Common use of Conditions Precedent to Closing Clause in Contracts

Conditions Precedent to Closing. The obligations of Buyer pursuant to this Agreement shall, at the option of Buyer, be subject to the following conditions precedent: 9.1. All of the representations, warranties and agreements of Seller set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, 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. If, due to a circumstance beyond the 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 entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5. 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 satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be 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 all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 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 Deposit shall be returned to Buyer and neither party shall have any further liability hereunder.

Conditions Precedent to Closing. A. Conditions to the Obligations of Each of the Parties. The obligations obligation of Buyer pursuant each of the parties hereto to consummate the transactions provided for herein is subject to the fulfillment on or prior to the Effective Time of each of the following conditions: 1. The shareholders of Franklin shall have duly approved the Merger and the plan of merger contained within this Agreement shallin accordance with and as required by law and in accordance with Franklin's Charter and Bylaws. 2. All necessary governmental and regulatory orders, at consents, clearances and approvals and requirements shall have been secured and satisfied for the option consummation of Buyersuch transactions, including without limitation, those of the Federal Reserve System, the Ohio Division of Financial Institutions, the OCC and the Federal Deposit Insurance Corporation to the extent required and, in the case of Fifth Third's obligation, none of such orders, consents, clearances and approvals and requirements shall be subject to 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 to the Effective Time of each of the following additional conditions precedentunless waived by Fifth Third in a writing delivered to Franklin which specifically refers to the condition or conditions being waived: 9.11. All The representations and warranties of the representations, warranties and agreements of Seller set forth in this Agreement Franklin contained herein shall be true and correct in all material respects both as of the date hereof of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date, and Seller . 2. Franklin 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 performed all of the obligations required by of it under the terms of this AgreementAgreement in all material respects. 3. IfFifth Third shall have received a certificate from Franklin, due to a circumstance beyond executed by its chief executive officer and chief financial officer, dated the Seller's reasonable controlClosing Date, this condition cannot be met by the Seller, this Agreement and the Escrow shall thereupon be terminated, Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved of any further obligation certifying to each other with respect to of such officers' best knowledge and belief that the Property, except as provided conditions set forth in Paragraph 5Section VI.B.1. and VI.B.2. have been satisfied. 9.24. There No investigation or action by any state or federal agency shall be have been threatened in writing or instituted seeking to enjoin or prohibit or unwind the transactions contemplated hereby and no change in the matters reflected in the Title Reportgovernmental action or proceeding shall have been threatened or instituted before any court or governmental body or authority, and there shall not exist any encumbrance seeking to enjoin or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions prohibit or matters to be satisfied at closing. 9.3. Effective as of closingunwind, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred transactions contemplated hereby or seeking to impose material sanctions or penalties as a result thereof shall be (other than investigations, actions and proceedings which have been withdrawn prior to the sole obligation of SellerClosing without a Material Adverse Effect on Fifth Third or Franklin, and other than regularly scheduled regulatory examinations). 9.45. Seller At or prior to the Effective Time, Fifth Third shall have completed the construction entered into written employment, severance and/or non-competition agreements with each of (a) Xxxxxx Xxxxx, (b) Xxxxx Xxxxx, (c) Xxxxxxx Xxxxxxxxxx, (d) Xxxxxx X. Xxxx, Xx., and (e) Xxxx Xxxxxxxx on terms satisfactory to Fifth Third and each of the Parking Garageforegoing individuals. (a) 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 receive a cash payment from Fifth Third in accordance with the plans amount of $5,000, and specifications previously 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 Buyer Fifth Third an agreement by which the Directors shall agree for a period of three years after the 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 the states of Kentucky or Tennessee, engage in 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 Client (as defined below), (iii) make any statement or take 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 in compliance with all applicable building permits, legal requirementswhich was disclosed by the Director to Fifth Third, and requirements of the Lease. Seller shall have paid all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 paid waived by Fifth Third with respect to Buyer and, thereafter, neither Seller nor Buyer shall have one or more Directors in writing at any continuing obligations hereunder. 9.6. If Buyer notifies Seller time and from time to time in Fifth Third's sole discretion after receipt 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 Deposit shall be returned to Buyer and neither party shall have request from any further liability hereunderDirector.

