, at its sole option and naming Administrative Agent as additional insured on liability policies and lender loss payee endorsements for property and casualty policies. (i) terminate this Contract The Administrative Agent shall have received a written opinion of counsel to the Borrowers in form and receive substance reasonably satisfactory to the Administrative Agent. (j) There shall not have occurred a full refund material adverse change since September 30, 2010, in the business, assets, liabilities (actual or contingent), operations or condition (financial or otherwise) of the Deposit Borrowers and their respective Subsidiaries taken as a whole or in the facts and information regarding such entities as represented to date. (k) The absence of any interest earned thereon; action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority that purports (a) to materially and adversely affect the Borrowers or their respective Subsidiaries, or (iib) continue to affect any transaction contemplated hereby or the ability of the Borrowers and their respective Subsidiaries or any other obligor under the guarantees or security documents to perform their respective obligations under the Loan Documents. (l) All Debt of the Existing Borrowers under the Existing Loan Agreement shall be paid in full and the Existing Loan Agreement shall be terminated. (m) The Administrative Agent shall have received a solvency certificate from the Chief Financial Officer of the Company which shall document the solvency of the Borrowers and SGS after giving effect to the transactions contemplated hereby (including, without limitation, the SGS Transaction). (n) The Administrative Agent shall have received a duly completed Pro Forma Compliance Certificate as of September 30, 2010, giving pro forma effect to any repayments or incurrence of Debt after such date (including any incurrence of Loans under this ContractAgreement on the Closing Date) and the SGS Transaction, pay signed by a Principal Officer of the full Company. (o) The Administrative Agent shall have reviewed to its reasonable satisfaction certified copies of the duly executed SGS Transaction Documents, which shall provide for an aggregate purchase price without reductionfor the Acquired SGS Stock not in excess of $52,500,000 (subject to adjustment as set forth in the SGS Transaction Documents) plus assumed liabilities (limited to payables and accruals described in the SGS Purchase Agreement and acceptable to the Administrative Agent in its sole discretion). The SGS Transaction Documents shall concurrently be consummated, accept an assignment of Seller’s rights and the Acquired SGS Stock acquired by the Company, in accordance with the terms thereof and in compliance with applicable law and regulatory approvals. The SGS Transaction Documents shall not have been altered, amended or otherwise changed or supplemented in any condemnation award (whether received material respect or any material condition therein waived, prior to or after Closing) and proceed to Closing; provided thatthe Closing Date, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to ClosingAdministrative Agent. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. The obligation of Purchaser to close hereunder (A) Seller's obligations under Section 1 hereof shall be expressly conditioned upon, and subject to, to the fulfillment to Seller's reasonable satisfaction (prior to or written waiver by Purchaser) of each at the Closing of the following conditions: (1i) Each The following transactions shall have been consummated and deliveries shall have been made, in each case in a manner reasonably satisfactory to Seller: (a) Purchaser shall have paid to Seller the amount specified in Section 2. (b) Purchaser shall have duly made and delivered to Seller the Promissory Note. (c) Purchaser shall have duly executed and delivered to this Agreement, the Escrow Agreement, and the Pledge. Agreement and shall have delivered to the Escrow Agent ("Escrow Agent") the Pledged Shares (as defined in the Pledge Agreement) together with duly executed stock powers. (d) The Company shall have duly executed and delivered to Seller this Agreement, the Escrow Agreement and the Guarantee and shall have returned to Seller the Existing Promissory Note, marked and acknowledged by the Company to have been "paid in full." (e) Seller shall have received a certificate of an authorized officer of each of Purchaser and the Company, dated the Closing Date, certifying that the conditions specified in this Section 10(A) have been fulfilled. (ii) Seller shall have received an opinion reasonably satisfactory to Seller, dated the Closing Date, from counsel to the Purchaser and the Company, covering the sale of the representations Company Stock, and such other matters thereto and hereto as Seller shall reasonably require and otherwise in form and substance (including any limitations and qualifications) reasonably satisfactory to Seller and its counsel. (iii) All proceedings and documents in connection with or warranties contained in Section 6(a) incidental to the sale of this Contract the company Stock shall be true reasonably satisfactory to Seller and Seller's counsel, and Seller and Seller's counsel shall have received all such counterpart originals or copies of such documents as it or they may reasonably request. (iv) The representations and warranties made by each of Purchaser and the Company herein and in the Pledge Agreement and the Guaranty Agreement shall be correct in all material respects as if made at and as of the Date time of the Closing. (2v) No part Each of Purchaser and the Company shall have, performed all of the Property agreements and complied with all conditions contained herein and in the Pledge Agreement and the Guaranty Agreement, in each case required Eo be performed or complied with by it prior to or at the Closing, and at the time of the closing no default under any of the foregoing shall exist. (B) Purchaser's obligations under Section 2 hereof shall be subject to the fulfillment to Purchaser's reasonable satisfaction prior to or at the Closing of the following conditions: (i) The following transactions shall have been acquiredconsummated and deliveries shall have been made, in each case in a manner reasonably satisfactory to Purchaser: (a) Seller, in its role as majority shareholder of Company, shall have taken all action reasonably proposed or shall be about requested by the Company, to be acquired convert all of Company's Class B, Non-Voting Shares into Class A, Voting Common Shares, on a one basis. (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if b) Seller shall have duly delivered to Purchaser the Company Stock together with duly executed stock powers. (c) Seller shall have duly executed and delivered to Purchaser this Agreement and the Pledge Agreement. (d) Seller shall have paid to the Company the amount set forth in Section 9 hereof. (e) Purchaser shall have received written notice a certificate of any such contemplated Takingan authorized officer of Seller, Purchaser maydated the Closing Date, at its sole option (icertifying that the conditions specified in this Section 10(B) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or have been fulfilled. (ii) continue this Contract, pay All proceedings and documents in connection with or incidental to the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion sale of the Property Company Stock shall be reasonably satisfactory to Purchaser and Purchaser's counsel, and Seller and Seller's counsel shall have received all such counterpart originals or any condemnation award to copies of such documents as it or they may reasonably request. (iii) The representations and warranties made by Seller herein shall be made correct in connection therewith; all material respects at and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to as of the time of the Closing. (3iv) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, Seller shall have been performed all of the agreements and complied with all conditions contained herein, in each case required to be performed or complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property it prior to or at the Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. The obligation obligations of Purchaser the Lenders to close make Loans hereunder shall be expressly conditioned upon, and subject to, not become effective until the satisfaction (or written waiver by Purchaser) of date on which each of the following conditions:conditions is satisfied (or waived in accordance with Section 9.02) (such date, the “Closing Date”): (1a) Each of The Administrative Agent (or its counsel) shall have received Notes executed by the representations or warranties contained in Section 6(aBorrower and payable to each Lender requesting (at least one Business Day prior to the Closing Date) of this Contract a Note, duly completed and dated the Closing Date. (b) The Specified Representations shall be true and correct in all material respects as if made on and as of the Date Closing Date, both before and after giving effect to the Borrowing to occur on such date. The Specified Purchase and Sale Agreement Representations shall be true and correct on and as of Closingthe Closing Date, except to the extent that any such failure to be true and correct would not provide the Buyer a right to terminate its obligations under the Purchase and Sale Agreement or decline to consummate the Acquisition as a result of the breach of such Specified Purchase and Sale Agreement Representations. (2c) No part The Administrative Agent shall have received a certificate of an Authorized Officer of the Property Borrower dated the Closing Date, certifying: (i) as to the accuracy of the matters referred to in clause (b) above; and (ii) as to the matter described in clause (h) below (and setting forth reasonably detailed calculations of such compliance). (d) The Administrative Agent, the Sole Lead Arranger and the Lenders shall have received all fees, in an amount and at times separately agreed in writing, and other amounts due and payable to them on or prior to the Closing Date, including, to the extent invoiced at least three Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree), reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document (including the reasonable fees, disbursements and other charges of one primary counsel to the Administrative Agent). (e) The Administrative Agent shall have received the (i) Annual Audited Financial Statements, (ii) Quarterly Unaudited Financial Statements, (it being agreed that the filing of such financial statements or reports with the SEC on Form 10-Q or Form 10-K, as applicable, by the Borrower shall satisfy the delivery requirement under this Section 4.02(e)(i) and (ii)) and (iii) the Pro Forma Financial Statements. (f) The Administrative Agent shall have received a solvency certificate from the Chief Financial Officer of the Borrower, in the form of Exhibit G, certifying that the Borrower and its Subsidiaries, taken as a whole, after giving effect to the Transactions are Solvent. (g) The Borrower shall have in effect a Public Debt Rating from each of S&P and ▇▇▇▇▇’▇. (h) The Borrower shall be in pro forma compliance with Section 6.05 after giving pro forma effect to the Transactions as of the end of the most recent fiscal quarter for which financial statements are available. (i) The Acquisition and the other Transactions shall be consummated substantially concurrently with the Borrowing on the Closing Date, in all material respects in accordance with the Purchase and Sale Agreement, and the Purchase and Sale Agreement shall not have been amended or modified, and no condition shall have been acquiredwaived or consent granted, in any respect that is materially adverse to the Lenders or the Sole Lead Arranger without the Sole Lead Arranger’s prior written consent; it being understood and agreed that (w) any decrease in the Acquisition Consideration in excess of 10% that is not accompanied by a dollar-for-dollar reduction in the Aggregate Commitment (but only after giving effect to any required reduction of commitments under the Bridge Facility), (x) any increase in Acquisition Consideration (other than any such increase made pursuant to the terms of the Purchase and Sale Agreement in excess of 10%), (y) any amendment or modification to, waiver of or consent under Sections 5.10, 5.14, 6.4 (except for modifications to Exhibit G of the Purchase and Sale Agreement contemplated by clause (z) below), 6.5 or 6.6 (as it relates to the obligations under Sections 5.10 and 5.14 of the Purchase and Sale Agreement only) of the Purchase and Sale Agreement or (z) any modification to Exhibit G of the Purchase and Sale Agreement, or any consent letter countersigned by Statoil USA Onshore Properties Inc. pursuant to Section 6.4(a) of the Purchase and Sale Agreement, that contemplates the Buyer not seeking, or relinquishing operatorships so that it would not hold, operatorship of substantially all of the Acquired Assets, shall in each case be about deemed to be acquired a modification that is materially adverse to the Lenders. (as evidenced by written notice thereof)j) Substantially concurrently with the Borrowing on the Closing Date, by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller Borrower shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option not less than $4,500,000,000 in gross proceeds from (i) terminate this Contract and receive a full refund of loans made pursuant to the Deposit and any interest earned thereon; or Bridge Facility, (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; Permanent Financings and (Ciii) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior Prepayment Dispositions (to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall extent such proceeds from Prepayment Dispositions have been complied with applied by Seller and the Property shall be free and clear thereof. In Borrower to reduce the event that any notices of violations are issued with respect to commitments under the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approvalBridge Facility). (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. The obligation Borrower must fulfill the following conditions precedent before or concurrently with the closing of Purchaser to close hereunder the Loan: A. The Lender shall have received all duly executed documentation which governs, secures and/or evidences the Loan as may be expressly conditioned uponrequired by, and subject upon terms and conditions fully satisfactory to, the satisfaction Lender and its legal counsel (or written waiver by Purchasercollectively, the "Financing Agreements"). Said Financing Agreements include, without limitation, the following: 1. This Agreement. 2. Note drawn to the Lender's order in the form of Exhibit A attached hereto. 3. Security Agreement (the "Security Agreement") of each covering all business assets of the following conditions:Borrower. 4. UCC-1 Financing Statements for each jurisdiction that may be necessary or that the Lender deems desirable in order to perfect and protect the security interests granted under the Security Agreement. 5. UCC-3 Termination Statements for each jurisdiction that may be necessary or that the Lender may deem desirable in order to terminate the liens and security interests in favor of any creditors. 6. Certified copies of all corporate action (1in form and substance satisfactory to the Lender) Each taken by the Borrower to authorize the execution, delivery and performance of this Agreement, the Note and the other Financing Agreements, and the borrowings to made hereunder or thereunder, together with such other papers as the Lender or its counsel may require. B. The Lender shall have received evidence satisfactory to it of hazard insurance for the benefit of the representations Lender regarding the business assets which are collateral for the Loan. Hazard policies regarding business assets must name the Lender as Loss Payee. Combined or warranties contained in Section 6(a) of this Contract shall be true in all material respects blanket policies must name the Lender as if made as Loss Payee. Copies of the Date of Closing. (2) No part of the Property mortgagee or loss payee endorsements shall have been acquiredprovided to Lender. The insurance certificate must provide for ten (10) days notice to Lender prior to cancellation. If any business premises of the Borrower are located in a designated flood zone, or federal flood insurance is required. Flood insurance premiums shall be about current as of closing and escrowed by the Lender going forward. All such insurance shall be written by a company or companies acceptable to the Lender, and licensed to do business in Virginia. Such policies of insurance shall be acquired (satisfactory to the Lender as evidenced by written notice thereof)to form, by authority of any governmental agency or other authority substance and amount. All such policies shall be in an amount sufficient to prevent the exercise of its power of eminent domain or by private purchase in lieu thereof (Borrower from becoming a “Taking”). If such a Taking has occurred or if Seller co-Insurer thereunder. C. The Lender shall have received written notice an opinion of any such contemplated Takingcounsel to the Borrower that the Borrower is duly organized, Purchaser mayformed and/or incorporated, at its sole option (i) terminate this Contract and receive a full refund in good standing under the laws of the Deposit state of incorporation or organization; have due corporate or membership and legal authority and power to borrow or guaranty in accordance with the Financing Agreements; that all Financing Agreements have been validly authorized, executed and delivered; and that the Financing Agreements, once delivered, recorded and filed, will be enforceable against the Borrower in accordance with the terms thereof, and that such Financing Agreements will not violate or be in conflict with or constitute a default under any interest earned thereonother contractual or judicial obligations, or be in conflict with the organizational documents or any other agreement of Borrower; and that there are no outstanding or (ii) continue this Contractthreatened litigation, pay contingent liabilities, administrative, or other proceedings, the full purchase price without reductionoutcome of which could materially and adversely affect the collateral, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion ability of the Property or any condemnation award Borrower to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closingperform its obligations under the Financing Agreements. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same D. Lender shall be in full force and effect, in good standing and not subject to any known or threatened challengereceipt of satisfactory evidence that all applicable taxes have been paid by Borrower. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. The performance by the Seller of each of its agreements and obligations under this Agreement, including without limitation the obligation of Purchaser to close hereunder shall be expressly complete the Closing, is conditioned upon, and subject to, upon the satisfaction (or the Seller’s written waiver by Purchaserwaiver) on or prior to the Closing Date of each all of the following conditions: (1i) Each The representations and warranties of the representations or warranties Buyer herein contained in Section 6(a) of this Contract shall be true and correct in all material respects on the Effective Date and on the Closing Date as if though made as of the Date of Closingon such date. (2ii) No The Buyer shall have performed, observed and complied with all agreements and obligations required by this Agreement to be performed, observed and complied with on its part hereunder. (iii) The Buyer shall have executed and delivered to the Seller an Assignment and Assumption of Membership Interests Agreement in the form attached hereto as Exhibit “A,” transferring the Offered Interests to the Buyer. b. The performance by the Buyer of each of his agreements and obligations under this Agreement, including without limitation the obligation to complete the Closing, is conditioned upon the satisfaction (or the Buyer’s written waiver) on or prior to the Closing Date of all of the Property shall have been acquired, or following conditions: (i) The representations and warranties of the Seller herein contained shall be about to be acquired true and correct in all material respects on the Effective Date and on the Closing Date as though made on such date. (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if ii) The Seller shall have received written notice of any such contemplated Takingperformed, Purchaser may, at its sole option (i) terminate observed and complied with all agreements and obligations required by this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award Agreement to be made in connection therewith; performed, observed and (C) Seller shall reasonably cooperate complied with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closingon its part hereunder. (3iii) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, The Seller shall have been complied with by Seller executed and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect delivered to the Property prior Buyer an Assignment and Assumption of Membership Interests Agreement in the form attached hereto as Exhibit “A,” transferring the Offered Interests to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approvalBuyer. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. The (a) Preconditions To Purchaser's Closing. Purchaser's obligation of Purchaser to close hereunder shall be expressly conditioned upon, and subject to, consummate the satisfaction (or written waiver by Purchaser) of each of the following conditions: (1) Each of the representations or warranties contained in Section 6(a) of this Contract shall be true in all material respects as if made as of the Date of Closing. (2) No part of the Property shall have been acquired, or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such transactions contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work herein shall be subject to the following conditions precedent, each of which must be fulfilled or waived in writing prior to Purchaser being obligated to consummate the transactions contemplated herein. If any of the following conditions precedent are not fulfilled on or before August 31, 2011, or if Purchaser’s prior approval, in Purchaser's sole discretion, determines that any of the following conditions precedent are not capable of being fulfilled on or before August 31, 2011, then Purchaser may terminate this Agreement without any liability to the Shareholder or Seller or any other party: i) Due Diligence Review. Purchaser's due diligence review of Seller, the Assets, the Leases, the Contracts, the Business and the Assumed Liabilities must be satisfactory to Purchaser, in Purchaser's sole discretion. ii) Conduct of Business and Absence of Certain Changes. Since June 30, 2011, except as set forth on Schedule 8(a)(ii), there has not been any material adverse change in the Business, the Assets, the Assumed Liabilities or Seller's operations not applicable to businesses in the industry of the Business generally. Without limiting the generality of the foregoing, there has not been, since June 30, 2011: (4A) The Property shall possess all clearancesany increase made or promised in the compensation or other remuneration or rates thereof payable, permitsor to become payable, occupancy certificatesby Seller to any employee of the Business, licenses or any material change in any of the terms and registrations necessary conditions of employment of any of the employees of the Business; (B) any sale or transfer of any Asset other than in the ordinary course of business; (C) any sale, license, assignment or other transfer by Seller of any of the Intellectual Property; (D) any amendment to, or termination of, any Contract or Lease, except for its intended purposeterminations of Contracts and Leases that expire in accordance with the terms thereof; (E) any commitment made by Seller, through negotiations or otherwise, or any liability incurred, to any labor organization with regard to any of Seller's employees; (F) any discharge or satisfaction of any obligation or liability (whether accrued, absolute, fixed or contingent), other than those discharged or satisfied in the ordinary course of business consistent with past practice and without accelerations; (G) the adoption or institution of any new bonus, profit-sharing, pension plan, Benefit Plan or similar arrangement or any changes in any such existing plans; (H) any incurrence (whether discharged or not) of any obligation or liability (whether accrued, absolute, fixed or contingent), other than current liabilities incurred, and the same shall be in full force and effectobligations entered into, in good standing and not subject the ordinary course of business consistent with past practices; (I) any material loss, damage or destruction to any known of the Assets, whether or threatened challenge.not covered by insurance; (5J) There shall be no unrepaired damage any other event or condition of any character which materially and adversely affects or threatens to so affect Seller's financial condition, results of operations, business or prospects; (K) any change in accounting principles or practices from those utilized in the preparation of Seller's Financial Statements, except for changes in accounting principles imposed by fire or the accounting profession generally on businesses in Seller's industry generally; and (L) any transaction relating to the Business entered into by Seller other casualty to any portion than in the ordinary course of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) orbusiness consistent with past practice.