Conditions Precedent to Closing. 7.1 The obligations of Buyer pursuant Seller to consummate the transactions contemplated by this Agreement shall, at the option of Buyer, be are subject to each of the following conditions precedentconditions: 9.1. All of the representations, a. The representations and warranties and agreements of Seller set forth made by Buyer in this Agreement shall be true and correct in all material respects when made and on and as of the Closing as though such representations and warranties were made on and as of the Closing. Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of 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 effect, signed by an authorized officer of Buyer. c. Buyer 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 or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the 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 hereof 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 authorized officer of Seller. b. 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. 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 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, 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. If, due to a circumstance beyond the Seller's reasonable control, this condition cannot be met by the Seller, this Agreement and the Escrow shall thereupon be terminated, Buyer there shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved any claim or judgment of any further obligation to each other with respect to nature or type threatened, pending or made by or before any governmental authority that questions or challenges the Property, except as provided in Paragraph 5. 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 satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4. Seller shall have completed the construction lawfulness 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 all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such lien waivers and other evidence of the payment as they may reasonably require. 9.5. If any such condition is not fully satisfied transactions contemplated by closing, Buyer shall so notify Seller and may terminate this Agreement by written notice under any law or regulation or seeks to Seller whereupon this Agreement may be canceleddelay, 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 hereunderrestrain or prevent such transactions. 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 Deposit shall be returned to Buyer and neither party shall have any further liability hereunder.

Conditions Precedent to Closing. a. The obligations obligation of Buyer pursuant Purchaser to this Agreement shallclose hereunder shall be expressly conditioned upon, at and subject to, the option satisfaction (or written waiver by Purchaser) of Buyer, be subject to each of the following conditions precedentconditions: 9.1. All (1) Each of the representations, representations or warranties and agreements contained in Section 6(a) of Seller set forth in this Agreement Contract shall be true and correct in all material respects as of the date hereof and if made as of the Closing DateDate 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 have on consent to any Taking or agree to any condemnation award without the 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 written consent of this Agreement. If, due to a circumstance beyond the Seller's reasonable control, this condition cannot be met by the Seller, this Agreement and the Escrow shall thereupon be terminated, Buyer Purchaser (which consent shall not be entitled unreasonably withheld or delayed); (B) prior to purchase 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 shall not be obligated to sell and the Property to Buyer and the parties shall be relieved free and clear thereof. In the event that any notices of any further obligation to each other violations are issued with respect to the PropertyProperty prior to Closing, except as provided in Paragraph 5all 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. 9.2. (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 change in unrepaired damage by fire or other casualty to any portion of 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 closingProperty, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation estimated cost of Seller. 9.4. Seller shall have completed the construction repair 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 all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such lien waivers and other evidence of the payment as they may reasonably require. 9.5. If any such condition which 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 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 One Hundred Thousand Dollars (5$100,000.00) 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 Deposit shall be returned to Buyer and neither party shall have any further liability hereunder.or

Conditions Precedent to Closing. 12.1 The obligations of Buyer pursuant Seller to this Agreement shall, at deliver title to the option of Buyer, Property and to perform the other covenants and obligations to be performed by Seller on the Closing Date shall be subject to the following conditions precedent:(all or any of which may be waived, in whole or in part, by Seller): 9.1. All of the representations, (a) The representations and warranties and agreements of Seller set forth in this Agreement made by Purchaser herein shall be true and correct in all material respects with the same force and effect as of the date hereof though such representations and warranties had been made on and as of the Closing Date. (b) 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 not 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 prior before the Closing Date. (c) The Title Company is unconditionally prepared to closing, failed issue to meet, comply with or perform Purchaser a Title Policy meeting the requirements set forth in any material respect any conditions or agreements on Seller's part as required by the terms of this Agreement. If, due to a circumstance beyond the 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 entitled to purchase the Property, Section 4 hereof for an "insurable title". (d) Seller shall not be obligated have delivered to sell Purchaser all of the Property to Buyer and the parties shall be relieved of any further obligation to each other with respect to the Property, except as documents provided in Paragraph 5herein for said delivery. 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 satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the (e) The Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be 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 material compliance with all applicable building permits, legal requirements, and requirements of the Lease. Seller shall have paid all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such lien waivers and other evidence of the payment as they may reasonably requireEnvironmental Laws. 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 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 Deposit shall be returned to Buyer and neither party shall have any further liability hereunder.