Conditions Precedent to Closing. a. The obligation Closing of Purchaser to close the purchase of the Property hereunder shall be expressly and hereby is conditioned upon, and subject to, the upon satisfaction (or written waiver by Purchaser) of each of the following conditions:conditions (collectively, the "Conditions Precedent"): (1) Each of the representations or warranties contained in Section 6(a) of this Contract 5.1 Seller shall be true have performed, in all material respects as if made as of respects, the Date of Closing. (2) No part of the Property shall have been acquired, or shall be about obligations required to be acquired (as evidenced performed by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior Closing under this Agreement. Prior to Closing, Seller shall provide Purchaser with an opportunity use good faith, diligent efforts to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after perform its pre-Closing in prosecuting any claim for a condemnation award arising prior to Closingobligations under this Agreement. (3) All written notices 5.2 Subject to the last paragraph of violations Section 9.1, the representations and warranties of governmental orders or requirements noted or issued by any public authority having jurisdictionSeller as set forth in Article 9 hereof shall be, in all material respects, true and any action in any court against or affecting the Property, complete. 5.3 Purchaser shall have been complied with by Seller and received on or before the Property Closing Date an estoppel certificate in substantially the form attached hereto as EXHIBIT D from the tenant under the Tenant Lease, which certificate shall be free and clear thereof. In the event that any notices of violations disclose no material facts which are issued contradictory to those facts previously disclosed to Purchaser with respect to the Property prior Tenant Lease. Seller shall use its reasonable and diligent efforts to Closingobtain the estoppel certificate from the tenant under the Tenant Lease; provided, all corrective work however, Seller shall not be required thereby to expend monies or make concessions or institute litigation in order to obtain such estoppel certificate. In exercising its reasonable discretion concerning the acceptability of the estoppel certificate on a form other than that prescribed by EXHIBIT D, subject to the provisions of this paragraph, Purchaser will accept an alternate form which complies with Section 21.7 of the Tenant Lease. 5.4 The tenant under the Tenant Lease and Seller shall have executed a Second Amendment to Bondable Net Lease Agreement which sets forth the actual amount of the Annual Basic Rent under the Tenant Lease for the first five years of the term of the Tenant Lease and sets forth the amount of the Landlord's Project Costs (as defined in the Tenant Lease) for the shell building improvements. 5.5 The tenant under the Tenant Lease shall have executed in writing, either in an amendment to the Tenant Lease, in the estoppel certificate referred to in Section 5.3 or in some other written certification or agreement, a statement that the tenant acknowledges that, as provided in Section 6.7 of this Agreement, the warranties, rights and obligations of the landlord under the Work Letter attached as Exhibit "B-1" to the Tenant Lease will remain the warranties, rights and obligations of Seller and that Purchaser will not assume or be assigned such warranties, rights and obligations. If any of the Conditions Precedent have not been satisfied on or before the Closing Date, this Agreement may be canceled by Purchaser, at Purchaser's option, by written notice from Purchaser to Seller and to the Escrow Agent given on or before the Closing Date. Upon such cancellation, the Deposit shall be performed refunded and returned to Purchaser. Purchaser shall have the right to unilaterally waive any Conditions Precedent by or paid by written notice to Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work Purchaser shall be subject deemed to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to have waived any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of unsatisfied Conditions Precedent if Purchaser acquires the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or.

Conditions Precedent to Closing. a. The obligation All obligations of Purchaser Onsite and WBS under this Agreement are subject to close hereunder shall be expressly conditioned uponthe fulfillment, prior to or at the Closing Date, of all conditions herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Sections 3.2 and 3.3 herein, and subject tofulfillment, prior to the satisfaction (or written waiver by Purchaser) Closing Date, of each of the following conditions: (1a) Each of the representations or WBS's, Westar Energy's, and Onsite's representations, warranties and covenants contained in Section 6(a) of this Contract Agreement shall be true in at the time of the Closing Date as though such representations, warranties and covenants were made at such time. (b) WBS shall have performed and complied with all material respects as if made agreements and conditions required by this Agreement to be performed or complied with prior to or at the Closing Date. (c) Westar Energy shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with prior to or at the Closing Date. (d) Onsite shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with prior to or at the Closing Date. (e) Effective as of the Date of ClosingClosing Date, WBS's director(s) shall have resigned from the board and appointed new director(s), as nominated by letter from Onsite's Chief Executive Officer. (2f) No part The Stock Subscription Agreement, and related agreements, between Onsite and Westar Capital shall have closed. (g) Effective as of the Property Closing Date, WBS's officer(s) shall have resigned from such positions. (h) The Transition Agreement, attached hereto as Exhibit E, between Onsite and Western Resources, Inc. shall have been acquired, or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option executed and delivered. (i) terminate this Contract and receive a full refund of The Separation Plan attached hereto as Exhibit F (the Deposit and any interest earned thereon; or (ii"Separation Plan") continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with adopted by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approvalOnsite. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. The In addition to any conditions provided in other provisions of this Agreement, Purchaser’s obligation of Purchaser to close hereunder purchase the Property is and shall be expressly conditioned upon, and subject to, on the satisfaction (or written waiver by Purchaser) of each following: i. That at no time prior to the Closing shall any of the following conditions: have been done by or against or with respect to Seller: (1i) Each the commencement of a case under Title 11 of the representations U.S. Code, as now constituted or warranties contained in Section 6(ahereafter amended, or under any other applicable federal or state bankruptcy law or other similar law; (ii) the appointment of this Contract shall be true in all material respects as if made as a trustee or receiver of any property interest; or (iii) an assignment for the Date benefit of Closingcreditors. (2) No part ii. On the Closing Date, there shall not be any uncured Unpermitted Exception or any violation of law, ordinance, order or requirement relating to the Property which is imposed in writing and delivered to Seller by any governmental authority relating to the Property, which is not remedied by Seller. iii. If the transaction contemplated hereby shall have been acquired, require authorization or shall be about to be acquired (as evidenced by written notice thereof), by authority approval of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, all such authorizations and any action in any court against or affecting the Property, approvals shall have been complied with by Seller obtained and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effecteffect on and as of the Closing Date. If such authorizations and approvals shall not have been obtained on or prior to the last day for Closing hereinabove provided, in good standing and the Closing Date may be deferred, at the election of either party, for an additional period of time, not subject to exceed 30 days, as shall be necessary to obtain any known authorizations or threatened challengeapprovals not then obtained. iv. Seller shall deliver to Purchaser on the Closing Date an executed Certification as to Representations, Warranties, Covenants and Conditions in the form of Exhibit U attached hereof. v. All services required to be performed by Phoenix Renovation Corp. (5“Phoenix”) There under that certain Multi-Unit Repipe Contract (“Contract”) dated February 2, 2005 shall be no unrepaired damage have been completed by fire the Closing Date and all amounts due Phoenix under the Contract shall have been paid for by Seller. b. If there is a failure of a condition precedent, Purchaser can either (i) waive such failure and close this transaction, or other casualty (ii) notify Seller within two (2) business days after Purchaser is aware of such failure that Purchaser has elected to any portion terminate this Agreement and obtain a return of the Property▇▇▇▇▇▇▇ Money. In event of termination, the estimated cost except as may be specifically set forth elsewhere in this Agreement, neither party shall have any further liability hereunder. c. If Purchaser elects not to close because of repair an alleged failure of which is One Hundred Thousand Dollars ($100,000.00) ora condition precedent, then Purchaser shall first deliver to Seller a written statement setting forth in detail such failure.

Conditions Precedent to Closing. a. The obligation of Purchaser (A) Seller’s obligations to close hereunder shall be expressly conditioned upon, and consummate the transactions contemplated by this Agreement are subject to, the satisfaction (or written waiver by Purchaser) of each of to the following conditions: (1) Each of the i. The representations or and warranties contained made by Buyer in Section 6(a) of this Contract Agreement shall be true in all material respects as if when made and on and as of the Date Closing as though such representations and warranties were made on and as of Closing. (2) No part ii. Buyer shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Buyer before or at Closing. iii. B▇▇▇▇ shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller in order to consummate the transactions contemplated by this Agreement. (B) Buyer’s obligations to consummate the transactions contemplated by this Agreement are subject to the following conditions: i. The representations and warranties made by Seller in this Agreement shall be true in all materials respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. ii. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. iii. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by B▇▇▇▇ in order to consummate the transactions contemplated by this Agreement. iv. The Title Company shall be ready, willing, and able to issue an ALTA Extended Owner’s Policy with coverage in the amount of the Purchase Price allocated to the Real Property, showing fee title to the Real Property subject only to the Exceptions approved by B▇▇▇▇. v. No action, suit, or proceeding before any court or any governmental body or authority that would in any way affect the Assets or the ability of the parties to consummate the transactions contemplated by this Agreement shall have been acquired, instituted or threatened on or before the Closing Date. vi. The Assets shall be about in substantially the same condition on the Closing Date as on the Execution Date, and there shall be no material loss or damage to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”)property prior to the Closing. vii. If such a Taking has occurred or if Seller The transactions contemplated under the Affiliate PSA have been consummated. viii. The Contingencies shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; been satisfied or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to waived by Buyer on or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, ix. Seller shall have been timely complied with by Seller all requirements of a transferor under applicable laws relating to bulk transfers and the Property shall be free and clear thereof. In the event that any notices have provided written evidence of violations are issued with respect such compliance to the Property Buyer at least ten (10) days prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. The obligation of Purchaser under this Agreement to close hereunder shall be expressly conditioned upon, purchase the Partnership interests from Sellers and to assume the Trust Mortgage is subject to, to the satisfaction (or written waiver by Purchaser) at the time of Closing of each of the following conditions:conditions ("Conditions Precedent"): (1a) Each All of the representations or representations, warranties contained and covenants by Sellers set forth in Section 6(a) of this Contract Agreement shall be true and correct as of Closing in all material respects respects, as if though such representations and warranties were made at and as of the Date of Closing. (2b) No part of the Property Sellers shall have been acquiredperformed, or shall be about observed, and complied with all covenants, agreements, and conditions required by this Agreement to be acquired (as evidenced by written notice thereof)performed, by authority of any governmental agency or other authority in the exercise of observed, and complied with on its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received part prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion as of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3c) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdictioninstruments and documents required on Sellers' part to effectuate this Agreement and the transactions contemplated herein, and any action as set forth in any court against or affecting the Propertythis Agreement, shall have been complied with by Seller delivered and the Property shall be free in form and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject substance reasonably satisfactory to Purchaser’s prior approval, Purchaser's counsel and Title Company. (4d) The Property Seller shall possess all clearances, permits, occupancy certificates, licenses have obtained the approval and registrations necessary consent of the Trustee for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challengetransactions contemplated by this Agreement. (5e) There shall Approval of this Agreement by Purchaser's Board of Directors. (f) Approval of Purchaser's lenders upon terms and conditions acceptable to Purchaser. (g) Purchaser's receipt of opinions from its special tax counsel and accountants concerning the various tax consequences of this transaction, satisfactory to Purchaser. (h) Purchaser's receipt of any governmental approvals necessary for Purchaser to use the Property for Purchaser's intended purpose. (i) Seller's completion of the paving of 25-35 parking spaces in the Parking Area currently being used by Val-Pak employees. As of Closing, Val-Pak employees will no longer be no unrepaired damage by fire or other casualty permitted to any portion park in this area. (j) Purchaser obtaining a title insurance policy acceptable to Purchaser at a cost not to exceed $10,000. (k) Appraisal of the Property reasonably acceptable to Purchaser. (l) No adverse material change to the condition of the Property. If any one or more of the foregoing Conditions Precedent is not satisfied by March 31, 2001, Purchaser may terminate this Agreement upon notice to Sellers. If Purchaser gives a notice of termination under this Paragraph 12, this Agreement shall terminate, Escrow Agent shall deliver the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) orDeposit to Purchaser, and neither party shall have any further rights or liabilities under this Agreement.

Conditions Precedent to Closing. a. The following are conditions precedent to Buyer's obligation to purchase the Property (the "Conditions Precedent"). The Conditions Precedent are intended solely for the benefit of Purchaser to close hereunder Buyer and may be waived only by Buyer in writing. In the event any condition precedent is not satisfied or waived by Buyer, Buyer may, in its sole and absolute discretion, terminate this Agreement at which point the Earn▇▇▇ ▇▇▇ey shall be expressly conditioned uponreturned to Buyer and, subject to the provisions of Paragraph 7, all obligations of Buyer and subject to, the satisfaction Seller hereunder (except provisions of this agreement which recite that they survive termination) shall terminate and be of no further force or written waiver by Purchaser) of each of the following conditions:effect. (1a) Each All of the Seller's representations or and warranties contained in Section 6(a) of this Contract Agreement shall have been true and correct when made and shall be true in all material respects as if made and correct as of the Date of ClosingClosing Date. (2b) No part The physical condition of the Property shall have been acquiredbe substantially the same on the Closing Date as on the date of Buyer's execution of this Agreement, or shall be about except for reasonable wear and tear and loss by casualty (subject to be acquired (as evidenced by written notice thereof)the provisions of Paragraph 13, by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closingbelow) and proceed to Closing; provided thatrepairs, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior replacements and improvements made with Buyer's written consent of Purchaser approval (which consent approval shall not be unreasonably withheld withheld). (c) As of the Closing Date, there shall be no litigation or delayed); (B) prior administrative agency or other governmental proceeding of any kind whatsoever, pending or threatened, which was not disclosed in writing to ClosingBuyer during the Due Diligence Period and which, Seller after Closing would, in Buyer's reasonable discretion, materially adversely affect the value of the Property or the ability of Buyer to operate the Property in the manner in which it is currently being operated, and no proceedings shall provide Purchaser with an opportunity be pending or threatened which would be likely to participate with Seller in cause the redesignation or other modification of the zoning classification of, or of any negotiations relating to a Taking affecting building or environmental code requirements applicable to, any portion of the Property or any condemnation award property adjacent to be made in connection therewith; and the Property. (Cd) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising deliver notices of termination at or prior to Closingthe Closing Date, at no cost or expense to Buyer, any and all Service Contracts or other agreements affecting the Property that are not Assumed Contracts. (3e) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, Seller shall have been fully complied with by Seller all of Seller's duties and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approvalobligations contained in this Agreement. (4f) The Property Seller shall possess all clearanceshave delivered to Buyer estoppel certificates ("Tenant Estoppels") within three (3) days prior to the Closing Date and dated effective no earlier than thirty (30) days prior to the Closing Date in a form substantially similar to Exhibit "L" attached hereto or in such other form as provided for in each applicable Lease, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. from tenants occupying eighty-five percent (585%) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, square footage of the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) orImprovements currently under

Conditions Precedent to Closing. a. 12.1 The obligation obligations of Purchaser Seller to close hereunder shall be expressly conditioned upon, and subject to, the satisfaction (or written waiver by Purchaser) of each of the following conditions: (1) Each of the representations or warranties contained in Section 6(a) of this Contract shall be true in all material respects as if made as of the Date of Closing. (2) No part of the Property shall have been acquired, or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect deliver title to the Property prior and to Closing, all corrective work required thereby shall perform the other covenants and obligations to be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and Seller on the parties performing such work Closing Date shall be subject to Purchaser’s prior approvalthe following conditions (all or any of which may be waived, in whole or in part, by Seller): (a) The representations and warranties made by Purchaser herein shall be true and correct in all respects with the same force and effect as though such representations and warranties had been made on and as of the Closing Date. (4b) Purchaser shall have delivered to Seller all of the documents provided herein for said delivery. 12.2 The obligations of Purchaser to accept title to the Property and to perform the other covenants and obligations to be performed by Purchaser on the Closing Date shall be subject to the following conditions (all or any of which may be waived, in whole or in part, by Purchaser): (a) The representations and warranties made by Seller herein shall be true and correct in all respects with the same force and effect as though such representations and warranties had been made on and as of the Closing Date. (b) Seller shall have performed all covenants and obligations undertaken by Seller herein in all respects and complied with all conditions required by this Agreement to be performed or complied with by it on or before the Closing Date. (c) The Title Company is unconditionally prepared to issue to Purchaser a Title Policy meeting the requirements set forth in Section 4 hereof for an "insurable title". (d) Seller shall have delivered to Purchaser all of the documents provided herein for said delivery. (e) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challengematerial compliance with all Environmental Laws. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. The obligation of A. Purchaser shall not be required to close hereunder shall be expressly conditioned upon, and subject to, proceed on the satisfaction (or written waiver closing date with the transaction contemplated by Purchaser) of this Agreement unless each of the following conditionsconditions precedent shall have been fulfilled and satisfied: i. Each of the warranties, representations and covenants of Seller contained herein shall be true, valid and correct. ii. Seller shall have complied with the covenants herein. iii. There shall have been delivered by Seller to Purchaser all of the items in Seller’s possession required to be delivered to Purchaser pursuant subparagraph v below. iv. Upon execution of the within Agreement, Purchaser, at its sole expense, shall obtain an Environmental Report, commonly known as a Phase 1, for the Subject Premises and, based upon said Environmental Report, may declare this Agreement, within the Inspection Period, null and void if said Report shall be unsatisfactory to Purchaser in Purchaser’s sole and absolute discretion. v. Upon execution of this Agreement, Seller shall furnish Purchaser with a copy of all engineering and site plans, surveys, resolutions and any and all governmental approvals and permits with respect to the property that are in Seller’s possession. vi. Purchaser, in Purchaser’s sole and absolute discretion, shall satisfy itself as to the zoning and other ordinances of the Township of Wall with respect to the Intended Purpose indicated hereinabove within the initial ninety (90) days and any extension thereof after execution of the within Agreement, the due diligence period. Notwithstanding what is contained in Paragraph 5A, the ninety (90) day due diligence time period for i through vi shall commence on that date upon which all of those items to be delivered to Purchaser by Seller in subparagraph 5A(v) shall have been delivered to Purchaser at its offices in Wall Township, New Jersey, and evidenced by an acknowledgment by Purchaser that it has received all of those items requested, in Purchaser’s sole and absolute discretion. In the event that, after due diligence by the Purchaser, one or more conditions, (1) Each of the representations or warranties contained in Section 6(athrough (vi) of this Contract shall be true in all material respects as if made as of the Date of Closing. (2) No part of the Property shall have been acquiredabove, are not fulfilled, or shall be about to be acquired (as evidenced by written notice thereof)waived, by authority of any governmental agency or other authority in within the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Takingtime periods set forth, then the Purchaser may, at its sole option (i) terminate any time thereafter, elect, by written notice to the Seller, to cancel this Contract Agreement, and receive a full refund the $200,000 deposit shall be promptly returned to Purchaser minus $1,000 for each extension received by the Purchaser. Failing to immediately return the deposit monies to the Seller, the terms of the Deposit Note and any interest earned thereon; or (ii) continue this Contractmortgage shall commence. This Agreement shall then be deemed to be null and void, pay the full purchase price without reduction, accept an assignment and of Seller’s rights in any condemnation award (whether received prior to or after Closing) no further force and proceed to Closing; provided that, (A) effect. B. Seller shall not consent be required to any Taking or agree to any condemnation award without proceed on the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser closing date with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion the transaction contemplated by this Agreement unless each of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, following conditions precedent shall have been complied with by Seller fulfilled and satisfied. i. Each of the Property warranties, representations and covenants of Purchaser contained herein shall be free true, valid and clear thereofcorrect. ii. There shall be delivered by Purchaser to Seller all of the items to be delivered to Seller hereunder at or prior to the closing. In the event that one or more of the foregoing conditions is not fulfilled, or waived, within the time periods set forth, then the Seller may, at any notices of violations are issued with respect time thereafter, elect, by written notice to the Property prior Purchaser, to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purposecancel this Agreement, and the same $200,000. deposit shall be in full promptly returned to Purchaser minus $1,000 for each extension received by the Purchaser. Failing to immediately return the deposit monies to the Seller, the terms of the note and mortgage shall commence. This Agreement shall then be deemed to be null and void, and of no further force and effect, . Each party shall have recourse to all remedies available to it at law or in good standing and not subject to any known or threatened challengeequity. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. The 9.1 Purchaser's obligation of Purchaser to close hereunder under this Purchase Contract, shall be expressly subject to and conditioned upon, and subject to, upon the satisfaction (or written waiver by Purchaser) fulfillment of each and all of the following conditionsconditions precedent: (1) 9.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered and shall be in form and substance reasonably satisfactory to Purchaser; 9.1.2 Each of the representations or and warranties of Seller contained in Section 6(a) of this Contract herein shall be true in all material respects as if made as of the Date of Closing.Closing Date; (2) No part of the Property shall have been acquired, or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if 9.1.3 Seller shall have received written notice of any such contemplated Takingcomplied with, Purchaser may, at its sole option (i) terminate this Contract fulfilled and receive a full refund performed in all material respects each of the Deposit covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; 9.1.4 Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth above. 9.2 Without limiting any interest earned thereon; or (ii) continue of the rights of Seller elsewhere provided for in this Purchase Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior 's obligation to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued close with respect to the conveyance of a particular Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work under this Purchase Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 9.2.1 Purchaser’s prior approval's representations and warranties set forth in this Purchase Contract shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date and as of the Effective Date as though such representations and warranties were made at and as of such date and time. (4) The Property 9.2.2 Purchaser shall possess have fully performed and complied with all clearancescovenants, permits, occupancy certificates, licenses and registrations necessary for its intended purposeconditions, and the same shall other obligations in this Purchase Contract to be performed or complied with by it at or prior to Closing including, without limitation, payment in full force and effectof the Purchase Price. 9.2.3 There shall not be pending or, in good standing and not subject to the knowledge of either Purchaser or Seller, any known litigation or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to litigation which, if determined adversely, would restrain the consummation of any portion of the Propertytransactions contemplated by this Purchase Contract or declare illegal, invalid or nonbinding any of the estimated cost covenants or obligations of repair of which is One Hundred Thousand Dollars ($100,000.00) orthe Purchaser.