Conditions Precedent to Closing. The All obligations of Buyer pursuant to Onsite and WBS under this Agreement shall, at the option of Buyer, be are subject to the 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 fulfillment, prior to the Closing Date, of each of the following conditions precedentconditions: 9.1. All of the (a) WBS's, Westar Energy's, and Onsite's representations, warranties and agreements of Seller set forth covenants contained in this Agreement shall be true and correct in all material respects as at the time of the date hereof Closing Date as though such representations, warranties and covenants were made at such time. (b) WBS 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. (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 Closing Date, WBS's director(s) shall have resigned from the board and Seller shall not have on or prior to closingappointed new director(s), failed to meet, comply with or perform in any material respect any conditions or agreements on Selleras nominated by letter from Onsite's part as required by the terms of this Agreement. If, due to a circumstance beyond the 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 entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5Chief Executive Officer. 9.2. There shall be no change in the matters reflected in the Title Report(f) The Stock Subscription Agreement, and there related agreements, between Onsite and Westar Capital 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 closinghave closed. 9.3. (g) Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be 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 all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 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 Deposit shall be returned to Buyer and neither party WBS's officer(s) shall have any further liability hereunderresigned from such positions. (h) The Transition Agreement, attached hereto as Exhibit E, between Onsite and Western Resources, Inc. shall have been executed and delivered. (i) The Separation Plan attached hereto as Exhibit F (the "Separation Plan") shall have been adopted by Onsite.

Conditions Precedent to Closing. The obligations obligation of Buyer pursuant to under this Agreement shall, at to purchase the option of Buyer, be Property from Seller is subject to the satisfaction, as of Closing, of each of the following conditions precedentconditions: 9.1. All of the representations, a. The representations and warranties and agreements of made by Seller set forth in connection with this Agreement shall be true true, correct and correct in all material respects as of the date hereof and complete as of the Closing DateDate (as defined in Section 9 herein) with the same force and effect as such representations and warranties had been made on and as of such date, and Seller shall not have performed all the covenants and obligations required by this Agreement to be performed by Seller on or prior before the Closing Date; b. no materially adverse changes shall have occurred with respect to closingthe Property after the Effective Date; c. after due notice and opportunity to object is provided to all necessary creditors and parties in interest, failed the Bankruptcy Court must enter the Sale Order (in form and substance acceptable 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. If, due to a circumstance beyond the 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 entitled to purchase the Property, Buyer) authorizing Seller shall not be obligated to sell the Property to Buyer free and clear of any and all liens, encumbrances and claims in accordance with section 363(f) of the Bankruptcy Code. Seller shall maintain the Property between the Effective Date and the parties Closing Date in the same general manner as it was being maintained on the Effective Date. Without the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretion, Seller shall be relieved of any further obligation to each other with respect not alter or otherwise encumber title to the Property, except as provided in Paragraph 5. 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 satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be 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 all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 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 Deposit shall be returned to Buyer and neither party shall have any further liability hereunder.

Conditions Precedent to Closing. The obligations of Buyer pursuant 9.1 Purchaser's obligation to close under this Agreement shallPurchase Contract, at the option of Buyer, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 9.1. 9.1.1 All of the representations, 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 and warranties and agreements of Seller contained herein shall be true in all material respects as of the Closing Date; 9.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the 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 of the rights of Seller elsewhere provided for in this Purchase Contract, Seller's obligation to close with respect to conveyance of a particular Property 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 representations and warranties set forth in this Agreement Purchase Contract shall have been true and correct in all material respects when made, and shall be true and correct in all material respects as of on the date hereof Closing Date and as of the Closing DateEffective Date as though such representations and warranties were made at and as of such date and time. 9.2.2 Purchaser shall have fully performed and complied with all covenants, conditions, and Seller shall not have on other obligations in this Purchase Contract to be performed or complied with by it at or prior to closingClosing including, failed to meetwithout limitation, comply with or perform payment in any material respect any conditions or agreements on Seller's part as required by full of the terms of this Agreement. If, due to a circumstance beyond the Seller's reasonable control, this condition cannot be met by the Seller, this Agreement and the Escrow shall thereupon be terminated, Buyer Purchase Price. 9.2.3 There shall not be entitled pending or, to purchase the Propertyknowledge of either Purchaser or Seller, Seller shall not be obligated to sell any litigation or threatened litigation which, if determined adversely, would restrain the Property to Buyer and the parties shall be relieved consummation of any further obligation to each other with respect to the Property, except as provided in Paragraph 5. 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 satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4. Seller shall have completed the construction of the Parking Garagetransactions contemplated by this Purchase Contract or declare illegal, in accordance with the plans and specifications previously delivered to Buyer and in compliance with all applicable building permits, legal requirements, and requirements invalid or nonbinding any of the Lease. Seller shall have paid all covenants or obligations of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such lien waivers and other evidence of the payment as they may reasonably requirePurchaser. 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 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 Deposit shall be returned to Buyer and neither party shall have any further liability hereunder.