Conditions Precedent to Closing. a. The obligation of Purchaser (A) Seller’s obligations to close hereunder shall be expressly conditioned upon, and consummate the transactions contemplated by this Agreement are subject to, the satisfaction (or written waiver by Purchaser) of each of to the following conditions: (1) Each of the i. The representations or and warranties contained made by Buyer in Section 6(a) of this Contract Agreement shall be true in all material respects as if when made and on and as of the Date Closing as though such representations and warranties were made on and as of Closing. (2) No part ii. Buyer shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Buyer before or at Closing. iii. ▇▇▇▇▇ shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller in order to consummate the transactions contemplated by this Agreement. (B) Buyer’s obligations to consummate the transactions contemplated by this Agreement are subject to the following conditions: i. The representations and warranties made by Seller in this Agreement shall be true in all materials respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. ii. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. iii. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by ▇▇▇▇▇ in order to consummate the transactions contemplated by this Agreement. iv. The Title Company shall be ready, willing, and able to issue an ALTA Extended Owner’s Policy with coverage in the amount of the Purchase Price allocated to the Real Property, showing fee title to the Real Property subject only to the Exceptions approved by ▇▇▇▇▇. v. No action, suit, or proceeding before any court or any governmental body or authority that would in any way affect the Assets or the ability of the parties to consummate the transactions contemplated by this Agreement shall have been acquired, instituted or threatened on or before the Closing Date. vi. The Assets shall be about in substantially the same condition on the Closing Date as on the Execution Date, and there shall be no material loss or damage to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”)property prior to the Closing. vii. If such a Taking has occurred or if Seller The transactions contemplated under the Affiliate PSA have been consummated. viii. The Contingencies shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; been satisfied or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to waived by Buyer on or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, ix. Seller shall have been timely complied with by Seller all requirements of a transferor under applicable laws relating to bulk transfers and the Property shall be free and clear thereof. In the event that any notices have provided written evidence of violations are issued with respect such compliance to the Property Buyer at least ten (10) days prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. The 9.1 Purchaser’s obligation of Purchaser to close hereunder shall be expressly conditioned upon, and subject to, the satisfaction (or written waiver by Purchaser) of each of the following conditions: (1) Each of the representations or warranties contained in Section 6(a) of under this Purchase Contract shall be true subject to and conditioned upon the fulfillment in all material respects as if made of each and all of the following conditions precedent: 9.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered and shall be in form and substance required by this Purchase Contract. 9.1.2 Seller’s representations and warranties set forth in this Purchase Contract shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date and as of the Effective Date as though such representations and warranties were made at and as of Closingsuch date and time. (2) No part 9.1.3 Seller shall have complied with, fulfilled and performed, in each case in all material respects, each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder. 9.1.4 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain the consummation of any of the transactions contemplated by this Purchase Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser 9.2 Without limiting any of the rights of Seller elsewhere provided for in this Purchase Contract, Seller’s obligation to close with respect to conveyance of the Property shall have been acquired, or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate under this Purchase Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 9.2.1 Purchaser’s prior approvalrepresentations and warranties set forth in this Purchase Contract shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date and as of the Effective Date as though such representations and warranties were made at and as of such date and time. (4) The Property 9.2.2 Purchaser shall possess all clearanceshave complied with, permits, occupancy certificates, licenses fulfilled and registrations necessary for its intended purpose, and the same shall be in full force and effectperformed, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion each case in all material respects, each of the Propertycovenants, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) orterms and conditions to be complied with, fulfilled or performed by Purchaser hereunder.

Conditions Precedent to Closing. a. The In addition to the other conditions set forth in this Agreement, the following shall be conditions precedent to the parties’ obligation of Purchaser to close hereunder unless waived by the party benefiting from such contingency: a. As to each party, all obligations to be performed by the other party hereunder prior to the Closing have been fully performed, and there shall be expressly conditioned uponno uncured event of default or event on the part of such other party that, and subject towith the expiration of any grace period permitted by the Agreement, the satisfaction (or written waiver by Purchaser) would constitute a default of such party. b. As to each of the following conditions: (1) Each party, all of the representations or and warranties contained of the other party set forth in Section 6(a) of this Contract Agreement shall be true in all material respects and accurate as if made as of the Date of Closing. (2c. As to Buyer, Buyer has received the requisite percentage of Tenant Estoppels as set forth in Section 2.3.1(b). d. As to Buyer, Buyer has received, or will receive at Closing, an assignment of any Lease Guarantees, including without limitation, any letters of credit, surety bonds or other guarantees or security provided by a tenant under the Leases, in form and substance satisfactory to Buyer as being legally effective to substitute Buyer for Seller as an assured party under such guarantee or security. e. As to Buyer, Buyer has received, or will receive at Closing, a copy of the termination of the Contracts rejected by Buyer pursuant to Section 2.7.1, or other evidence reasonably satisfactory to Buyer that neither the Buyer nor the Property will be obligated under the rejected Contracts subsequent to the Closing Date. f. As to each party, all terms and conditions of Section 1.13(b) No part of the Deed of Trust shall have been satisfied, Lender shall have approved in writing the transfer of the Property to Buyer and the Loan Assumption and Lender shall have been acquired, or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract fully released and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by discharged Seller and the Property shall be free Guarantors from all liabilities and clear thereof. In the event that any notices of violations are issued obligations under or with respect to the Property prior to ClosingLoan, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials except for any corrective work liabilities and obligations of Seller and the parties performing such work shall be subject to Purchaser’s prior approvalGuarantors that expressly survive assignment, transfer or repayment of the Loan (the “Lender Approval”). (4) The Property g. As to Buyer, Buyer and Lender shall possess all clearanceshave agreed to the New Loan Documents, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and including loan modifications reasonably required by Buyer in connection with the same shall be in full force and effect, in good standing and not subject to any known or threatened challengeLoan Assumption. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. The 6.1 In addition to any other conditions to Purchaser’s obligation of Purchaser to close set forth in this Agreement, Purchaser’s obligation to close hereunder shall be expressly conditioned upon, is subject to each and subject to, the satisfaction (or written waiver by Purchaser) of each all of the following conditionsconditions precedent: (1) Each A. All of the Sellers’ representations or and warranties contained in Section 6(a) of this Contract Agreement shall be true and correct in all material respects as if when made and also as of the Closing Date of Closingwhen remade. (2) No part of the Property B. All documents, instruments and assurances required hereunder to be delivered to Purchaser shall have been acquiredduly delivered to Purchaser. C. All material covenants and agreements of Sellers under this Agreement shall have been duly performed and satisfied. D. At Closing, Escrowee will be committed to deliver to Purchaser one or shall be about to be acquired more ALTA owner’s title insurance policies (as evidenced by written notice thereof)each, by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “TakingTitle Policy” and collectively, the “Title Policies”). If ) insuring title to each Property subject only to the Permitted Exceptions, in an amount not less than the portion of the Purchase Price allocated to such a Taking has occurred or if Seller shall have received written notice of any such contemplated TakingProperty on Schedule I, Purchaser may, at its sole option provided that (i) terminate this Contract in advance of Closing, Purchaser shall have taken all necessary and receive a full refund customary actions to arrange for or allow issuance of the Deposit such Title Policies by Escrowee, and any interest earned thereon; or (ii) continue this Contract, pay all necessary premiums or other charges required for the full purchase price without reduction, accept an assignment issuance of Seller’s rights in any condemnation award (whether received prior such Title Policies are paid pursuant to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereofParagraph 12.1. In the event that this Agreement is terminated pursuant to Paragraph 7.3, Purchaser and Seller shall each bear one half (1/2) the cost of any notices cancellation fees charged by Escrowee in connection with the issuance of violations are issued with respect commitments for the Title Policies. The immediately preceding sentence shall survive the termination of this Agreement. 6.2 In addition to any other conditions to Sellers’ obligation to close set forth in this Agreement, Sellers’ obligation to close hereunder is subject to each and all of the Property prior to Closing, all corrective work required thereby following conditions precedent: A. All of Purchaser’s representations and warranties contained in this Agreement shall be performed by or paid by Seller. The nature, extent, methods true and materials for any corrective work correct in all material respects when made and also as of the parties performing such work shall be subject to Purchaser’s prior approvalClosing Date when remade. (4) The Property B. All documents, instruments and assurances required hereunder to be delivered to Sellers shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject have been duly delivered to any known or threatened challengeSellers. (5) There C. All material covenants and agreements of Purchaser under this Agreement shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) orhave been duly performed and satisfied.

Conditions Precedent to Closing. a. (a) The obligation obligations of Purchaser Buyer under this Agreement are subject to close hereunder shall be expressly conditioned uponthe fulfillment on or before the Closing Date (and with respect to items that require review by Buyer, and subject to, the satisfaction (or written waiver by Purchasersufficiently in advance of Closing to allow Buyer reasonable opportunity to review) of each of the following conditionsconditions precedent, any one or more of which conditions may, at the option of Buyer, be waived in writing by Buyer: (1i) Each The Property shall be in substantially the same condition as it was in on the Effective Date, ordinary wear and tear excepted. (ii) The execution by Seller (and all other required parties) and delivery of all documents required under Section 8 hereof. (iii) Buyer shall have received estoppel certificates from Tenants leasing 85% or more of the square footage of the Improvements that is actually leased pursuant to the Leases and all tenants leasing more than 10,000 square feet, such estoppel certificates to be substantially in the form of Exhibit B attached hereto (unless the form or substance of an estoppel certificate is otherwise provided in the corresponding Lease and the applicable tenant requests that its form be utilized), or otherwise reasonably acceptable to Buyer and each of which estoppel certificates shall be from a tenant not in bankruptcy and shall contain a certification that to the knowledge of such tenant, that neither such tenant nor the landlord is in default under the Lease, and that no offsets against rent are claimed, and such estoppel certificate shall further confirm that the terms and provisions of the applicable Lease are as set forth in such Lease. Buyer shall also have received (x) an estoppel certificate from each property owner’s association of which any Property is subject, the form of which shall be reasonably satisfactory to Buyer and (y) an estoppel certificate from Seller (also in the form of Exhibit B attached hereto) for each lease for which Buyer did not receive an estoppel certificate from the tenant (the parties hereto agreeing that all statements in all estoppel certificates from Seller shall be made to Seller’s Knowledge). (iv) All representations or and warranties of Seller contained in Section 6(a) of this Contract Agreement shall be true and correct in all material respects as if made as of the Date of ClosingClosing Date. (2v) No part Seller and Buyer shall have obtained the Approvals (subject to the rights and elections of the Property shall have been acquiredparties pursuant to Section 3(b) and Section 5(d) hereof). (b) Unless due to a cause within Seller’s reasonable control, or shall be about to be acquired (as evidenced by written notice thereof), by authority a failure of any governmental agency or other authority in of the exercise of its power of eminent domain or conditions precedent set forth above shall not constitute a default hereunder by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller but shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) entitle Buyer to terminate this Contract Agreement and receive a full refund of the Deposit ▇▇▇▇▇▇▇ Money and upon any interest earned thereon; such termination, neither party hereto shall have any liability to the other except for provisions which expressly survive the termination of this Agreement. Buyer agrees that a failure to obtain estoppels or (ii) continue this Contract, pay a casualty or condemnation not resulting from the full purchase price without reduction, accept an assignment intentional or willful acts of Seller examples of events or acts not within Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closingreasonable control. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. The 3.01. Purchaser’s obligation of Purchaser to close hereunder the acquisition of the Property pursuant to this Agreement shall be expressly conditioned upon, and subject toon the following (collectively, the satisfaction “Purchaser Closing Conditions”): (or written waiver by Purchasera) of each No material adverse change in the condition of the following conditions:Property shall have occurred since the Effective Date. (1b) Each All of the representations or warranties Seller’s covenants and obligations contained in Section 6(a) of this Contract Agreement shall be true have been performed by Seller in all material respects as if made of Closing. All of Seller’s representations and warranties shall be true and correct in all material respects as of the Effective Date of and at Closing. (2c) The Title Company shall be irrevocably committed to issue an owner’s title insurance policy in form and substance satisfactory to Purchaser for the ▇▇▇▇▇ Acquisition Property, which insures good and marketable fee simple title to the ▇▇▇▇▇ Acquisition Property, subject only to those exceptions permitted pursuant to Section 2 hereof. (d) Purchaser shall have obtained all authority and approvals necessary for Purchaser, including, without limitation, all regulatory and board approvals and governmental determinations, to undertake the obligations contained herein and to consummate the Closing contemplated hereby. (e) No part later than three (3) Business Days prior to Closing, Purchaser and Escrow Agent shall have received evidence of all required consents and approvals, if any, by Seller to the transaction contemplated herein. (f) Seller shall have provided payment (either prior to Closing or as a disbursement on the Closing Statement out of the Purchase Price payable to Seller) for all Monetary Liens so that the same may be satisfied and released at or prior to Closing. (g) If Purchaser so elects, and in the manner Purchaser elects, the Seller, at Seller’s sole cost and expense, shall have released (or caused to be released) the Property from any license agreements, franchise agreements, management agreements, tri-party agreements, licenses, leases, service contracts, equipment leases, supply agreements, vendor contracts, any other contracts for services or goods provided to or encumbering the Property, and any other agreements (collectively, the “Property Contracts”) that would interfere with Purchaser’s intended use of the Property. (h) Seller shall have terminated any and all leases or other occupancy agreements permitting any third party to occupy all or any portion of the Property, and Seller shall have caused any such tenants or parties in possession to vacate the Property, all at Seller’s sole cost and expense. (i) The ▇▇▇▇▇ Acquisition Land shall have been acquiredlegally subdivided from the remainder of the Original ▇▇▇▇▇ Land (including the recording of a major or minor subdivision plat, or shall be about to be acquired as applicable) such that the ▇▇▇▇▇ Acquisition Land exists as a distinct and legal tax parcel (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “TakingSubdivision”). If such a Taking has occurred or if Purchaser, at Purchaser’s expense, shall pursue the Subdivision. Seller shall have received written notice cooperate with ▇▇▇▇▇’s efforts to secure the Subdivision. If any of any the above conditions precedent to Purchaser’s obligation to close has not been satisfied as of the Closing or as of the applicable due dates noted in such contemplated Takingcondition, Purchaser may, at its sole option may (i) terminate this Contract Agreement by written notice to Seller and receive a full refund of the Deposit and any interest earned thereon; ▇▇▇▇▇▇▇ Money, whereby Purchaser shall have no further obligations or liabilities under this Agreement, except as expressly set forth herein, (ii) continue this Contractextend the Closing or due date of the performance of the applicable condition by written notice to Seller for a reasonable period of time to allow for the satisfaction of the condition (and, pay the full purchase price without reductionif Purchaser requests, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closingits sole discretion, Seller and Purchaser shall provide Purchaser with enter into an opportunity amendment to participate with Seller this Agreement to evidence the extension), or (iii) waive the condition, in any negotiations relating to a Taking affecting any portion of the Property whole or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdictionpart, and any action in any court against consummate the Closing contemplated hereby. If the Purchaser elects to extend the Closing or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials due date for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purposeperformance, and at the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion end of the Propertysuch extended period of time, the estimated cost of repair of which is One Hundred Thousand Dollars applicable condition still has not been satisfied, Purchaser may elect to exercise the remedies set forth in items ($100,000.00i) oror (iii) in the immediately preceding sentence.

Conditions Precedent to Closing. a. The obligation obligations and agreements of Purchaser to close hereunder Lender contained herein shall be expressly conditioned upon, and subject to, on the prior or contemporaneous satisfaction (or written waiver by Purchaser) of each of the following conditions(collectively, the “Closing Conditions”), each to Lender’s reasonable satisfaction: (1a) Each The execution, acknowledgment and delivery of this Agreement by all of the parties concurrently with the Closing, and the execution, acknowledgment and delivery of a Borrower General Certificate and a Guarantor General Certificate. (b) Borrower’s payment to Lender of the Pay Down. (c) Borrower’s payment to Lender of all Expenses. (d) Borrower’s payment to Midland of the Modification Fee. (e) Lender shall have received from Borrower such resolutions and certificates as Lender may reasonably require, in form and content reasonably acceptable to Lender, authorizing Borrower to enter into this Agreement and to amend Loan Documents which shall be executed by the appropriate persons and/or entities on behalf of such parties, and a certified copy of each parties’ organizational documents, with all amendments, modifications, supplements and restatements thereto, and certificates of good standing as appropriate, in form and substance reasonably acceptable to Lender. (f) The representations or and warranties of Borrower contained herein are true and correct in Section 6(a) of this Contract all material respects, and shall be true in all material respects as if made and correct as of the Date date of Closingthe closing of the transaction contemplated hereby. (2g) No part Guarantor shall execute an acknowledgement and reaffirmation of the Property shall have been acquiredthat Guaranty executed on December 15, or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction2011, and any action in any court against or affecting the Property, shall have been complied with by Seller all waivers and the Property shall be free and clear thereof. In the event that any notices of violations agreements contained therein are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5h) There shall be no unrepaired damage by fire or other casualty Lender’s receipt of a REMIC opinion relative to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) orthis Transaction in form and substance reasonably acceptable to Lender.

Conditions Precedent to Closing. a. The (a) In addition to any conditions provided in other provisions of this Agreement, Developer’s obligation of Purchaser to close hereunder lease the applicable Ground Lease Property from Owner pursuant to a Ground Lease shall be expressly conditioned uponon the following as of the applicable Closing Date: (i) Owner shall have materially performed each and every covenant, undertaking and subject to, the satisfaction agreement to be performed by it hereunder with respect to such Ground Lease Property and no Owner Default shall then exist. (or written waiver by Purchaserii) of each None of the following conditions: shall be in effect by or against or with respect to Owner: (1a) Each the commencement of a case under Title 11 of the representations U.S. Code, as now constituted or warranties contained in Section 6(ahereafter amended, or under any other applicable federal or state bankruptcy law or other similar law; (b) the appointment of this Contract shall be true in all material respects as if made as a trustee or receiver of any property interest; or (c) an assignment for the Date benefit of Closingcreditors. (2iii) No part There shall be no violation by Owner of any Legal Requirement relating to such Ground Lease Property that has not remedied, where the failure to so remedy would have a material adverse effect on the proposed use and development of such Ground Lease Property in accordance with the Concept Plan and the Design Standards. (iv) Owner shall have obtained all consents, releases and permissions and given all required notifications related to the transactions contemplated by the applicable Ground Lease and required under any agreement to which Owner is a party or any Legal Requirement by which Owner is bound. If the transaction contemplated by the particular Ground Lease, or any component thereof, shall require Owner to obtain authorization or approval of any Governmental Authority, all such authorizations and approvals shall have been acquired, or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract obtained and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effecteffect as and when required. If such authorizations and approvals are required on a Closing Date but shall not have been obtained on or prior to the last day for such Closing, in good standing and the Closing Date may be deferred, at the election of Developer, for an additional period of time, not subject to exceed 30 days, as shall be necessary to obtain any known authorizations or threatened challengeapprovals not then obtained. (5b) There In addition to any conditions provided in other provisions of this Agreement, Owner’s obligation to lease the applicable Ground Lease Property to Developer pursuant to a Ground Lease shall be conditioned on the following as of the applicable Closing Date: (i) Developer shall have materially performed each and every covenant, undertaking and agreement to be performed by it hereunder with respect to such Ground Lease Property and no unrepaired damage Developer Default shall then exist. (ii) None of the following shall be in effect by fire or against or with respect to Developer: (a) the commencement of a case under Title 11 of the U.S. Code, as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or other casualty to similar law; (b) the appointment of a trustee or receiver of any portion property interest; or (c) an assignment for the benefit of creditors. (iii) As of the applicable Closing Date, Developer shall have obtained all consents, releases and permissions and given all required notifications related to the transactions contemplated by the applicable Ground Lease and required under any agreement to which Developer is a party or any Legal Requirement by which Developer is bound. If the transaction contemplated by the particular Ground Lease, or any component thereof, shall require Developer to obtain authorization or approval of any Governmental Authority, all such authorizations and approvals shall have been obtained and shall be in full force and effect as and when required. If such authorizations and approvals are required on a Closing Date but shall not have been obtained on or prior to the last day for such Closing, the Closing Date may be deferred, at the election of Owner, for an additional period of time, not to exceed 30 days, as shall be necessary to obtain any authorizations or approvals not then obtained. (c) Either party may at any time or times, at its election, waive any of the conditions to its obligations hereunder, but any such waiver shall be effective only if contained in a writing signed by such party. No such waiver shall reduce the rights or remedies of a party by reason of any breach by the other party (but if a condition is waived, the party waiving the same may not rescind this Agreement on the basis of the failure of such waived condition). In the event that for any reason any item required to be delivered to a party by the other party hereunder shall not be delivered when required, then such other party shall nevertheless remain obligated to deliver the same to the first party, and nothing (including, but not limited to, the closing of the transaction hereunder) shall be deemed a waiver by the first party of any such requirement. The failure of any of the aforesaid conditions shall entitle the non-failing party, at its option, to cancel and terminate the transaction contemplated by the applicable Lease Notice, in which case (i) the provisions of Section 2(g) shall apply, and (ii) Developer shall have no further right or option to lease such Ground Lease Property, the estimated cost and Owner shall be entitled to deal with such Ground Lease Property free and clear of repair any rights of which is One Hundred Thousand Dollars ($100,000.00) orDeveloper, and this Agreement shall otherwise remain in full force and effect.

Conditions Precedent to Closing. a. The Seller’s obligation of Purchaser to close hereunder shall be expressly conditioned upon, and consummate the transactions contemplated by this Agreement are subject to, the satisfaction (or written waiver by Purchaser) of to each of the following conditions: (1) Each conditions being met: The representations and warranties of the representations or warranties Buyer contained in Section 6(a) of this Contract Agreement shall be true and correct in all material respects as if of the date of this Agreement and shall be deemed to have been made again as of the Date time of Closing. (2) No part , and shall as of the Property Closing be true and correct in all material respects. Buyer shall have performed and complied with all its obligations hereunder. All organizational actions of Buyer necessary to authorize the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby shall have been acquiredduly and validly taken by Buyer. No litigation, administrative proceeding, suit, action or other proceeding shall be pending or threatened that seeks to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement. Buyer shall have received all consents, actions, proceedings, instruments and documents required to carry out the transactions contemplated hereby, in form and substance reasonably satisfactory to Seller. Buyer shall have furnished Seller a certificate of an officer of Buyer certifying that: the representations and warranties of Buyer contained in this Agreement are true and correct in all material respects on and as of the Closing Date with the same force and effect as though made at and as of such time; and Buyer has performed in all material respects all of its agreements and covenants required by this Agreement to be performed by it prior to Closing. Buyer shall have delivered, or caused to be delivered, to Seller at Closing, all closing deliveries described in Section 4.02. Buyer’s obligation to consummate the transactions contemplated by this Agreement are subject to each of the following conditions being met: All necessary filings for the sale of the Assets shall have been made, and all necessary consents and approvals required under existing contracts or agreements and any applicable laws, rules or regulations shall have been received. The representations and warranties of Seller contained in this Agreement shall be about true and correct in all material respects as of the date of this Agreement and shall be deemed to have been made again as of the time of Closing, and shall as of the Closing be acquired (as evidenced by written notice thereof)true and correct in all material respects. Seller shall have performed and complied with all its obligations hereunder. No litigation, by authority of any governmental agency administrative proceeding, suit, action or other authority in proceeding shall be pending or threatened that seeks to restrain, enjoin or otherwise prohibit the exercise consummation of its power of eminent domain or the transactions contemplated by private purchase in lieu thereof (a “Taking”)this Agreement. If such a Taking has occurred or if Seller shall have received written notice all consents, actions, proceedings, instruments and documents required to carry out the transactions contemplated hereby, in form and substance reasonably satisfactory to Buyer. Seller shall have furnished Buyer a certificate of any such contemplated Taking, Purchaser may, at its sole option (i) terminate an officer of Seller certifying that: the representations and warranties of Seller contained in this Contract Agreement are true and receive a full refund correct in all material respects on and as of the Deposit Closing Date with the same force and any interest earned thereoneffect as though made at and as of such time; or (ii) continue and Seller has performed in all material respects all of its agreements and covenants required by this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award Agreement to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising performed by it prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. The obligation obligations of Purchaser Buyer pursuant to close hereunder shall this Agreement shall, unless expressly waived by Buyer, be expressly conditioned upon, and subject to, to the satisfaction (or written waiver by Purchaser) of each following conditions precedent: 9.1. All of the following conditions: (1) Each representations, warranties and agreements of the representations or warranties contained Seller set forth in Section 6(a) of this Contract Agreement shall be true and correct in all material respects as if made as of the Date of Closing. (2) No part of the Property shall have been acquireddate hereof, or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent have on or prior to closing, failed to meet, comply with or perform in any Taking material respect any conditions or agree to any condemnation award without agreements on Seller's part as required by the prior written consent terms of Purchaser (which consent this Agreement. 9.2. There shall be no change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be unreasonably withheld or delayed); satisfied at closing. 9.3. Unless Seller receives notice from Buyer at least thirty (B30) days prior to Closingclosing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking effective as of closing, all management and brokerage agreements affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free terminated by Seller and clear thereofany and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4. Seller shall have operated and maintained the Property from and after the date hereof in substantially the same manner as prior thereto. 9.5. If any such condition is not fully satisfied by closing, Buyer shall so notify Seller and may terminate this Agreement by written notice to Seller whereupon this Agreement may be canceled, upon return of the Due Diligence Items the full Deposit shall be paid to Buyer and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder. 9.6. If Buyer notifies Seller of a failure to satisfy the conditions precedent set forth in this paragraph, Seller may, within five (5) days of receipt of Buyer's Notices agree to satisfy the condition by written notice to Buyer, and Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies such condition. If Seller fails to agree to cure or fails to cure such condition by the Closing Date, this Agreement shall be canceled and the full Deposit shall be returned to Buyer and neither party shall have any further liability hereunder. 9.7. Because Buyer's acquisition of the Property is intended to be part of a tax-deferred exchange pursuant to Section 1031 of the Code, Seller agrees to execute such documents or instruments as may be necessary or appropriate to evidence such exchange, provided that Seller's cooperation in such regard shall be at no additional cost, expense, or liability whatsoever to Seller, and that no additional delays in the scheduled Close of Escrow are incurred unless mutually agreed upon by all parties to this Agreement. 9.8. It shall be a condition precedent to Buyer's obligation to close that Buyer shall not have terminated this Agreement because of the inability of Buyer to secure Acceptable Financing (hereafter defined) within the Financing Contingency Period (hereafter defined). Buyer shall diligently endeavor to secure Acceptable Financing (hereafter defined) during the period which ends December 19, 2005 (the "Financing Contingency Period"). For purposes of this Section, "Acceptable Financing" shall mean a loan in an amount no less than 70% loan to value, with an interest rate of no more than 7%, amortized over no less than 20 years, with no more than a 1% origination fee. If Buyer is unable to secure a commitment for Acceptable Financing within the Financing Contingency Period, Buyer may, within the Financing Contingency Period, terminate this Agreement, in which case the full Deposit shall be refunded to Buyer. In the event that any notices of violations are issued with respect to Buyer terminates the Property prior to ClosingAgreement during the extended Financing Contingency Period, all corrective work required thereby of the Deposit shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject refunded to Purchaser’s prior approvalBuyer. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. The obligation obligations of Purchaser Buyer pursuant to close hereunder shall this Agreement shall, at the option of Buyer, be expressly conditioned upon, and subject to, to the satisfaction (or written waiver by Purchaser) of each following conditions precedent: 9.1. All of the following conditions: (1) Each representations, warranties and agreements of the representations or warranties contained Seller set forth in Section 6(a) of this Contract Agreement shall be true and correct in all material respects as if made as of the Date date hereof and Closing, and Seller shall not have on or prior to closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller’s part as required by the terms of this Agreement. 9.2. There shall be no change in the matters reflected in the Title Information Documents , and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Information Documents except for the Permitted Exceptions or matters to be satisfied at Closing. 9.3. Unless Seller receives notice from Buyer at least thirty (230) No part of the Property shall have been acquired, or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) days prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking effective as of Closing, the management agreement affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free terminated by Seller and clear thereofany and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4. In the event that any notices of violations are issued with respect to Seller shall have operated the Property from and after the date hereof in substantially the same manner as prior to thereto. 9.5. If any such condition is not fully satisfied by Closing, all corrective work required thereby Buyer shall so notify Seller and may terminate this Agreement by written notice to Seller whereupon this Agreement may be canceled, upon return of the Due Diligence Items, the Deposit shall be performed by or paid by Seller. The natureto Buyer and, extentthereafter, methods and materials for neither Seller nor Buyer shall have any corrective work and the parties performing such work shall be subject to Purchaser’s prior approvalcontinuing obligations hereunder. (4) The Property shall possess all clearances9.6. If Buyer notifies Seller of a failure to satisfy the conditions precedent set forth in this paragraph, permitsSeller may, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. within five (5) There days of receipt of Buyer’s notices agree to satisfy the condition by written notice to Buyer, and Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies such condition. If Seller fails to agree to cure or fails to cure such condition by the Closing date, this Agreement shall be no unrepaired damage by fire canceled and the Deposit shall be returned to Buyer and neither party shall have any further liability hereunder. 9.7. Seller agrees to cooperate and execute such documents or other casualty instruments as may be necessary or appropriate to any portion allow Buyer to complete a tax-deferred exchange pursuant to Section 1031 of the PropertyIRS Code and Seller’s cooperation in such regard, shall be at no additional cost, expense, or liability whatsoever to Seller, and that no additional delays in the estimated cost scheduled Close of repair of which is One Hundred Thousand Dollars ($100,000.00) orEscrow are incurred unless mutually agreed upon by all parties to this Agreement.

Conditions Precedent to Closing. a. The obligation Closing and the initial disbursement of Purchaser to close hereunder the Loans shall be expressly conditioned upon, and subject to, the satisfaction (or written waiver by Purchaser) of each of to the following conditionsconditions precedent: (1a) Each The Loan Documents shall have been appropriately completed, duly executed by the parties thereto, recorded where necessary and delivered to the Administrative Agent. (b) No Default or Event of the Default shall have occurred and be continuing. (c) All representations or and warranties contained in Section 6(a) of this Contract herein shall be true and correct in all material respects as if made as of at the Date of ClosingClosing Date. (2d) No part of All legal matters incident to the Property Loans shall be reasonably satisfactory to the Administrative Agent, and the Borrower agrees to execute and deliver to the Administrative Agent such additional documents and certificates relating to the Loans as the Administrative Agent reasonably may request. (e) Financing statements in form and substance satisfactory to the Administrative Agent shall have been acquiredproperly filed in each office where necessary to perfect the security interest of the Administrative Agent, or shall be about to be acquired (as evidenced by written notice thereof)for the ratable benefit of the Lenders, by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller Collateral, termination statements shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent been filed with respect to any Taking other financing statements covering all or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award Collateral, except with respect to be made in connection therewith; financing statements perfecting Liens permitted by this Agreement, and all Taxes and fees with respect to such recording and filing shall have been paid by the Borrower. (f) The Borrower shall have delivered to the Administrative Agent (1) a certificate executed by the Secretary of the Borrower certifying (A) copies of evidence of all company actions taken by the Borrower to authorize the execution and delivery of the Loan Documents, (B) copies of the Organizational Documents of the Borrower, and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim a certificate of incumbency for the officers of the Borrower executing the Loan Documents, (2) a condemnation award arising good standing certificate, dated not more than 10 days prior to Closingthe Closing Date, from the appropriate state official of any state in which the Borrower is organized, and (3) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request. (3g) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, The Administrative Agent shall have been complied with received financing statement, judgment and Tax lien searches reflecting that there are no Liens outstanding against the Collateral other than those created or permitted by Seller and this Agreement or the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approvalother Loan Documents. (4h) The Property Administrative Agent shall possess all clearances, permits, occupancy certificates, licenses have received evidence that the insurance on the Collateral required by this Agreement has been obtained and registrations necessary for its intended purpose, and the same shall be is in full force and effect, in good standing and not subject to any known or threatened challenge. (5i) There The Administrative Agent shall have received evidence satisfactory to it that all governmental, equity holder and third party consents and approvals necessary in connection with the transactions contemplated hereunder have been obtained and remain in effect. (j) The Borrower shall have executed and delivered each other Loan Document required hereunder and the Recapitalization Agreement. (k) The Administrative Agent shall have received a written opinion of counsel to the Borrower in form and substance reasonably satisfactory to the Administrative Agent. (l) The Estimated Closing Adjusted Tangible Net Book Value shall be no unrepaired damage by fire or other casualty at least $0. (m) The Borrower shall have committed Warehouse Financing Agreements in form and substance satisfactory to any portion the Lenders in its sole discretion. (n) The Borrower shall have entered into Settlement Agreements, as defined in the Recapitalization Agreement, and filed a joint motion for preliminary approval of the PropertySettlement Agreements with the U.S. District Court for the Northern District of California. (o) The Borrower and FBR shall have executed the Mortgage Loan Indemnity Agreement, which agreement shall be in form and substance satisfactory to NLC Holding in its sole discretion. (p) The Borrower and the estimated cost Administrative Agent shall have agreed to the appropriate level of repair balance sheet reserves to be set forth on Annex A. (q) The Borrower shall have delivered schedules to this Agreement, which schedules shall be in form and substance satisfactory to NLC Holding in its sole discretion. (r) Buyer shall have received evidence to its satisfaction that the Escrow Fund formerly held by the Borrower has been deposited as security to satisfy Litigation claims of which is One Hundred Thousand Dollars ($100,000.00) orthe Borrower and its Subsidiaries pursuant to the settlement agreements in respect of the Class Action Lawsuits referred to in Section 6.16 hereof.

Conditions Precedent to Closing. a. The 6.1 In addition to any other conditions to Purchaser’s obligation of Purchaser to close set forth in this Agreement, Purchaser’s obligation to close hereunder shall be expressly conditioned upon, is subject to each and subject to, the satisfaction (or written waiver by Purchaser) of each all of the following conditionsconditions precedent: (1) Each A. All of the Seller’s representations or and warranties contained in Section 6(a) of this Contract Agreement shall be true and correct in all material respects as if when made and also as of the Closing Date of Closingwhen remade. (2) No part of the Property B. All documents, instruments and assurances required hereunder to be delivered to Purchaser shall have been acquiredduly delivered to Purchaser. C. All material covenants and agreements of Seller under this Agreement shall have been duly performed and satisfied. D. At Closing, Escrowee will be committed to deliver to Purchaser one or more ALTA owner's title insurance policies with extended coverage (to the extent that extended coverage is available in a particular jurisdiction), or in the case of Properties in the State of Texas, a standard form of Owner’s Policy of Title Insurance as prescribed by the Texas State Board of Insurance, insuring title to each Property subject only to the Permitted Exceptions (each, a “Title Policy” and collectively, the “Title Policies”), in an amount not less than the portion of the Purchase Price allocated to such Property on Schedule I in the Schedules, provided that (i) in advance of Closing, Purchaser shall have taken all necessary and customary actions to arrange for or allow issuance of such Title Policies by Escrowee, and (ii) all necessary premiums or other charges required for the issuance of such Title Policies are paid pursuant to Section 12.1. The immediately preceding sentence shall survive the termination of this Agreement. 6.2 In addition to any other conditions to Seller’s obligation to close set forth in this Agreement, Seller’s obligation to close hereunder is subject to each and all of the following conditions precedent: A. All of Purchaser’s representations and warranties contained in this Agreement shall be about true and correct in all material respects when made and also as of the Closing Date when remade. B. All documents, instruments and assurances required hereunder to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if delivered to Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract been duly delivered to Seller. C. All material covenants and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent agreements of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, under this Agreement shall have been complied with by Seller duly performed and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approvalsatisfied. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. The obligation of Purchaser to close hereunder shall be expressly conditioned upon, and subject to, the satisfaction (or written waiver by Purchasera) of each In exchange for payment of the following conditions: (1) Each of the representations or warranties contained in Section 6(a) of this Contract shall be true in all material respects as if made as of the Date of Closing. (2) No part of the Property shall have been acquiredPurchase Price, or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice furnish Buyer with the Bill of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of Sale for the Deposit and any interest earned thereon; or (ii) continue this Contract, pay Equipment. At the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall further provide Purchaser with an opportunity to participate with Seller in any negotiations Buyer, at Seller’s sole cost and expense, all documents and certificates relating to a Taking affecting the Equipment and any portion manufacturer’s warranties and the following documents related to Seller’s authority to sell the Equipment to Buyer on the terms and conditions contained in this Agreement; (i) A certified copy of the Property or any condemnation award to be made in connection therewith; Board of Directors resolutions of Seller authorizing (1) the sale of the Equipment at the Purchase Price, and (C2) execution of this Agreement, the Bill of Sale and all related documents; and (ii) A Certificate of Incumbency executed by the Secretary or Assistant Secretary of Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closingsetting forth the authorized signatories of Seller and its respective signatures and titles. (3b) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting Seller will deliver to Buyer at the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by technical and operating manuals relating to the Equipment, its components and systems as well as any licenses, construction drawings, plans, specifications, other technical data, repair records, inspection records, and certificates in Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approvalpossession. (4c) The Property At the Closing, Buyer shall possess all clearancesprovide to Seller, permitsat Buyer’s sole cost and expense, occupancy certificates, licenses the following documents related to Buyer’s authority to purchase the Equipment from Seller on the terms and registrations necessary for its intended purposeconditions contained in this Agreement: (i) A certified copy of the Board of Directors resolutions of Buyer authorizing: (1) the purchase of the Equipment by Buyer at the Purchase Price, and (2) the same shall be in full force execution of this Agreement and effect, in good standing all related documents; and (ii) A Certificate of Incumbency executed by the Secretary or Assistant Secretary of ▇▇▇▇▇ setting forth the authorized signatories of Buyer and their respective signatures and titles. (d) There are no other conditions or contingencies to the Closing and Buyer and Seller acknowledge that the Closing is not subject to any known due diligence investigation, receipt of financing or threatened challenge. (5) There shall be no unrepaired damage by fire board of directors, shareholders or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) orcorporate approval.