Conditions Precedent to Closing. The obligations (a) In addition to any conditions provided in other provisions of Buyer this Agreement, Developer’s obligation to lease the applicable Ground Lease Property from Owner pursuant to this Agreement shall, at the option of Buyer, a Ground Lease shall be subject to conditioned on the following conditions precedent: 9.1. All of the representations, warranties and agreements of Seller set forth in this Agreement shall be true and correct in all material respects as of the date hereof applicable Closing Date: (i) Owner shall have materially performed each and as every covenant, undertaking and agreement to be performed by it hereunder with respect to such Ground Lease Property and no Owner Default shall then exist. (ii) None of the following shall be in effect by or against or with respect to Owner: (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 similar law; (b) the appointment of a trustee or receiver of any property interest; or (c) an assignment for the benefit of creditors. (iii) 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 obtained and shall be in full force and effect as and when required. If such authorizations and approvals are required on a Closing Date, and Seller Date but shall not have been obtained on or prior to closingthe last day for such Closing, failed the Closing Date may be deferred, at the election of Developer, for an additional period of time, not to meetexceed 30 days, comply with as shall be necessary to obtain any authorizations or perform in any material respect approvals not then obtained. (b) In addition to any conditions or agreements on Seller's part as required by the terms provided in other provisions of this Agreement. If, due Owner’s obligation to lease the applicable Ground Lease Property to Developer pursuant to a circumstance beyond Ground Lease shall be conditioned on the Seller's reasonable controlfollowing as of the applicable Closing Date: (i) Developer shall have materially performed each and every covenant, this condition cannot undertaking and agreement to be met performed by it hereunder with respect to such Ground Lease Property and no Developer Default shall then exist. (ii) None of the following shall be in effect by 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 similar law; (b) the appointment of a trustee or receiver of any 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 Sellerapplicable 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 and on the Escrow shall thereupon basis of the failure of such waived condition). In the event that for any reason any item required to be terminated, Buyer 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, and Owner shall be entitled to purchase the Property, Seller shall not be obligated to sell the deal with such Ground Lease Property to Buyer free and the parties shall be relieved clear of any further obligation to each other with respect to the Property, except as provided in Paragraph 5. 9.2. There shall be no change in the matters reflected in the Title Reportrights of Developer, 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 terminated by Seller and any and all termination fees incurred as a result thereof shall be 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 all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 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 otherwise remain in full force and the Deposit shall be returned to Buyer and neither party shall have any further liability hereundereffect.

Conditions Precedent to Closing. Conditions Precedent to the Purchaser's Obligations to Perform. The obligations of Buyer pursuant to Purchaser's obligation under this Agreement shall, at to purchase the option of Buyer, be Properties is subject to the following conditions precedent: 9.1. All fulfillment of each of the representations, following conditions: (i) the representations and warranties and agreements of each Seller set forth in this Agreement contained herein shall be true materially true, accurate and correct in all material respects as of the date hereof 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. 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 following conditions: (i) the representations and warranties of the Purchaser contained herein shall be materially true, accurate and correct as of the Closing Date; (ii) 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 Seller shall not have on complied with all conditions required by this Agreement to be performed or complied with by the Purchaser at or prior to closingthe Closing; and (iii) the additional matters set forth in Schedule 11 annexed hereto and made a part hereof shall have occurred or been delivered to the Sellers, failed as applicable, at or prior to meetthe Closing. Remedies Upon Failure to Satisfy Conditions. In the event that any condition contained in Sections 13.1 or 13.2 is not satisfied, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this Agreement. If, due to a circumstance beyond the 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 party entitled to purchase the Property, Seller shall not be obligated satisfaction of such condition as a condition to sell the Property to Buyer and the parties shall be relieved of any further its obligation to each other with respect close title shall have as its sole remedy hereunder the right to the Property, except elect to (i) waive such unsatisfied condition whereupon title shall close as provided in Paragraph 5. 9.2this Agreement or (ii) proceed as provided in Section 14 hereof. There shall be no change in Remedies. Sellers' Inability to Perform. If the matters reflected in Closing fails to occur by reason of 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 Sellers' inability to be satisfied at closing. 9.3. Effective as of closingperform its obligations under this Agreement (i.e., the management agreement affecting terms and conditions of any of Section 4.2, 5.3, 6.2, or 12.3 direct the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4. Seller shall have completed the construction application of the Parking Garageprovisions 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, in accordance with then the plans and specifications previously delivered to Buyer and in compliance with all applicable building permitsPurchaser, legal requirements, and requirements as its sole remedy for such inability of the Lease. Seller shall have paid all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such lien waivers and other evidence of the payment as they may reasonably require. 9.5. If any such condition is not fully satisfied by closingSellers, 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. 9.6Sellers. If Buyer notifies Seller of a failure the Purchaser elects to satisfy the conditions precedent set forth in terminate this paragraphAgreement, 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, then this Agreement shall be canceled and the Deposit shall be returned to Buyer terminated and neither party shall have any further liability 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 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 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 them at law, 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 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 refusal 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 Escrow Agent shall hold the Downpayment and all interest accrued thereon, if any (collectively, the "Deposit") in escrow and 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 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 the party responsible for the payment of any tax due thereon. The provisions of the Escrow Agreement shall survive the termination of this Agreement and the Closing.

Conditions Precedent to Closing. 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 of each of the following conditions at or prior to the Time of Closing: A. Each of the Members and GHM (collectively, the “GHM Group”) shall have complied with all of their respective covenants and agreements contained in this Agreement; and B. The obligations GHM Group shall transfer, or will cause to be transferred, to Purchaser one hundred percent (100%) of Buyer the issued and outstanding GHM membership interests; and C. The representations and warranties of each of the GHM Group contained in this Agreement or contained in any certificates or documents delivered by any of them pursuant to this Agreement shallshall 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, at as long as such conditions are waived in writing. GHM’s obligation to carry out the option terms of Buyer, be 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 precedentat or prior to the Time of Closing: 9.1. All A. Purchaser shall have complied with all of the representations, warranties its covenants and agreements contained in this Agreement; and B. The representations and warranties of Seller set forth 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 of the date hereof if such representations and warranties had been made by Purchaser as of the Closing Date, 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. If, due to a circumstance beyond the 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 entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties ; and C. Purchaser shall be relieved of any further obligation to each other current, through September 30, 2016, with respect to its filing obligations with the Property, except SEC and/or OTC Markets such that it is labeled as provided in Paragraph 5.“Current” on OTC Markets; 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 satisfied at closing. 9.3. Effective as of closingD. At Closing, the management agreement affecting the Property current Board of Directors of Purchaser shall be terminated by Seller and any and all termination fees incurred appoint such director nominees as a result thereof shall be 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 all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 canceleddesignated by GHM to fill vacancies on the Board of Directors of Purchaser, upon return of the Due Diligence Items the Deposit shall be paid to Buyer and, thereafter, neither Seller nor Buyer the current directors of Purchaser shall have any continuing obligations hereunder. 9.6resign. If Buyer notifies Seller In addition, at closing all officers of a failure Purchaser shall tender their resignations to satisfy 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 precedent set forth above are for the exclusive benefit of GHM and may be waived by GHM in this paragraphwhole or in part at or before the Time of Closing, 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 as long as 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 Deposit shall be returned to Buyer and neither party shall have any further liability hereunderconditions are waived in writing.