Conditions Precedent to Closing. a. The obligation Purchaser’s obligations to carry out the terms of this Agreement and to complete its transactions contemplated under this Agreement are subject to the fulfillment to the satisfaction of Purchaser to close hereunder shall be expressly conditioned upon, and subject to, the satisfaction (or written waiver by Purchaser) of each of the following conditionsconditions at or prior to the Time of Closing: (1) A. Each of the representations or warranties Shareholders of BHP and BHP (collectively, the “BHP Group”) shall have complied with all of their respective covenants and agreements contained in Section 6(athis Agreement; and B. The BHP Group shall transfer, or will cause to be transferred, to Purchaser one hundred percent (100%) of the issued and outstanding BHP membership interests; and C. The representations and warranties of each of the BHP Group contained in this Contract Agreement or contained in any certificates or documents delivered by any of them pursuant to this Agreement shall be completely true as if such representations and warranties had been made as of the Time of Closing. The conditions set forth above are for the exclusive benefit of Purchaser and may be waived by Purchaser in whole or in part at any time at or before the Time of Closing, as long as such conditions are waived in writing. BHP’s obligation to carry out the terms of this Agreement and to complete the transactions contemplated under this Agreement are subject to the fulfillment to BHP’s satisfaction of each of the following conditions at or prior to the Time of Closing: A. Purchaser shall have complied with all of its covenants and agreements contained in this Agreement; and B. The representations and warranties of Purchaser contained in this Agreement or contained in any certificates or documents delivered by it pursuant to this Agreement shall be completely true and correct in all material respects as if such representations and warranties had been made by Purchaser as of the Date Closing Date; and C. Purchaser shall be current, through March 31, 2017, with its filing obligations with the SEC and/or OTC Markets such that it is labeled as “Current” on OTC Markets; The conditions set forth above are for the exclusive benefit of BHP and may be waived by BHP in whole or in part at or before the Time of Closing, as long as such conditions are waived in writing. (2) No part of the Property shall have been acquired, or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. The obligation of Purchaser Subject to close hereunder shall be expressly conditioned upon, and subject towaiver as set forth in Section 7.F. below, the satisfaction (respective obligations of each party hereto to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or written waiver by Purchaser) prior to the Closing Date of each of the following conditions: (1) Each i. All statutory and regulatory requirements necessary for the valid consummation by BUYER and SELLER of the representations or warranties contained transactions contemplated by this Agreement and any Ancillary Documents shall have been fulfilled; all authorizations, consents, approvals and waivers of all Regulatory Entities necessary to be obtained in order to permit consummation of the transactions contemplated by this Agreement, including, without limitation, the consents set forth in Section 6(a) 2.D., shall have been obtained. Parties hereto agree to promptly apply for any license, permit or other consent necessary to consummate the transactions contemplated under this Agreement and the Ancillary Documents. ii. No injunction, restraining order or other ruling or order issued by any court of this Contract competent jurisdiction or governmental authority or regulatory body or other legal restraint or prohibition shall be true in effect, and no proceeding, action, suit or claim brought or made by any governmental authority or regulatory body shall be pending or threatened that seeks any injunction, restraining order or other order or other relief, and no statute, rule, regulation or executive order shall have been enacted, promulgated or proposed, in each case, that would prohibit the consummation of the transactions contemplated by this Agreement; it being understood that the parties hereto shall use their best efforts to have any such injunction, ruling, order, restraint or prohibition (each, a ?Restraint) lifted and to oppose any action to impose a Restraint, and to reasonably extend the date set forth in Section 7.A.ii. hereof so long as such efforts are continuing in good faith. iii. All approvals, consents, authorizations and waivers which SELLER is required to obtain to continue obligations or rights under the lease agreement of its office premises or Contracts after the Closing Date shall have been obtained. iv. SELLER and BUYER each shall have complied with and performed in all material respects as if made all of its obligations and duties hereunder as of the Closing Date of Closing. (2) No part and shall not have breached in any material respect any of the Property shall have been acquired, terms and conditions of this Agreement or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to ClosingAncillary Documents. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. 8.1 The obligation of Purchaser Seller’s conditions precedent The Seller shall not be obliged to close hereunder shall be expressly conditioned upon, and subject to, perform its obligations at Closing as set forth in Clause 9.2 unless the satisfaction following conditions precedent are satisfied (or written waiver waived by Purchaserthe Seller) of each not later than at Closing: 1. There shall not have been any material adverse changes in the assets, condition, or prospects of the following conditions:Buyer since 31 December 2015; (1) Each of the representations 2. The Buyer’s Representations and Warranties and any certificate or warranties contained in Section 6(a) of other writing delivered pursuant to this Contract Agreement qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, at and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be so true and correct as of such earlier date); 3. The other parties to the ROFR Agreement and Voting Agreement shall have consented to the Seller becoming a party to such agreements on the terms contemplated in connection with the Seller’s acceptance of becoming a party to these; 4. No litigation, injunction, order or other similar legal proceeding shall have been instituted against Buyer, which litigation, injunction, order or proceeding is reasonably likely to restrain in any material adverse way or prohibit the consummation of the transaction contemplated by this Agreement; and 5. The Buyer shall have performed and complied in all material respects with its obligations under this Agreement prior to and at Closing so that the transaction contemplated by this Agreement is not in any material respect adversely affected. JKM/JKM/1037031 16 MAY 2016 8.2 The Buyer’s conditions precedent The Buyer shall not be obliged to perform its obligations at Closing as if made set forth in Clause 9.3 unless the following conditions precedent are satisfied (or waived by the Buyer) not later than at Closing: 1. There shall not have been any material adverse changes in the assets, condition, or prospects of the Business since the last statutory accounts date (for the statutory accounts accounting for the Business) or any material change in the ability of the Business to operate on a stand-alone basis after the Closing Date in accordance with the financial and business projections provided by the Seller to the Buyer; 2. The Seller’s Representations and Warranties and any certificate or other writing delivered pursuant to this Agreement qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, at and as of the Closing Date of Closing. (2) No part as though made on and as of the Property Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be so true and correct as of such earlier date); 3. The Seller shall have executed and delivered a counterpart signature page agreeing to become a party to the ROFR Agreement and Voting Agreement; 4. The Seller shall have executed and delivered the Adoption Agreement; 5. The Seller shall have executed and delivered the Observer Agreement; 6. Each director and officer of the Subsidiaries shall have delivered their written resignations effective as of the Closing Date; 7. The Seller shall have delisted the Seller’s capital stock from the Oslo Axxes (Oslo Stock Exchange) and terminated its registration under applicable Law; 8. The Seller shall have obtained and delivered to Buyer the Required Consents; 9. The Seller has documented that the transaction contemplated by this Agreement has been duly and finally approved by the shareholders of the Seller at an extraordinary general meeting (EGM) by equivalent action with the required majority; 10. The Seller has documented prior to or at the time of Signing that the majority shareholder of the Seller, Sorana A/S, has in writing committed to vote in favour of this Agreement in a general meeting of the Seller to be held between Signing and Closing; 11. No litigation, injunction, order or other similar legal proceeding shall have been acquiredinstituted against Seller, which litigation, injunction, order or proceeding is reasonably likely to restrain in any material adverse way or prohibit the consummation of the transaction contemplated by this Agreement; and JKM/JKM/1037031 17 MAY 2016 12. The Seller shall have performed and complied in all material respects with its obligations under this Agreement, including without limitation the obligations set forth in Clause 13.1, prior to and at Closing so that the transaction contemplated by this Agreement is not in any material respect adversely affected. 8.3 The Parties shall use their best efforts and act in good faith to ensure that the conditions precedent set forth in Clauses 8.1 and 8.2 are satisfied not later than on 15 July 2016 or, failing to meet the said date, as soon as possible thereafter. 8.4 The Buyer shall expedite the filing of all required notifications to any competition authorities. To this end the Parties and their legal advisers shall work together and shall without undue delay share all information relevant for the notification procedures, including any and all filings and correspondence with the competition authorities, unless the sharing of such information is contrary to applicable Law, in which case such information shall only be shared on an external counsel-to-counsel basis, to the extent legally permissible. 8.5 If any of the conditions precedent set forth in Clauses 8.1 and/or 8.2 is not satisfied and is not capable of being satisfied as part of Closing (and such condition precedent is not waived by the Party who may waive the condition precedent) on 31 August 2016 at the latest, or shall be about to be acquired on such other date as the Parties may subsequently agree upon, the Seller and/or the Buyer, as applicable (as evidenced depending upon which of the Parties that may waive the condition precedent), may not later than on the tenth (10th) Business Day after that date terminate this Agreement with immediate effect by written notice thereof)to the other Party, failing which notice this Agreement shall be consummated as contemplated herein, unless prohibited by authority law. Notwithstanding the above, a Party may not rely on the failure of any governmental agency or other authority in the exercise condition precedent to be satisfied as grounds for terminating this Agreement if such failure is caused by such Party’s breach of its power obligation to use its best efforts or to act in good faith to ensure that such condition precedent is satisfied. 8.6 In case of eminent domain or by private purchase termination of this Agreement as set forth in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller Clause 8.5 neither of the Parties shall have received written notice any liability towards the other unless the reason why the condition(s) precedent was (were) not satisfied is a consequence of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit Parties being in breach of any of its obligations under this Agreement, including a breach of any of its representations and any interest earned thereon; or (ii) continue warranties given in this ContractAgreement. For clarity and the avoidance of doubt, pay the full purchase price without reduction, accept an assignment of Seller’s rights obligation to obtain and deliver the Required Consents as set out in Clause 8.2.8 is a commercially reasonable effort obligation as described in Clause 4.2.1. In case of any condemnation award (whether received prior termination of this Agreement caused by a Party being in breach of any of its obligations under this Agreement, the other Party shall be entitled to or after Closing) and proceed exercise any remedy available according to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion this Agreement. JKM/JKM/1037031 18 MAY 2016 8.7 Each of the Property or any condemnation award Parties undertakes as soon as reasonable practicable to be made disclose in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect writing to the Property prior other any circumstance or fact that will or is reasonably likely to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for prevent any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Propertyconditions precedent from being satisfied upon becoming aware of such circumstance or fact. Moreover, each of the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) orParties undertakes to inform the other in writing as soon as reasonable practicable when such Party has become aware that a condition precedent has been satisfied.

Conditions Precedent to Closing. a. The obligation obligations of Purchaser pursuant to close hereunder shall this Contract shall, at the option of Purchaser, be expressly conditioned upon, and subject to, to the satisfaction (or written waiver by Purchaser) of each following conditions precedent: A. All of the following conditions: (1) Each representations, warranties and agreements of the representations or warranties contained Seller set forth in Section 6(a) of this Contract shall be true and correct in all material respects as if made of the date hereof and as of the Date date of Closingclosing, and Seller shall not have on or prior to closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this Contract. (2) No part of B. There shall be no change in the matters reflected in the Title Commitment, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Commitment except for the Permitted Exceptions or matters to be satisfied at closing. C. There shall be no changes in the matters reflected in the Survey, and there shall not exist any easement, right-of-way, encroachment, waterway, pond, flood plain, conflict or protrusion with respect to the Property not shown on the Survey. D. Purchaser shall have been acquiredreceived executed originals or copies, certified by Seller as being true and correct, of all Leases and Permits, including all warranties, licenses and permits in Seller's possession relating to the Property, all of which shall, at Purchaser's option, be assigned to Purchaser or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if designee at closing. E. Seller shall have received written notice of any operated the Property from and after the date hereof in substantially the same manner as prior thereto. F. Seller shall have delivered to Purchaser an estoppel letter from each Tenant not affiliated with Purchaser, which letter shall be in form and substance substantially identical to the estoppel letter attached hereto as Exhibit J and, in addition, a letter from Seller addressed to each such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund Tenant --------- informing such Tenant of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights change in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion ownership of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices estoppel letter reveals a material default in any lease or does not confirm that the lease terms are substantially the same as represented in the rent roll provided to Purchaser, Purchaser shall have the right to terminate this Contract. For purposes of violations are issued with respect this subparagraph H, the term "substantially the ----------------- same" shall mean that there is no material variance in lease terms from those ---- set forth in the rent roll delivered by Seller pursuant to Article III hereof. Notwithstanding the foregoing, if Purchaser has the right to terminate by virtue of the terms of this section, Seller may provide an indemnification to Purchaser, which indemnification must be in form and content and from an indemnitor reasonably satisfactory to Purchaser, for any amounts that may be lost by virtue of the variance in lease terms, in which case Purchaser's right to terminate shall be void and of no effect. Purchaser agrees that US West Real Estate, Inc., a Colorado corporation, is a satisfactory indemnitor. G. Seller shall have delivered to Purchaser a current Non-Residential Use Permit for Building 6 and for Building 15 and a current Non-Residential Use Permit for the space occupied by each tenant at Building 6 or Building 15, as applicable. H. Seller shall have recorded that certain Amendment No. 1 to Amended and Restated Declaration of Protective Covenants and Restrictions for Dulles Corner now in escrow at Chicago Title Company. I. The parties shall have entered into a mutually acceptable agreement regarding operation of the fitness club incorporating and elaborating on the items set forth in Exhibit O attached hereto. --------- If any such condition is not fully satisfied by closing, Purchaser may terminate this Contract by written notice to Seller whereupon this Contract may be cancelled, the Deposit shall be paid to Purchaser and, thereafter, neither Seller nor Purchaser shall have any continuing obligations hereunder. Notwithstanding anything to the Property contrary contained in this Article VIII, if Purchaser notifies Seller that Purchaser elects to terminate this Contract on account of a failure to satisfy the conditions precedent set forth in this Article VIII, Seller may, by written notice to Purchaser given on or before the closing date, agree to satisfy the condition, and Purchaser shall thereupon be obligated to close the transaction, provided such cure is effectuated prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approvaldate of closing. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. (a) Buyer's Conditions Precedent. The obligation of Purchaser to close hereunder following shall be expressly conditioned uponconditions precedent to Buyer's obligation to consummate the purchase and sale transaction contemplated herein (the "Buyer's Conditions Precedent"): (i) All representations and warranties of Sellers in Section 4 shall be true and correct as of the Closing Date and all agreements, covenants and obligations of Sellers under this Agreement to be performed or complied with on or before the Closing Date shall have been performed or complied with and Sellers shall have executed and delivered to Buyer a certificate to that effect in the form attached as Schedule 6(a)(i) hereto ("Sellers' Certificate"). (ii) No material breach or default by either Seller shall have occurred hereunder that has not been cured to Buyer's reasonable satisfaction. Buyer shall provide Sellers with written notice of any material breach or default by Sellers promptly upon Buyer's discovering that such breach or default exists. (iii) The applicable waiting periods, if any, under the HSR Act shall have expired or been terminated. (iv) The Nevada Gaming Authorities shall have determined that Buyer is a suitable purchaser for the Premises and shall have approved the sale of the Premises and shall have licensed the Buyer's ability to assume control and operation of the Premises and the Business as of the Closing Date. Approvals from all other applicable counties, cities and other municipalities having jurisdiction over the gaming and liquor operations on the Premises shall have been obtained. No certificate of occupancy or any liquor or gaming license shall have been revoked or suspended by the responsible governmental agency. (v) Sellers shall have executed and delivered to Buyer at the Closing the documents which they are required to so execute and deliver pursuant to Section 8. (vi) Buyer shall have received the legal opinion of Bible, Hoy & Trachok in the form attached hereto as Schedule 6(a)(vi). (vii) The Closing shall not directly or indirectly (with or without notice or lapse of time), violate, contravene, materially conflict with or result in a violation of any law and shall not violate any order or decree of any court or governmental body of competent jurisdiction, and subject tono suit, action, proceeding or investigation shall have been brought or threatened by any Person (other than Buyer or an affiliate of Buyer) which questions the satisfaction (validity or written waiver by Purchaser) legality of each of this Agreement or the following conditions:transactions contemplated hereby. (1viii) Each of the representations or warranties contained Company and the Shareholders shall have entered into a Confidentiality and Non-Competition Agreement in Section 6(a) of this Contract shall be true in all material respects the form attached hereto as if made as of the Date of ClosingExhibits 21A and 21B, respectively. (2ix) No part of the Property shall have been acquired, or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller The Buyer shall have received written notice an Alta Owner's and Lender's policy of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract Title Insurance which does not deviate materially from the Title Report and receive a full refund of the Deposit which shall include all endorsements reasonably requested by Buyer or Lender and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller which shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect also include leasehold coverage as to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approvalPiazzo property. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. The Buyer's obligation of Purchaser to close hereunder shall be expressly pursuant to this Contract is conditioned upon, and subject to, on the satisfaction (or written waiver by Purchaser) of each of the following conditionsfollowing: (1) Each of A. No material adverse change in the representations or warranties contained in Section 6(a) of this Contract shall be true in all material respects as if made as of the Date of Closing. (2) No part condition of the Property shall have been acquiredoccurred since the date of this Contract. B. As of closing, or there shall be about to no governmental prohibition (including zoning restrictions or conditions) that prevents Buyer from receiving building permits for construction of the intended improvements. C. As of the closing, there shall be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option no (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; leases or other occupancy agreements, or (ii) continue this Contract, pay contracts for labor or service that affect the full purchase price without reduction, accept an assignment Property. D. All of Seller’s rights 's covenants and obligations contained in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, this Contract shall have been complied with performed by Seller Seller, and all of Seller's warranties and representations are true and correct and shall be true and correct at closing. E. No condemnation proceedings or any other matters which might have a material adverse effect on the value of the Property shall be free pending or threatened against the Property at the closing. F. Any and clear thereof. In all permits, licenses, or qualifications from any Federal, State or other local governmental agencies having jurisdiction over the event Property, required for the development of the Property and construction of Buyer's model homes shall be obtained or obtainable. G. Seller gives to Buyer evidence that any notices of violations its development loan financing is in a position to be funded and that the District Bonds have been sold and the proceeds thereof are issued available to pay for the subdivision improvements required to be constructed in accordance with respect paragraph 40 hereof. H. Water and sewer shall be available to the Property prior pursuant to Closing, an agreement with the governmental agencies having jurisdiction and all corrective work required thereby other utilities shall be performed available to the Property. If any of the conditions precedent to Buyer's obligation have not been satisfied, Buyer may cancel this Agreement by or paid notifying Seller (unless Seller shall satisfy the condition precedent within thirty (30) days after such notice), in which event Seller shall return the Deposit to Buyer. Buyer may waive, at Buyer's option and in Buyer's sole discretion, any of the conditions precedent to Buyer's obligation to close. ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP Date signed: By: s/sRandy Rieger August 12, 1996 --------------- Randy Rieger, as Authorized Agent of ▇▇ein Management Company, Inc., Managing General Partner LENNAR HOMES, INC. Date signed: By: /s/Tom Herman August 9, 1996 ------------- Tom Herman Vice President EXHIBIT (h) FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT, dated as of the 26th day of June, 1995 (the "Amendment"), is made by Seller. The natureand between Royal Palm Beach Colony, extentLimited partnership, methods and materials for any corrective work and the parties performing such work shall be subject a Delaware Limited Partnership (hereinafter referred to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purposeas "BORROWER"), and the same shall be in full force and effect, in good standing and not subject to any known Union Bank of Florida ("Bank" or threatened challenge"Lender"). (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. The Alterra's obligation to purchase and Holding Co.'s obligation to sell its Member Interests in the Companies to Alterra and for the parties to take the other actions required to be taken at the Closing is subject to the satisfaction, at or prior to the Closing, of Purchaser to close hereunder the following condition: entry by the Bankruptcy Court of a Final Order which approves and authorizes the purchase of the Member Interests and Existing Notes by Alterra in strict accordance with the terms and conditions contemplated herein, including, without limitation, the terms of the Note. Alterra's plan of reorganization and proposed order confirming Alterra's plan of reorganization shall include a provision approving the performance by Alterra of this Agreement. This Agreement is and shall be expressly conditioned uponsubject to the approval by the Bankruptcy Court, and subject toif for any reason whatsoever such approval is not obtained during the term hereof, then this Agreement shall be null and void and of no further force or effect. In order for this Agreement to have been approved, the satisfaction (or written waiver by Purchaser) of each Bankruptcy Court shall have entered an order approving Alterra's performance of the following conditions: transactions provided for in this Agreement (1) Each the "Final Order"), which order shall be in form and substance consistent with this Agreement and reasonably acceptable to the parties hereto. The Final Order shall not have been reversed, stayed, modified or amended in any material respect prior to the Closing Date, and the effective date of the representations plan of reorganization shall have occurred prior to the Closing Date. Without limiting the foregoing, the Final Order shall expressly (a) authorize and direct Alterra to perform its obligations under this Agreement and to take or warranties contained cause to be taken all such actions and to execute and deliver all such documents and instruments, as are necessary to consummate the transactions contemplated by this Agreement in Section 6(aaccordance with the terms hereof; (b) approve the terms and conditions of this Contract shall be true in all material respects as if made as Agreement, including the purchase of the Date of Closing. (2) No part of the Property shall have been acquired, or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract Member Interests and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewithExisting Notes; and (Cc) Seller shall reasonably cooperate with Purchaser after Closing contain a finding that the notice given in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued Bankruptcy Case with respect to the Property transactions contemplated hereby was proper, timely, adequate and sufficient under the circumstances. Holding Co. agrees not to oppose Alterra in seeking approval for this Agreement, to comply with any procedural matters necessary to facilitate the administration of the Bankruptcy Case, and to vote in favor of any plan of reorganization proposed by Alterra which incorporates the transactions contemplated herein. Alterra's obligation to purchase the Member Interests in the Companies and to take the other actions required to be taken at the Closing is further subject to the delivery, at or prior to the Closing, all corrective work required thereby of the General Releases, signed by Holding Co. and each Investor. Holding Co.'s failure to deliver the General Releases shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject give rise to any known or threatened challengeclaim for damages by Alterra against Holding Co., but shall only give Alterra a right not to close pursuant to the previous sentence. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. The obligation occurrence of Purchaser to close hereunder the Effective Date shall be expressly conditioned uponsubject to the satisfaction of conditions precedent customary for transactions of this type and the satisfaction of such other conditions precedent agreed upon by the Steering Committee and the Company, and subject including but not limited to, the satisfaction (or written waiver by Purchaser) following: • The negotiation, execution and delivery of each of the following conditions: (1) Each of the representations or warranties contained in Section 6(a) of this Contract shall be true in all material respects as if made as of the Date of Closing. (2) No part of the Property shall have been acquired, or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued definitive documentation with respect to the Property prior Restructuring contemplated by this Term Sheet and the Restructuring Support Agreement, reasonably acceptable to Closingthe Administrative Agent and the Steering Committee and otherwise consistent with the terms and conditions set forth in this Term Sheet and the Restructuring Support Agreement. • The Steering Committee shall have reasonably determined that the aggregate amount of general unsecured claims will not likely exceed $25 million above a pre-agreed baseline amount for ordinary course payables (the “Claims Cap”), all corrective work required thereby such baseline to be agreed to by the Company and the Steering Committee before March 8, 2013, or the Steering Committee shall have waived such requirement in writing, provided, however, that any claim or counterclaim, if any, that may be asserted by Tishman Construction Corporation shall be performed by or paid by Sellerexcluded from the Claims Cap. The natureIn order to determine the total amount of general unsecured claims, extentthe Company shall require holders of general unsecured claims in excess of $2,500,000 to file a proof of claim within 45 days of the Petition Date. To the extent that the Steering Committee determines that the aggregate amount of general unsecured claims will likely exceed the Claims Cap and does not waive such condition to the Effective Date, methods and materials the Steering Committee will consent to an extension of any relevant milestones in this Term Sheet to allow for any corrective work the Company and the parties performing such work Steering Committee to estimate and/or object to any applicable claims. • Confirmation of the Pre-Packaged Chapter 11 Plan by the Bankruptcy Court, on terms consistent with this Term Sheet and the Restructuring Support Agreement. • Gaming authority approvals, as necessary. • The Company shall be subject cooperate on a timely basis with all licensing and other regulatory requests required in order to Purchaser’s prior approval. consummate the transactions contemplated hereby. Releases & Exculpation To the fullest extent permitted by applicable law, the Restructuring shall include a full release from liability in favor of the Company, the Existing Equity Holders, the Administrative Agent, the Existing Lenders, and all current and former direct and indirect equityholders, members, partners, subsidiaries, affiliates, funds, managers, managing members, officers, directors, employees, advisors, principals, attorneys, professionals, accountants, investment bankers, consultants, agents, and other representatives (4including their respective equityholders, members, partners, subsidiaries, affiliates, funds, managers, managing members, officers, directors, employees, advisors, principals, attorneys, professionals, accountants, investment bankers, consultants, agents, and other representatives) The Property shall possess all clearancesof the Company, permitsthe Existing Equity Holders, occupancy certificates, licenses and registrations necessary for its intended purposethe Administrative Agent, and the same Existing Lenders from any claims and causes of action related to the Company arising on or prior to the Effective Date. To the fullest extent permitted by applicable law, the Restructuring shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion include a customary exculpation provision providing a standard of liability for the conduct of the Property, professionals during the estimated cost course of repair of which is One Hundred Thousand Dollars ($100,000.00) orthe Chapter 11 Cases.