Conditions Precedent to Closing. 3.4.1 The obligations obligation of Buyer pursuant to this Agreement shall, at close on the option of Buyer, be Closing Date is subject to the fulfillment at or prior to such date of each of the following conditions precedent:(any one or more of which may be waived in whole or in part by the Parties in writing): 9.1. All of the representations, (a) The representations and warranties and agreements of Seller set forth in this Agreement contained herein shall be true and correct in all material respects on the Closing Date with the same force and effect as of the date hereof though such representations and warranties had been made on and as of the Closing Date, and . (b) Seller shall not 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. (d) The actions contemplated and documents required to carry out this Agreement or incident thereto shall have been 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 closing, failed to meet, comply with such date of each of the following conditions (any one or perform more of which may be waived in any material respect any conditions whole or agreements on Seller's in part as required by the terms Parties in writing): (a) The representations and warranties of this Agreement. If, due to a circumstance beyond the 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 entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties contained herein shall be relieved true and correct in all material respects on the Closing with the same force and effect as though such representations and warranties had been made on and as of any further obligation to each other with respect to the Property, except as provided in Paragraph 5Closing. 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 satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be 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 all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 paid to Buyer and, thereafter, neither Seller nor (b) Buyer shall have any continuing obligations hereunder. 9.6. If Buyer notifies Seller performed and complied with all material terms, covenants and conditions of a failure this Agreement required 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 be performed or complied with 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 it on or fails to cure such condition by before the Closing Date, . (c) The actions contemplated and documents required to carry out this Agreement shall be canceled and the Deposit shall be returned to Buyer and neither party or incident thereto shall have any further liability hereunderbeen duly approved by Bxxxx.

Conditions Precedent to Closing. The obligations a. In addition to any conditions provided in other provisions of Buyer pursuant this Agreement, Purchaser’s obligation to this Agreement shall, purchase the Property is and shall be conditioned on the following: i. That at the option of Buyer, be subject no time prior to the following conditions precedent: 9.1. All Closing shall any of the representationsfollowing have been done by or against or with respect to Seller: (i) the commencement of a case under Title 11 of the U.S. Code, warranties as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or other similar law; (ii) the appointment of a trustee or receiver of any property interest; or (iii) an assignment for the benefit of creditors. 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 agreements delivered to Seller by any governmental authority relating to the Property, which is not remedied by Seller. iii. If the transaction contemplated hereby shall require authorization or approval of Seller set forth in this Agreement any governmental agency having jurisdiction, all such authorizations and approvals shall have been obtained and shall be true in full force and correct in all material respects as of the date hereof effect on and as of the Closing Date, . If such authorizations and Seller approvals shall not have been obtained on or prior to closingthe last day for Closing hereinabove provided, failed the Closing Date may be deferred, at the election of either party, for an additional period of time, not to meetexceed 30 days, comply with as shall be necessary to obtain any authorizations or perform approvals not then obtained. iv. Seller shall deliver to Purchaser on the Closing Date an executed Certification as to Representations, Warranties, Covenants and Conditions in any material respect any conditions or agreements on Seller's part as the form of Exhibit U attached hereof. v. All services required to be performed by Phoenix Renovation Corp. (“Phoenix”) under that certain Multi-Unit Repipe Contract (“Contract”) dated February 2, 2005 shall have been completed by the terms 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 Agreement. Iftransaction, due or (ii) notify Seller within two (2) business days after Purchaser is aware of such failure that Purchaser has elected to a circumstance beyond the Seller's reasonable control, this condition cannot be met by the Seller, terminate this Agreement and obtain a return of the Escrow shall thereupon be terminated, Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved Xxxxxxx Money. In event of any further obligation to each other with respect to the Propertytermination, except as provided in Paragraph 5. 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 satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be 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 all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 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 specifically set forth elsewhere in this paragraphAgreement, 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 Deposit shall be returned to Buyer and neither party shall have any further liability hereunder. c. If Purchaser elects not to close because of an alleged failure of a condition precedent, then Purchaser shall first deliver to Seller a written statement setting forth in detail such failure.

Conditions Precedent to Closing. The obligations obligation of Buyer pursuant to Purchaser under this Agreement shall, at to purchase the option of Buyer, be Partnership interests from Sellers and to assume the Trust Mortgage is subject to the satisfaction at the time of Closing of each of the following conditions precedent:("Conditions Precedent"): 9.1. (a) All of the representations, warranties and agreements of Seller covenants by Sellers set forth in this Agreement shall be true and correct as of Closing in all material respects respects, as though such representations and warranties were made at and as of Closing. (b) Sellers shall have performed, observed, and complied with all covenants, agreements, and conditions required by this Agreement to be performed, observed, and complied with on its part prior to or as of the date hereof Closing. (c) All instruments and as of the Closing Date, and Seller shall not have documents required on or prior Sellers' part 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. If, due to a circumstance beyond the Seller's reasonable control, this condition cannot be met by the Seller, effectuate this Agreement and the Escrow transactions contemplated herein, as set forth in this Agreement, shall thereupon be terminated, Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer have been delivered and the parties shall be relieved of any further obligation in form and substance reasonably satisfactory to each other with respect to the PropertyPurchaser, except as provided in Paragraph 5Purchaser's counsel and Title Company. 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 satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4. (d) Seller shall have completed obtained the construction approval and consent of the Parking GarageTrustee for the transactions contemplated by this Agreement. (e) 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, in accordance with satisfactory to Purchaser. (h) Purchaser's receipt of any governmental approvals necessary for Purchaser to use the plans and specifications previously delivered to Buyer and in compliance with all applicable building permits, legal requirements, and requirements Property for Purchaser's intended purpose. (i) Seller's completion of the Leasepaving of 25-35 parking spaces in the Parking Area currently being used by Val-Pak employees. Seller shall have paid all As of Closing, Val-Pak employees will no longer be permitted to 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 costs Property reasonably acceptable to Purchaser. (l) No adverse material change to the condition of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such lien waivers and other evidence of the payment as they may reasonably require. 9.5Property. If any such condition one or more of the foregoing Conditions Precedent is not fully satisfied by closingMarch 31, Buyer shall so notify Seller and 2001, Purchaser may terminate this Agreement by written upon 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. 9.6Sellers. If Buyer notifies Seller Purchaser gives a notice of a failure to satisfy the conditions precedent set forth in termination under 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 DateParagraph 12, this Agreement shall be canceled and terminate, Escrow Agent shall deliver the Deposit shall be returned to Buyer Purchaser, and neither party shall have any further liability hereunderrights or liabilities under this Agreement.

Conditions Precedent to Closing. The (A) Seller's obligations of Buyer pursuant to this Agreement shall, at the option of Buyer, under Section 1 hereof shall be subject to the fulfillment to Seller's reasonable satisfaction prior to or at the Closing of the following conditions precedentconditions: 9.1(i) 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. All 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 representationsCompany 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 incidental to the sale of the company Stock shall be 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 agreements of Seller set forth the Company herein and in this the Pledge Agreement and the Guaranty Agreement shall be true and correct in all material respects as of the date hereof at and as of the Closing Datetime of the Closing. (v) Each of Purchaser and the Company shall have, performed all of the 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 consummated 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 requested by the Company, to convert all of Company's Class B, Non-Voting Shares into Class A, Voting Common Shares, on a one basis. (b) Seller shall not have on or prior duly delivered to closing, failed Purchaser the Company Stock together with duly executed stock powers. (c) Seller shall have duly executed and delivered 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. If, due to a circumstance beyond the Seller's reasonable control, this condition cannot be met by the Seller, Purchaser this Agreement and the Escrow shall thereupon be terminated, Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5Pledge 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 satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be 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. (d) Seller shall have paid all of to the costs of Company the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 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 amount set forth in this paragraphSection 9 hereof. (e) Purchaser shall have received a certificate of an authorized officer of Seller, 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 dated the Closing Date, certifying that the conditions specified in this Agreement Section 10(B) have been fulfilled. (ii) All proceedings and documents in connection with or incidental to the sale of the Company Stock shall be canceled reasonably satisfactory to Purchaser and the Deposit Purchaser'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. (iii) The representations and warranties made by Seller herein shall be returned to Buyer correct in all material respects at and neither party as of the time of the Closing. (iv) Seller shall have any further liability hereunderperformed all of the agreements and complied with all conditions contained herein, in each case required to be performed or complied with by it prior to or at the Closing.