Conditions Precedent to Closing. a. The 9.1 Purchaser’s obligation of Purchaser to close hereunder shall be expressly conditioned upon, and subject to, the satisfaction (or written waiver by Purchaser) of each of the following conditions: (1) Each of the representations or warranties contained in Section 6(a) of under this Purchase Contract shall be true subject to and conditioned upon the fulfillment in all material respects as if made of each and all of the following conditions precedent: 9.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered and shall be in form and substance required by this Purchase Contract. 9.1.2 Seller’s representations and warranties set forth in this Purchase Contract shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date and as of the Effective Date as though such representations and warranties were made at and as of such date and time. 9.1.3 Seller shall have complied with, fulfilled and performed, in each case in all material respects, each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder. 9.1.4 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain the consummation of any of the transactions contemplated by this Purchase Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. 9.1.5 The Improvements (including, but not limited to, the mechanical systems, plumbing, electrical, wiring, appliances, fixtures, heating, air conditioning and ventilating equipment, elevators, boilers, equipment, roofs, structural members and furnaces) shall be at Closing in substantially the same condition as on the Effective Date of Closingthis Purchase Contract except for normal wear and tear and such damage from casualty or condemnation that is waived or accepted under ARTICLE 13 hereof. (2) No part 9.1.6 The conversion of the Property shall have been acquired, or shall be about Owner from a Georgia limited liability company to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority a Delaware limited liability company in accordance with the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund laws of the Deposit and State of Delaware on or prior to the Closing Date. Seller hereby agrees to reasonably cooperate (at no third party cost to Seller) with Purchaser in effecting such conversion. 9.2 Without limiting any interest earned thereon; or (ii) continue of the rights of Seller elsewhere provided for in this Purchase Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior obligation to or after Closing) and proceed close with respect to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion conveyance of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work under this Purchase Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 9.2.1 Purchaser’s prior approvalrepresentations and warranties set forth in this Purchase Contract shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date and as of the Effective Date as though such representations and warranties were made at and as of such date and time. (4) The Property 9.2.2 Purchaser shall possess all clearanceshave complied with, permits, occupancy certificates, licenses fulfilled and registrations necessary for its intended purpose, and the same shall be in full force and effectperformed, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion each case in all material respects, each of the Propertycovenants, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) orterms and conditions to be complied with, fulfilled or performed by Purchaser hereunder.

Conditions Precedent to Closing. a. The obligation All obligations of Purchaser Fitek, PSI and the PSI Shareholders under this Agreement are subject to close hereunder shall be expressly conditioned uponthe fulfillment, prior to or at the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Section 4 herein, and subject tofulfillment, prior to the satisfaction (or written waiver by Purchaser) Closing, of each of the following conditions, unless any such conditions are waived by such party at or before the Closing: (a) The respective representations, warranties and covenants of PSI and K▇▇▇, and of Fitek, K▇▇▇▇▇ and M▇▇▇▇▇ contained in this Agreement shall be true at the time of Closing as though such representations, warranties and covenants were made at such time. (b) PSI, Kast, Fitek, K▇▇▇▇▇ and M▇▇▇▇▇ shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by each prior to or at the Closing. (c) Each PSI Shareholder acquiring Exchange Stock will be required, at Closing, to submit an agreement, substantially in the form of Exhibit B, confirming that all the Exchange Stock received will be acquired for investment and not with a view to, or for sale in connection with, any distribution thereof, and agreeing not to transfer any of the Exchange Stock for a period of one year from the Closing Date, except to those persons approved by legal counsel to Fitek as falling within an exemption from registration under the Act and any applicable state securities laws, which transfers do not constitute a public distribution of securities, and in which the transferees execute an investment letter in form and substance satisfactory to counsel for Fitek. The foregoing provision shall not prohibit the registration of those shares at any time following the Closing. Each PSI Shareholder acquiring Exchange Stock will be required to transfer to Fitek at the Closing his or her respective PSI Shares, free and clear of all liens, mortgages, pledges, encumbrances or changes, whether disclosed or undisclosed. (d) Fitek shall have been presented with, and shall have approved, an updated version of Exhibits C and D, prepared by PSI, current as of the Closing. (e) Each party shall have received favorable opinions from the other party's counsel on such matters in connection with the transactions contemplated by this Agreement as are reasonable, including an opinion from counsel for PSI that the Exchange, if consummated, will not in any manner violate corporate or securities laws of any states where any PSI Shareholder resides. (f) Each party shall have satisfied itself that since the date of this Agreement the business of the other party has been conducted in the ordinary course except to the extent otherwise contemplated by this Agreement. In addition, each party shall have satisfied itself that no withdrawals of cash or other assets have been made and no indebtedness has been incurred since the date of this Agreement, except the possible execution by PSI of a lease with an option to purchase an office building and with respect to services rendered or expenses incurred in connection with the consummation of the transactions contemplated by this Agreement, unless said withdrawals or indebtedness were either contemplated by the terms of this Agreement or subsequently consented to in writing by the parties. (g) Each party covenants that, to the best of its knowledge, it has complied in all material respects with all applicable laws, orders and regulations of federal, state, municipal and/or other governments and/or any instrumentality thereof, domestic or foreign, applicable to their assets, to the business conducted by them and to the transactions contemplated by this Agreement. (h) Fitek shall have provided to PSI through June 30, 1997, all audited and unaudited financial statements prepared in accordance with generally accepted accounting principles and with Regulation S-X, and the audited statements certified as such by independent accountants of Fitek. (i) PSI shall have provided to Fitek audited financial statements of PSI for the three most recently completed fiscal years (or for such shorter period as PSI or its subsidiaries, if any, shall have been in existence), prepared on a tax basis in accordance with generally accepted accounting principles, together with unaudited financial statements in the same form for the period from the end of the most recently ended fiscal year to a date within thirty days of the Closing. Such unaudited financial statements of PSI shall have included the following schedules: Schedule of Assets; Schedule of Notes Payable; Schedule of Accounts Payable; and Schedule of Notes Receivable or, in their absence, an affirmation that such items do not exist. PSI shall also provide, as of a date within ten days of Closing, an update of any material change in the aforementioned schedules. In addition, PSI will deliver to Fitek, prior to Closing, in a form satisfactory to Fitek, a letter from PSI's independent auditors confirming that PSI's financial statements, covering the three most recently completed fiscal years, are auditable and can be prepared in accordance with generally accepted accounting principles and Regulation S-X within seventy-five (75) days of the Closing Date. (j) Each party shall have granted to the other party (acting through its management personnel, counsel, accountants or other representatives designated by it) full opportunity to examine its books and records, properties, plants and equipment, proprietary rights and other instruments, rights and papers of all kinds in accordance with Sections 6 and 8 hereof and each party shall be satisfied to proceed with the transactions contemplated by this Agreement upon completion of such examination and investigation. (k) Effective as of the Closing Date, all (or, at Fitek's option, all but one) of the members of Fitek's current board of directors and each and every person serving as an officer of Fitek shall resign their respective positions and/or offices by tendering written resignations. Immediately prior to said resignations, Fitek's board of directors shall appoint as members of Fitek's new board those persons designated by PSI to fill said director positions, with such appointments to be effective as of the Closing. If all members of Fitek's current board of directors (the "Current Board") resign as of the Closing, the parties hereto agree that the Current Board may designate, at any time within Twelve months following the Closing, one person to serve as a member of the Board. If that person is not a current board member of Fitek, the nominee shall be subject to the approval of PSI. (1) All press releases, shareholder communications, SEC Filings and other publicity generated by Fitek or PSI regarding the transactions contemplated by this Agreement shall have been reviewed and approved by the other party before their release to the public or any governmental agency. (m) Each party shall have satisfied itself that all transactions contemplated by this Agreement, including those contemplated by the exhibits attached hereto, shall be legal and binding under applicable statutory and case law of the States of Delaware and Nevada, respectively, including, but not limited to Nevada's securities laws and all other applicable state securities laws. (n) Each of the PSI Stockholders shall have tendered his or her stock certificate or certificates to Fitek, endorsed in blank, to permit the transfer of the PSI's Exchange Stock at Closing as contemplated by Section 2(b). (o) At PSI's request, K▇▇▇▇▇ and M▇▇▇▇▇ shall act as advisors to Fitek/PSI for a period of up to twelve months following the Closing, performing such duties as shall be assigned by the Fitek board of directors. K▇▇▇▇▇ and M▇▇▇▇▇ agree to perform the functions as advisor without compensation. However, K▇▇▇▇▇ and M▇▇▇▇▇ shall be entitled to reimbursement of all out of pocket expenses incurred in the performance of duties assigned to them as advisors. (p) All holders of Fitek restricted common stock in excess of one million shares shall execute agreements in form and substance satisfactory to PSI and Fitek whereby they agree that 75% of their restricted shares shall not be sold for a period of twelve months following Closing, except that private sales may be made to purchasers who agree to be bound by the provisions of the "lock-up" agreement. No such private sales may be made, however, unless PSI and its counsel have received an opinion from counsel for the seller that the proposed private sale is exempt from the registration provisions of the 1933 Act and applicable state securities laws. (q) Each party shall have received from the other party the following, each dated as of the Closing Date, in form and substance reasonably satisfactory to the receiving party: (i) a certificate of the President of PSI or Fitek, as the case may be, to the effect that (i) the representations or and warranties of such other party contained in Section 6(a) of this Contract shall be Agreement are true and correct in all material respects as if made as of the Closing Date of Closing. (2) No part of the Property shall have been acquired, or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contractsuch other party has performed, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closingall material respects, all corrective work covenants and other obligations required thereby shall by this Agreement to be performed by it at or paid by Seller. The nature, extent, methods and materials for any corrective work and before the parties performing such work shall be subject to Purchaser’s prior approval.Closing Date; and (4ii) The Property shall possess all clearancesa certificate of the Secretary of State of each jurisdiction in which such other party is incorporated, permitsdated as of a recent date, occupancy certificates, licenses and registrations necessary for its intended purpose, and as to the same shall be in full force and effect, in good standing of and not subject payment of taxes by such other party and as to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or the charter documents of such other casualty to any portion party on file in the office of the Property, the estimated cost Secretary of repair of which is One Hundred Thousand Dollars ($100,000.00) orState.

Conditions Precedent to Closing. a. The (i) Buyer’s obligation of Purchaser under this Agreement to close purchase the Assets as provided hereunder shall be expressly conditioned upon, and subject to, to the satisfaction (or written waiver by Purchaser) fulfillment of each of the following conditionsconditions subject, however, to the provisions of subsection (iii) below: (1A) Each of the representations or and warranties of Seller contained in Section 6(a) of this Contract 12 hereof shall be true true, accurate and correct in all material respects as if made as of the Date of Closing.Closing Date; (2B) No part title to the Real Property shall be in compliance with the terms of Section 9 hereof and Title Company shall be prepared to issue the Title Policy subject only to payment of the Property shall have been acquiredpremium therefor; provided, or shall be about however, that if Title Company is not prepared to be acquired (so issue the Title Policy as evidenced by written notice thereof), by authority a result of any governmental agency act or other authority omission of Buyer or any Affiliate of Buyer and title to the Real Property is in compliance with the exercise terms of its power of eminent domain or by private purchase in lieu thereof (Section 9 hereof, such circumstances shall not constitute a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed condition to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and and (C) Seller shall reasonably cooperate have delivered, or caused to be delivered, to Escrow Agent or Buyer each of the Closing Documents required to be delivered by Seller pursuant to Section 11(b) hereof and shall have performed all other covenants, undertakings and obligations and complied with Purchaser after Closing in prosecuting any claim for a condemnation award arising all conditions required by this Agreement to be performed or complied with by Seller at or prior to the Closing. (3ii) All written notices Seller’s obligations under this Agreement to sell the Assets as provided hereunder shall be subject to the fulfillment of violations each of governmental orders or requirements noted or issued by any public authority having jurisdictionthe following conditions subject, however, to the provisions of subsection (iii) below: (A) the representations and any action warranties of Buyer contained in any court against or affecting Section 13 hereof shall be true, accurate and correct in all material respects as of the Property, Closing Date; and (B) Buyer shall have been delivered the funds required to be delivered by Buyer hereunder at Closing and shall have further delivered, or caused to be delivered, each of the Closing Documents required to be delivered by Buyer pursuant to Section 11(b) hereof and shall have performed all other covenants, undertakings and obligations and complied with all conditions required by this Agreement to be performed or complied with by Seller and Buyer, at or prior to the Property shall be free and clear thereof. Closing. (iii) In the event that any notices of violations are issued with respect condition contained in Section 11(d)(i) or (ii) is not satisfied, the Party entitled to the Property prior satisfaction of such condition as a condition to Closingits obligation to close hereunder shall have as its sole remedy hereunder the right to elect to (A) waive such unsatisfied condition whereupon Closing shall proceed as provided in this Agreement without any abatement of the Purchase Price, all corrective work required thereby or (B) terminate this Agreement. In the event such Party elects to terminate this Agreement, this Agreement shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work terminated and the parties performing such work Parties shall have no further rights, obligations or liabilities hereunder, except for those obligations which are expressly stated to survive the termination of this Agreement and except that if Buyer terminates this Agreement because a condition contained in Section 11(d)(i) hereof is not satisfied, Escrow Agent shall return the Deposit (less the Hard Deposit) to Buyer. Nothing contained herein shall be subject construed so as to Purchaser’s prior approvalbestow any right of termination upon a Party for the failure of a condition to be satisfied unless such Party is expressly entitled to the satisfaction of such condition as provided in Section 11(d)(i) or (ii) hereof. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. The Purchaser’s obligation of Purchaser to close hereunder shall be expressly conditioned upon, and subject to, the satisfaction (or written waiver by Purchaser) of each acquisition of the following conditionsProperty pursuant to this Agreement is conditioned on all of the following: (1) Each of 5.1 No material adverse change in the representations or warranties contained in Section 6(a) of this Contract shall be true in all material respects as if made as of the Date of Closing. (2) No part physical condition of the Property shall have occurred since the Effective Date that has not been acquiredcured by Seller as of the Closing Date to the satisfaction of Purchaser after reasonable inspection. 5.2 Purchaser shall have obtained any and all necessary or desirable governmental entitlements, approvals and permits for its ownership and continued operation of the Facility. 5.3 Seller has set forth on Exhibit C attached hereto a list of the name, address of each person or lender (together with a contact person with phone number and email, loan numbers, principal and accrued interest) which owns or holds any Monetary Liens that encumber the Property and which must be fully satisfied at Closing, and in the case of the 2006 Lease and the August 18, 2015 Lease, must be terminated at Closing, in both cases, in order for Seller to convey good title to the Property to Purchaser free and clear of all liens and encumbrances and it shall be about the Seller’s obligation under this Agreement to be acquired (as evidenced deliver to Purchaser prior to Closing valid pay-off letters with respect to those Monetary Lines in form and substance satisfactory to Purchaser and the Title Company in their reasonable discretion. 5.4 All required consents and approvals for the sale of the Property by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have been obtained by Seller and evidence thereof shall have been delivered to Purchaser. 5.5 Purchaser shall have received written notice of any an owner’s title insurance policy subject only to standard exceptions acceptable to Purchaser. 5.6 Purchaser shall have received such contemplated Taking, Purchaser may, at independent valuations and appraisals supporting the Purchase Price as it or its ultimate Section 501(c)(3) parent entity has determined in its sole option (i) terminate discretion as are necessary or appropriate for this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment transaction. 5.7 All of Seller’s rights covenants and obligations contained in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, this Agreement shall have been complied with performed by Seller as of Closing, and the Property all of Seller’s representations and warranties shall be free true and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, correct in all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion respects as of the Property, the estimated cost Effective Date and as of repair of which is One Hundred Thousand Dollars ($100,000.00) orClosing.

Conditions Precedent to Closing. a. 3.4.1 The obligation of Purchaser Buyer to close hereunder shall be expressly conditioned upon, and on the Closing Date is subject to, to the satisfaction (fulfillment at or written waiver by Purchaser) prior to such date of each of the following conditions:conditions (any one or more of which may be waived in whole or in part by the Parties in writing): (1a) Each The representations and warranties of the representations or warranties Seller contained in Section 6(a) of this Contract herein shall be true and correct in all material respects on the Closing Date with the same force and effect as if though such representations and warranties had been made on and as of the Date Closing Date. (b) Seller shall have performed and complied with all material terms, covenants and conditions of this Agreement that are required to be performed or complied with by it on or before the Closing. No action or proceeding shall have been instituted or threatened that would adversely affect or relate materially to the Acquired Assets, or adversely affect the ability of Seller to comply with the provisions of this Agreement. (c) Buyer’s representative shall have completed a legal review of the Acquired Assets and shall have verified that all assets are accounted for and available for delivery at Closing. (2d) No part of the Property The actions contemplated and documents required to carry out this Agreement or incident thereto shall have been acquired, duly approved by Seller. 3.4.2 The obligation of Seller to close on the Closing date is subject to the fulfillment at or prior to such date of each of the following conditions (any one or more of which may be waived in whole or in part by the Parties in writing): (a) The representations and warranties of Buyer contained herein shall be about to be acquired (true and correct in all material respects on the Closing with the same force and effect as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If though such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract representations and receive a full refund warranties had been made on and as of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3b) All written notices Buyer shall have performed and complied with all material terms, covenants and conditions of violations of governmental orders this Agreement required to be performed or requirements noted complied with by it on or issued by any public authority having jurisdiction, before the Closing Date. (c) The actions contemplated and any action in any court against documents required to carry out this Agreement or affecting the Property, incident thereto shall have been complied with duly approved by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approvalB▇▇▇▇. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. Conditions Precedent to the Purchaser's Obligations to Perform. The Purchaser's obligation of Purchaser under this Agreement to close hereunder shall be expressly conditioned upon, and purchase the Properties is subject to, to the satisfaction (or written waiver by Purchaser) fulfillment of each of the following conditions: : (1i) Each of the representations or and warranties of each Seller contained in Section 6(a) of this Contract herein shall be true in all material respects as if made materially true, accurate and correct as of the Closing Date except to the extent they relate only to an earlier date; (ii) the Sellers shall be ready, willing and able to deliver title to the Properties in accordance with the terms and conditions of this Agreement; (iii) any conditions precedent to the Purchaser's obligation to purchase the Property which is validly listed in the Purchaser's Termination Notice as being unsatisfied has been satisfied; and (iv) the Sellers shall have delivered all the documents and other items required pursuant to Section 8, and shall have performed all other covenants, undertakings and obligations, and complied with all conditions required by this Agreement to be performed or complied with by the Sellers at or prior to the Closing. (2) No part . Conditions Precedent to the Sellers' Obligations to Perform. The Sellers' obligation under this Agreement to sell the Property to the Purchaser is subject to the fulfillment of each of the Property shall have been acquired, or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option following conditions: (i) terminate this Contract the representations and receive a full refund warranties of the Deposit Purchaser contained herein shall be materially true, accurate and any interest earned thereoncorrect as of the Closing Date; or (ii) continue the Purchaser shall have delivered the funds required hereunder and all the documents to be executed by the Purchaser set forth in Section 9 and shall have performed all other covenants, undertakings and obligations, and complied with all conditions required by this Contract, pay Agreement to be performed or complied with by the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received Purchaser at or prior to or after the Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (Ciii) Seller the additional matters set forth in Schedule 11 annexed hereto and made a part hereof shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising have occurred or been delivered to the Sellers, as applicable, at or prior to the Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. Remedies Upon Failure to Satisfy Conditions. In the event that any notices condition contained in Sections 13.1 or 13.2 is not satisfied, the party entitled to the satisfaction of violations such condition as a condition to its obligation to close title shall have as its sole remedy hereunder the right to elect to (i) waive such unsatisfied condition whereupon title shall close as provided in this Agreement or (ii) proceed as provided in Section 14 hereof. Remedies. Sellers' Inability to Perform. If the Closing fails to occur by reason of the Sellers' inability to perform its obligations under this Agreement (i.e., the terms and conditions of any of Section 4.2, 5.3, 6.2, or 12.3 direct the application of the provisions of this Section 14.1 have occurred or any Seller is otherwise unable after the exercise of good faith efforts to perform its obligations or covenants hereunder) which has not been waived pursuant to Section 13.3, then the Purchaser, as its sole remedy for such inability of the Sellers, may terminate this Agreement by notice to the Sellers. If the Purchaser elects to terminate this Agreement, then this Agreement shall be terminated and neither party shall have any further rights, obligations or liabilities hereunder, except as otherwise expressly provided herein (collectively, the "Surviving Obligations"), and except that the Purchaser shall be entitled to a return of the Deposit provided the Purchaser is not otherwise in default hereunder within six months of such termination date, subject to the terms and provisions of Section 23 hereof. Except as set forth in this Section 14.1, the Purchaser hereby expressly waives, relinquishes and releases any other right or remedy available to it at law, in equity or otherwise by reason of the Sellers' inability to perform its obligations hereunder. Notwithstanding anything to the contrary herein, if the Sellers' inability to perform its obligations under this Agreement is a result of any action of, or failure to act by, the Purchaser or any of the Purchaser's Representatives, the Purchaser shall not be relieved of its obligations under this Agreement and Purchaser shall not be entitled to any right or remedy provided in this Section 14.1 or elsewhere in this Agreement. Purchaser's Failure to Perform. In the event of a default hereunder by the Purchaser or if the Closing fails to occur by reason of the Purchaser's failure or refusal to perform its obligations hereunder, then the Sellers may terminate this Agreement by notice to the Purchaser. If the Sellers elect to terminate this Agreement, then this Agreement shall be terminated and, as its sole remedy for the Purchaser's failure or refusal to complete the Closing or perform its obligations hereunder (except for the Surviving Obligations), the Sellers may retain the Deposit as liquidated damages for all loss, damage and expenses suffered by the Sellers, it being agreed that the Sellers' damages are issued impossible to ascertain, and neither party shall have any further rights, obligations or liabilities hereunder, except for the Surviving Obligations. Nothing contained herein shall limit or restrict the Sellers' ability to pursue any rights or remedies it may have against the Purchaser with respect to the Property prior Surviving Obligations. Except as set forth in this Section 14.2 and the Surviving Obligations, the Sellers hereby expressly waive, relinquish and release any other right or remedy available to Closingthem at law, all corrective work required thereby in equity or otherwise by reason of the Purchaser's default hereunder or the Purchaser's failure or refusal to perform its obligations hereunder. Notwithstanding anything to the contrary herein, if the Purchaser's default or the Purchaser's failure or refusal to perform its obligations under this Agreement is a result of any action of, or failure to act by, the Sellers or any of the Sellers' Affiliates, the Sellers shall not be relieved of its obligations under this Agreement and the Sellers shall not be entitled to any right or remedy provided in this Section 14.2 or elsewhere in this Agreement. Sellers' Failure to Perform. If the Closing fails to occur by reason of any of the Sellers' failure or refusal to perform its obligations hereunder which has not been waived by the Purchaser, then the Purchaser, as its sole remedy hereunder, may (i) terminate this Agreement by notice to the Sellers or (ii) seek specific performance from the Sellers. As a condition precedent to the Purchaser exercising any right it may have to bring an action for specific performance as the result of any of the Sellers' failure or refusal to perform their obligations hereunder, the Purchaser must commence such an action within ninety (90) days after the occurrence of such default. The Purchaser agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall be performed deemed a waiver by it of its right to commence such an action. Notwithstanding anything to the contrary herein, if any of the Sellers' failure or paid by Sellerrefusal to perform its obligations under this Agreement is a result of any action of, or failure to act by, the Purchaser or any of the Purchaser's Representatives, the Purchaser shall not be relieved of its obligations under this Agreement and Purchaser shall not be entitled to any right or remedy provided in this Section 14.3 or elsewhere in this Agreement. Escrow. The natureEscrow Agent shall hold the Downpayment and all interest accrued thereon, extentif any (collectively, methods the "Deposit") in escrow and materials for any corrective work shall dispose of the Deposit only in accordance with the provisions of that certain Escrow Agreement of even date herewith by and among the Escrow Agent, the Purchaser and the parties performing such work Sellers relating to the Properties (the "Escrow Agreement") in the form of Exhibit I hereto, subject to the terms and conditions of Section 23 hereof. Simultaneously with their execution and delivery of this Agreement, the Purchaser and the Sellers shall furnish the Escrow Agent with their true Federal Taxpayer Identification Numbers so that the Escrow Agent may file appropriate income tax information returns with respect to any interest earned on or credited to the Deposit. The party entitled to the economic benefit of the Deposit representing interest earned on the Downpayment shall be subject to Purchaser’s prior approval. (4) the party responsible for the payment of any tax due thereon. The Property provisions of the Escrow Agreement shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, survive the termination of this Agreement and the same shall be in full force and effect, in good standing and not subject to any known or threatened challengeClosing. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. The obligation Purchaser’s obligations to carry out the terms of this Agreement and to complete its transactions contemplated under this Agreement are subject to the fulfillment to the satisfaction of Purchaser to close hereunder shall be expressly conditioned upon, and subject to, the satisfaction (or written waiver by Purchaser) of each of the following conditionsconditions at or prior to the Time of Closing: (1) A. Each of the representations or warranties Members and GHM (collectively, the “GHM Group”) shall have complied with all of their respective covenants and agreements contained in Section 6(athis Agreement; and B. The GHM Group shall transfer, or will cause to be transferred, to Purchaser one hundred percent (100%) of the issued and outstanding GHM membership interests; and C. The representations and warranties of each of the GHM Group contained in this Contract Agreement or contained in any certificates or documents delivered by any of them pursuant to this Agreement shall be completely true as if such representations and warranties had been made as of the Time of Closing. The conditions set forth above are for the exclusive benefit of Purchaser and may be waived by Purchaser in whole or in part at any time at or before the Time of Closing, as long as such conditions are waived in writing. GHM’s obligation to carry out the terms of this Agreement and to complete the transactions contemplated under this Agreement are subject to the fulfillment to GHM’s satisfaction of each of the following conditions at or prior to the Time of Closing: A. Purchaser shall have complied with all of its covenants and agreements contained in this Agreement; and B. The representations and warranties of Purchaser contained in this Agreement or contained in any certificates or documents delivered by it pursuant to this Agreement shall be completely true and correct in all material respects as if such representations and warranties had been made by Purchaser as of the Date Closing Date; and C. Purchaser shall be current, through September 30, 2016, with its filing obligations with the SEC and/or OTC Markets such that it is labeled as “Current” on OTC Markets; D. At Closing, the current Board of Directors of Purchaser shall appoint such director nominees as may be designated by GHM to fill vacancies on the Board of Directors of Purchaser, and, thereafter, the current directors of Purchaser shall resign. In addition, at closing all officers of Purchaser shall tender their resignations to the Board of Directors, and new officers of Purchaser shall be appointed by the newly appointed Board of Directors of Purchaser. All such director and officer resignations shall be disclosed on Form 8-K to be filed with the SEC. The conditions set forth above are for the exclusive benefit of GHM and may be waived by GHM in whole or in part at or before the Time of Closing, as long as such conditions are waived in writing. (2) No part of the Property shall have been acquired, or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approval. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. The obligation of Purchaser the Company to close perform its obligations hereunder shall be expressly conditioned upon, and to consummate the transactions contemplated hereby is subject to, the to satisfaction (or written waiver by Purchaser) of each of the following conditions: (1) Each i. The representations and warranties of the representations or warranties contained Seller set forth in Section 6(a) 2 of this Contract Agreement shall be true and correct in all material respects as if made at and as of the Date of Closing. (2) ii. Seller shall have performed all of its covenants to be performed prior to or at the Closing under this Agreement in all material respects. iii. No part final, nonappealable injunction or other order by any United States court having proper jurisdiction that prevents the consummation of the Property transactions contemplated by this Agreement shall have been acquired, or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority issued and remain in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”)effect. iv. If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, executed and delivered all documents it was required to execute and deliver to the Corporation at its sole option (i) terminate this Contract and receive a full refund the closing of the Deposit transactions contemplated by this Agreement. b. The obligation of Sellers to consummate the transactions to be performed by Sellers in connection with the Closing is subject to satisfaction of the following conditions: i. The representations and any interest earned thereon; or (warranties of the Company set forth in Section 3 of this Agreement shall be true and correct in all material respects at and as of the Closing. ii) continue this Contract, pay the full purchase price without reduction, accept an assignment . The Company shall have performed all of Seller’s rights in any condemnation award (whether received its covenants to be performed prior to or after Closing) and proceed to Closing; provided thatat the Closing under this Agreement in all material respects. iii. No final, (A) Seller shall not consent to nonappealable injunction or other order by any Taking or agree to any condemnation award without United States court having proper jurisdiction that prevents the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion consummation of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued transactions contemplated by any public authority having jurisdiction, and any action in any court against or affecting the Property, this Agreement shall have been complied with issued and remain in effect. iv. The Corporation shall have executed and delivered all documents it was required to execute and deliver to Seller at the closing of the transactions contemplated by Seller the Stock Purchase Agreement. v. Bill Fifield and ▇▇▇▇ ▇▇▇▇▇▇k wil▇ ▇▇▇▇▇▇▇ ▇▇n Williams to ▇▇▇▇ ▇▇▇ ▇▇▇rent vacancy on Whole Living's Board of Directors. The term of this appointment will be until the Property shall be free next annual meeting or earlier termination or resignation. vi. Bill Fifield wil▇ ▇▇▇▇▇▇ ▇▇ Secretary/Treasurer and clear thereofa Director of Whole Living and hereby designate Robert Reitz as ▇▇▇▇▇▇▇▇▇/▇▇easurer and a Director of Whole Living until the next annual meeting of shareholders or until his earlier termination or resignation. vii. In Doug Burdick wil▇ ▇▇▇▇▇▇ ▇▇ a Director of Whole Living and hereby designate Brenda Huang as ▇ ▇▇▇▇▇▇▇▇ ▇f Whole Living until the event that any notices next annual meeting of violations are issued with respect shareholders or until his earlier termination or resignation. viii. Doug Burdick wil▇ ▇▇▇▇ ▇▇ ▇▇ailable as an advisor to the Property prior to Closing, all corrective work required thereby shall be performed Board of Directors while he is employed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approvalWhole Living and/or its subsidiaries. (4) The Property shall possess all clearancesix. Upon the completion of these transactions, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion a special meeting of the PropertyBoard of Directors will be called. At that time, the estimated cost Board will appoint Ron Williams as ▇▇▇ ▇▇▇▇▇▇▇▇t and CEO of repair Whole Living and authorize a 15 for 1 reverse split on all of which is One Hundred Thousand Dollars ($100,000.00) orthe outstanding shares of Whole Living.

Conditions Precedent to Closing. a. The obligation closing hereunder of Purchaser this Agreement is subject to close hereunder the conditions precedent that (i) each of the conditions precedent to the execution, delivery and effectiveness of each other Transaction Document (other than a condition precedent in any such other Transaction Document relating to the effectiveness of this Agreement) shall be expressly conditioned upon, have been fulfilled and subject to(ii) on or prior to the Closing Date, the satisfaction Seller shall have delivered to the Buyer each of the items specified below in form and substance satisfactory to the Buyer: (a) Counterparts of this Agreement executed on behalf of the Seller. (b) Officer’s certificate as to solvency duly executed by an Authorized Officer of the Seller. (c) Certificate from an Authorized Officer of the Seller, dated as of the date of this Agreement, certifying as to and attaching (i) its constituent documents, (ii) its resolutions or written waiver by Purchaserother action of its general partner approving, among other things, this Agreement and the transactions contemplated hereby, (iii) the incumbency and specimen signature of each of its Authorized Officers authorized to execute this Agreement and the following conditions: other documents to be delivered by it hereunder (1on which certificate the Buyer may conclusively rely) Each and (iv) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the representations or warranties contained in Section 6(a) of this Contract shall failure to be true in all material respects as if made as of the Date of Closingso qualified would reasonably be expected to have a Material Adverse Effect. (2d) No part of All corporate and legal proceedings and all instruments in connection with the Property shall have been acquired, or transactions contemplated by this Agreement shall be about satisfactory in form and substance to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract Buyer and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to ClosingLead Lender. (3e) All written notices of violations of governmental orders or requirements noted or A good standing certificate for the Seller issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices Secretary of violations are issued with respect State of Delaware dated as of a date no more than ten (10) days prior to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approvalClosing Date. (4f) The Property shall possess all clearancesOpinions of Dechert LLP, permitscounsel to the Seller, occupancy certificatesin form and substance satisfactory to the Buyer and the Lead Lender. (g) Draft UCC-1 financing statements to be filed on the Closing Date naming the Seller, licenses and registrations necessary for its intended purposeas debtor, the Buyer, as assignor secured party, and the same shall be in full force and effectCollateral Agent, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion as assignee secured party, for the benefit of the PropertySecured Parties, describing the estimated cost Collateral and meeting the requirements of repair the laws of each jurisdiction in which it is One Hundred Thousand Dollars ($100,000.00) ornecessary or reasonably desirable, or in which the Seller is required by applicable law, and in such manner as is necessary or reasonably desirable, to perfect the back-up security interest granted under Section 2.01(j).

Conditions Precedent to Closing. a. The (a) Purchaser’s obligation of Purchaser to close the transactions hereunder shall be expressly conditioned upon, and subject to, to the satisfaction (or written waiver by Purchaser) of each of the following conditions precedent, provided that Purchaser, at its election, upon written notice delivered to Seller at or prior to the Closing, may waive all or any of such conditions: (1i) Each Seller shall have executed and delivered to Purchaser all of the documents required of Seller under this Agreement. (ii) The Title Company is ready, willing and able to issue to Purchaser an owner’s title policy for the Premises, subject only to the Permitted Encumbrances, and as required pursuant to the terms and conditions of this Agreement. (iii) Seller shall have performed all of its material covenants, agreements and obligations under this Agreement. (iv) All of Seller’s representations and warranties set forth in Section 13(b) of this Agreement shall be true and correct in all material respects; provided, however, that it shall not be deemed a failure of a condition to Closing under this Section (and shall also not be deemed a default by Seller) if any such representations or warranties contained in Section 6(a(which were true when made) have become untrue after the date hereof due to any reason that was not caused by an act or omission to act of Seller (which act or omission violates the express terms of this Contract shall be true in all material respects as if made as of the Date of ClosingAgreement). (2v) No part Existing Lender shall have approved the assumption of the Property shall have been acquired, or shall be about to be acquired (as evidenced Existing Indebtedness by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to ClosingPurchaser. (3b) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting Seller’s obligation to close the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work transactions hereunder shall be subject to Purchaser’s the satisfaction of the following conditions precedent, provided that Seller, at its election, upon written notice delivered to Purchaser at or prior approvalto the Closing, may waive all or any of such conditions: (i) Purchaser shall have executed and delivered to Seller all of the documents required of Purchaser under this Agreement. (4ii) The Property Purchaser shall possess have performed all clearancesof its material covenants, permits, occupancy certificates, licenses agreements and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challengeobligations tinder this Agreement. (5iii) There Purchaser shall have delivered to Seller the balance of the Purchase Price and the Escrow Agent shall have delivered to Seller the Deposit. (iv) Existing Lender shall have approved the assumption of the Existing Indebtedness by Purchaser and shall have released Seller and its guarantor from and after the Closing from all of Seller’s and its guarantor’s obligations under the Loan Documents. (c) Purchaser acknowledges that Seller does not guarantee the satisfaction of the conditions precedent listed in this Section 11 and that Seller’s failure to satisfy such conditions (for any reason other than Seller’s bad faith) shall not be deemed to be a default hereunder but rather, same shall merely be a failure of a condition to Closing, in which event Purchaser’s sole remedy shall be no unrepaired damage by fire or other casualty to any portion terminate this Agreement and receive a refund of the PropertyDeposit. Further, at Seller’s election, Seller shall be permitted to extend the estimated cost Closing Date for any period of repair time up to thirty (30) days in order to satisfy any of which is One Hundred Thousand Dollars the conditions set forth in Section 11 ($100,000.00) ora).

Conditions Precedent to Closing. a. A. Conditions to the Obligations of Each of the Parties. The obligation of Purchaser each of the parties hereto to close hereunder shall be expressly conditioned upon, and consummate the transactions provided for herein is subject to, to the satisfaction (fulfillment on or written waiver by Purchaser) prior to the Effective Time of each of the following conditions: (1) Each . The shareholders of Franklin shall have duly approved the representations or warranties Merger and the plan of merger contained within this Agreement in Section 6(a) of this Contract shall be true accordance with and as required by law and in all material respects as if made as of the Date of Closingaccordance with Franklin's Charter and Bylaws. (2) No part of the Property . All necessary governmental and regulatory orders, consents, clearances and approvals and requirements shall have been acquiredsecured and satisfied for the consummation of such transactions, or shall be about including without limitation, those of the Federal Reserve System, the Ohio Division of Financial Institutions, the OCC and the Federal Deposit Insurance Corporation to be acquired (as evidenced by written notice thereof)the extent required and, by authority of any governmental agency or other authority in the exercise case of its power Fifth Third's obligation, none of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Takingorders, Purchaser mayconsents, at its sole option (i) terminate this Contract clearances and receive a full refund of the Deposit approvals and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s a Burdensome Condition. 3. Any waiting period mandated by law in respect of the final requisite approval by any applicable Regulatory Agency of the transaction contemplated herein shall have expired. 4. No order or injunction of any federal or state agency or court shall be in effect preventing, prohibiting or enjoining the transactions contemplated by this Agreement. 5. Fifth Third shall have registered its shares of Fifth Third Common Stock to be issued to the Franklin shareholders hereunder with the SEC pursuant to the Securities Act, and with all applicable state securities authorities. The registration statement with respect thereto shall have been declared effective by the SEC and all applicable state securities authorities and no stop order shall have been issued and be continuing. The shares of Fifth Third Common Stock to be issued to the Franklin shareholders hereunder shall have been authorized for trading on the Nasdaq National Market upon official notice of issuance. B. Additional Conditions to the Obligations of Fifth Third and Fifth Third Financial. The obligation of Fifth Third and Fifth Third Financial to consummate the transactions provided for herein is subject to the fulfillment at or prior approvalto the Effective Time of each of the following additional conditions unless waived by Fifth Third in a writing delivered to Franklin which specifically refers to the condition or conditions being waived: 1. The representations and warranties of Franklin contained herein shall be true and correct both as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date. 2. Franklin shall have performed all of the obligations required of it under the terms of this Agreement in all material respects. 3. Fifth Third shall have received a certificate from Franklin, executed by its chief executive officer and chief financial officer, dated the Closing Date, certifying to each of such officers' best knowledge and belief that the conditions set forth in Section VI.B.1. and VI.B.2. have been satisfied. 4. No investigation or action by any state or federal agency shall have been threatened in writing or instituted seeking to enjoin or prohibit or unwind the transactions contemplated hereby and no governmental action or proceeding shall have been threatened or instituted before any court or governmental body or authority, seeking to enjoin or prohibit or unwind, the transactions contemplated hereby or seeking to impose material sanctions or penalties as a result thereof (other than investigations, actions and proceedings which have been withdrawn prior to the Closing without a Material Adverse Effect on Fifth Third or Franklin, and other than regularly scheduled regulatory examinations). 5. At or prior to the Effective Time, Fifth Third shall have entered into written employment, severance and/or non-competition agreements with each of (a) Gordon Inman, (b) Myers Jones, (c) Richard Herrington, (d) George J. R▇▇▇, ▇▇., ▇▇d (e) ▇▇▇▇ M▇▇▇▇▇ve on ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ to Fi▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ of the for▇▇▇▇▇▇ ▇▇▇▇▇▇duals. (4a) The Property In consideration of the consummation of the Merger, each of the Directors of Franklin and Bank Subsidiary (except those persons who enter into an agreement as required by VI.B.5 above) shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purposereceive a cash payment from Fifth Third in the amount of $5,000, and each Director of Franklin (except those persons who enter into an agreement as required by VI.B.5 above) shall have executed and delivered to Fifth Third an agreement by which such Directors shall agree for a period of three years after the same shall be Effective Time to refrain from directly or indirectly, whether for his or her own account or for the account of any other person, firm, corporation, or other business organization, (i) in full force and effectthe states of Kentucky or Tennessee, engage in good standing and not subject providing Banking Services (as defined below) as an employee, officer, director, or consultant on behalf of any other business organization who is a competitor of Fifth Third, (ii) provide Banking Services to any known Client (as defined below), (iii) make any statement or threatened challengetake any actions that may interfere with Fifth Third's or any Affiliate's business relationships with any Client, (iv) contact either directly or indirectly any Client or otherwise induce or attempt to induce any Client to enter into any business relationship with any person or firm other than Fifth Third or an Affiliate relating to Banking Services of any type, (v) endeavor or entice away from Franklin or Fifth Third any person who the Director has actual knowledge that such person is, or was at any time during the period the Director was employed by Franklin or Fifth Third or during the Restricted Period, employed by or associated with Fifth Third or Franklin as an executive, officer, employee, manager, salesperson, consultant, independent contractor, representative or other agent, or (vi) take any actions that may interfere with Fifth Third's property rights in lists of Clients or otherwise diminish the value of such lists to Fifth Third. Notwithstanding any provision contained in this Section 6, the restrictions contained herein shall not be applicable to any activity of the Director or any activity of his or her spouse which existed at the time of this Agreement and which was disclosed by the Director to Fifth Third, and may be waived by Fifth Third with respect to one or more Directors in writing at any time and from time to time in Fifth Third's sole discretion after receipt of a written request from any Director. (5b) There The term "Restricted Period" shall be no unrepaired damage by fire or other casualty to any portion of mean the Property, period beginning on the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) orEffective Time and ending three years thereafter.

Conditions Precedent to Closing. a. The 6.1 In addition to any other conditions to Purchaser’s obligation of Purchaser to close set forth in this Agreement, Purchaser’s obligation to close hereunder is subject to each and all of the following conditions precedent: A. All of Sellers’ representations and warranties contained in this Agreement shall be expressly conditioned upontrue and correct in all material respects when made and also as of the Closing Date when remade. B. All documents, instruments and assurances required hereunder to be delivered to Purchaser shall have been duly delivered to Purchaser. C. All material covenants and agreements of Sellers under this Agreement shall have been duly performed and satisfied. D. At Closing, either Fidelity National Title Insurance Company or First American Title Insurance Company (each or together, as the context requires, in its capacity as title insurance company hereunder, the “Title Company”) will be committed to deliver to Purchaser one or more ALTA owner’s extended coverage title insurance policies (and, in the case of Properties in Texas, a standard form of Owner’s Policy of Title Insurance as prescribed by the Texas State Board of Insurance), insuring title to each Property subject only to the Permitted Exceptions, in an amount not less than the portion of the Purchase Price allocated to such Property set forth on Schedule I (each, a “Title Policy” and collectively, the “Title Policies”), provided that (i) in advance of Closing, Purchaser shall have taken all necessary and customary actions to arrange for or allow issuance of such Title Policies by Title Company, and subject to(ii) all necessary premiums or other charges required for the issuance of such Title Policies are paid pursuant to Section 12.1 (not including any such amounts to be paid by Sellers hereunder). In the event this Agreement is terminated due to the failure of a condition to Closing other than a default hereunder by Purchaser or Seller, Purchaser and Sellers shall each bear one-half (1/2) of the cost of any cancellation fees charged by Title Company and Escrowee in connection with the issuance of commitments for the Title Policies and escrow services, respectively, and in the event this Agreement is terminated pursuant to a default hereunder by Purchaser or Seller, the satisfaction defaulting party shall pay all of the cost of any cancellation fees charged by Title Company and Escrowee in connection with the issuance of commitments for the Title Policies and escrow services, respectively. The immediately preceding sentence shall survive the termination of this Agreement. (i) Albertsons Companies, LLC, a Delaware limited liability company, or written waiver by Purchaser(ii) upon a conversion of Albertsons Companies LLC into a corporation, that corporation, or (iii) upon a merger of Albertsons Companies LLC into a corporation, that surviving corporation (any of the foregoing, “Guarantor”), as guarantor under each lease, shall satisfy one of the following conditions: (a) a corporate family credit rating of not less than “B2” from ▇▇▇▇▇’▇ Investors Service, Inc. or (b) a credit rating of not less than “B” from Standard and Poor’s Ratings Group. Without limiting anything contained in Section 5.2, in the event any of the foregoing conditions in this Section 6.1 are not satisfied (other than by reason of a default hereunder by Purchaser) and the Closing does not occur, (a) Purchaser may terminate this Agreement, (b) Sellers shall cause Escrowee to refund immediately the ▇▇▇▇▇▇▇ Money Deposit to Purchaser, and (c) Purchaser shall be entitled to reimbursement from Sellers for all Purchaser’s Costs and Expenses within two (2) business days after written request therefor by Purchaser, together with invoices and other documentation evidencing same as may be reasonably requested by Sellers This paragraph shall survive termination of this Agreement. 6.2 In addition to any other conditions to Sellers’ obligation to close set forth in this Agreement, Sellers’ obligation to close hereunder is subject to each and all of the following conditions precedent: (1) Each A. All of the Purchaser’s representations or and warranties contained in Section 6(a) of this Contract Agreement shall be true and correct in all material respects as if when made and also as of the Closing Date of Closingwhen remade. (2) No part of the Property B. All documents, instruments and assurances required hereunder to be delivered to Sellers shall have been acquired, or shall be about duly delivered to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract Sellers. C. All material covenants and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent agreements of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, under this Agreement shall have been complied with by Seller duly performed and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or paid by Seller. The nature, extent, methods and materials for any corrective work and the parties performing such work shall be subject to Purchaser’s prior approvalsatisfied. (4) The Property shall possess all clearances, permits, occupancy certificates, licenses and registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. a. The obligation of Purchaser (a) Purchaser's obligations to close hereunder title under this Agreement on the Closing Date shall be expressly conditioned upon, and subject to, to the satisfaction (or written waiver by Purchaser) of each existence of the following conditionsconditions precedent on or prior to the Closing Date: (1i) Each all of the Seller's representations or and warranties contained made in Section 6(a) of this Contract Agreement shall be true and correct in all material respects as if made as of the Closing Date of Closing. (2) No part as if they were made on that date; provided, however, that Purchaser shall be obligated to consummate the Closing without any adjustment in the Purchase Price if Loss Events shall have occurred and the aggregate amount of the Property Material Losses resulting therefrom is equal to or less than the Material Loss Threshold. If any Loss Events shall have been acquiredoccurred and the aggregate amount of the Material Losses resulting therefrom exceeds the Material Loss Threshold, Purchaser shall have the option to (a) terminate this Agreement and demand the return of the Deposit (unless Seller shall agree to grant Purchaser a credit against the Purchase Price in an amount equal to the difference between the Material Loss Threshold and the aggregate amount of all Material Losses, in which case Purchaser may not terminate this Agreement; provided that Purchaser shall have no obligation to close if such credit is in an amount in excess of $1,000,000), or (b) recover such Material Loss from Seller at Closing by means of an adjustment or credit to the Purchase Price; provided, however, that Purchaser's credit on account of Material Losses determined prior to Closing shall be about not exceed $1,000,000 pursuant to be acquired this clause (as evidenced by written notice thereof)b) unless Seller expressly agrees to a credit exceeding $1,000,000. Notwithstanding the foregoing, by authority if Purchaser claims a credit against the Purchase Price of any governmental agency or other authority in the exercise more than $1,000,000, on account of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Material Losses Seller shall have received written notice of any such contemplated Taking, Purchaser may, at its sole option (i) the right to terminate this Contract and receive a full refund of Agreement, the Deposit shall be returned to Purchaser and thereafter neither party shall have any interest earned thereon; or (ii) continue obligation to the other except with respect to those provisions expressly stated to survive the termination of this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) Agreement and proceed to Closing; provided that, (A) except that Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent reimburse Purchaser for a portion of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser its expenses actually incurred in connection with an opportunity to participate with Seller in any negotiations relating this transaction up to a Taking affecting any portion maximum amount of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have been complied with by Seller and the Property shall be free and clear thereof$25,000. In the event that any notices there is a dispute at Closing as to whether a Material Loss has occurred, the Closing shall occur without adjustment regarding same, provided, however, that a portion of violations are issued the Purchase Price equal to the disputed amount (but in no event more than $1,000,000) shall be held in escrow by the Escrow Agent pending resolution of the dispute and in the event that a Material Loss shall be determined post-closing to have occurred, the amount held in escrow shall be disbursed to Purchaser in accordance with Section 10.26 of this Agreement to the extent of the Material Loss as finally determined and the balance, if any, shall be returned to Seller. Notwithstanding the foregoing, if the amount of the credit claimed by Purchaser on account of Material Losses exceeds $1,000,000 and there is a dispute at Closing as to the amount of such Material Losses, Purchaser may elect either (x) to terminate this Agreement and receive a return of the Deposit or (ii) require Seller to escrow $1,000,000 as provided above pending resolution of the dispute in which case Purchaser shall not be entitled to a recovery or credit in excess of $1,000,000 with respect to such disputed Material Losses claim for which an escrow is created at Closing under the Property immediately preceding sentence. (ii) the Seller shall have performed all material obligations and agreements undertaken by it herein to be performed (including, without limitation Section 11 of this Agreement) and shall have delivered all documentation required to be delivered by Seller hereunder at or prior to Closing, all corrective work required thereby the Closing Date; (iii) the Title Insurer shall be performed by ready, willing and able to insure title subject only to the Permitted Encumbrances. (iv) the aggregate amount of claims under Material Property Litigations shall be less than the Material Litigation Threshold. If, on the Closing Date, there are Material Property Litigations which involve claims that exceed the Material Litigation Threshold, Purchaser shall have the right to terminate this Agreement and receive the return of the Deposit. (v) The aggregate amount of any Material Adverse Changes shall be less than the MAC Threshold. If, on the Closing Date, Material Adverse Changes shall have occurred which exceed the MAC Threshold, Purchaser shall have the right to terminate this Agreement and receive the return of the Deposit. Except as expressly set forth herein to the contrary, in the event that any of the conditions to Purchaser's obligations to close title under this Agreement are not satisfied on the Closing Date, Purchaser may (but shall have no obligation to), in its sole discretion, adjourn the Closing for a period not to exceed two (2) months, during which period Seller will use commercially reasonable efforts to satisfy such conditions precedent, or paid by terminate this Agreement in which case Purchaser may recover the Deposit and this Agreement shall be of no further force and effect except with respect to those provisions expressly stated to survive the termination of this Agreement. (b) The Seller. The nature, extent, methods and materials for any corrective work and 's obligations to close title under this Agreement on the parties performing such work Closing Date shall be subject to Purchaser’s prior approval.the satisfaction of the following conditions precedent on the Closing Date: (4i) The Property shall possess all clearances, permits, occupancy certificates, licenses of Purchaser's representations and registrations necessary for its intended purpose, and the same warranties made in this Agreement shall be true and correct in full force and effect, in good standing and not subject to any known or threatened challenge.all material respects as of the Closing Date as if they were made on that date; and (5ii) There Purchaser shall have performed all material obligations and agreements undertaken by it herein to be no unrepaired damage by fire performed at or other casualty prior to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000.00) orClosing Date.