Conditions Precedent to Closing. The obligations Closing of Buyer pursuant to this Agreement shall, at the option purchase of Buyer, the Property hereunder shall be subject to and hereby is conditioned upon satisfaction of each of the following conditions precedent:(collectively, the "Conditions Precedent"): 5.1 Seller shall have performed, in all material respects, the obligations required to be performed by Seller prior to Closing under this Agreement. Prior to Closing, Seller shall use good faith, diligent efforts to perform its pre-Closing obligations under this Agreement. 5.2 Subject to the last paragraph of Section 9.1. All of , the representations, representations and warranties and agreements of Seller as set forth in this Agreement Article 9 hereof shall be true and correct be, in all material respects as of the date hereof respects, true and as of complete. 5.3 Purchaser shall have received on or before the Closing DateDate an estoppel certificate in substantially the form attached hereto as EXHIBIT D from the tenant under the Tenant Lease, and which certificate shall disclose no material facts which are contradictory to those facts previously disclosed to Purchaser with respect to the Tenant Lease. Seller shall not have on or prior use its reasonable and diligent efforts to closingobtain the estoppel certificate from the tenant under the Tenant Lease; provided, 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. If, due to a circumstance beyond the 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 entitled to purchase the Propertyhowever, Seller shall not be obligated required to sell expend monies or make concessions or institute litigation in order to obtain such estoppel certificate. In exercising its reasonable discretion concerning the Property to Buyer and acceptability of the parties shall be relieved of any further obligation to each estoppel certificate on a form other with respect than that prescribed by EXHIBIT D, subject to the Propertyprovisions of this paragraph, except 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 Paragraph 5. 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 satisfied at closing. 9.3. Effective as Section 6.7 of closingthis Agreement, the management agreement affecting warranties, rights and obligations of the Property shall be terminated by landlord under the Work Letter attached as Exhibit "B-1" to the Tenant Lease will remain the warranties, rights and obligations of Seller and any that Purchaser will not assume or be assigned such warranties, rights and all termination fees incurred as a result thereof shall be 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 all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such lien waivers and other evidence of the payment as they may reasonably require. 9.5obligations. 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 paid to Buyer and, thereafter, neither Seller nor Buyer shall Conditions Precedent 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 not been satisfied on or fails to cure such condition by before the Closing Date, this Agreement shall 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 refunded and returned to Buyer and neither party Purchaser. Purchaser shall have the right to unilaterally waive any further liability hereunderConditions Precedent by written notice to Seller, and Purchaser shall be deemed to have waived any unsatisfied Conditions Precedent if Purchaser acquires the Property.

Conditions Precedent to Closing. The obligations of Buyer pursuant to this Agreement shall, at the option of Buyer, be subject to Borrower must fulfill the following conditions precedentprecedent before or concurrently with the closing of the Loan: 9.1A. The Lender shall have received all duly executed documentation which governs, secures and/or evidences the Loan as may be required by, and upon terms and conditions fully satisfactory to, the Lender and its legal counsel (collectively, the "Financing Agreements"). All 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") covering all business assets of the representations, warranties Borrower. 4. UCC-1 Financing Statements for each jurisdiction that may be necessary or that the Lender deems desirable in order to perfect and agreements 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 Seller set forth any creditors. 6. Certified copies of all corporate action (in this Agreement shall be true form and correct in all material respects as of substance satisfactory to the date hereof and as of the Closing Date, 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 Lender) taken by the terms 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 Lender regarding the business assets which are collateral for the Loan. IfHazard policies regarding business assets must name the Lender as Loss Payee. Combined or blanket policies must name the Lender as Loss Payee. Copies of the mortgagee or loss payee endorsements shall have been provided 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, due to a circumstance beyond the Seller's reasonable control, this condition cannot federal flood insurance is required. Flood insurance premiums shall be met current as of closing and escrowed by the Seller, this Agreement and the Escrow shall thereupon be terminated, Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties Lender going forward. All such insurance shall be relieved of any further obligation to each other with respect written by a company or companies acceptable to the PropertyLender, except and licensed to do business in Virginia. Such policies of insurance shall be satisfactory to the Lender as provided to form, substance and amount. All such policies shall be in Paragraph 5an amount sufficient to prevent the Borrower from becoming a co-Insurer thereunder. 9.2. There C. The Lender shall be no change in have received an opinion of counsel to the matters reflected in Borrower that the Title ReportBorrower is duly organized, formed and/or incorporated, and there shall not exist any encumbrance or title defect affecting in good standing under 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 terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4. Seller shall have completed the construction laws of the Parking Garage, state of incorporation or organization; have due corporate or membership and legal authority and power to borrow or guaranty in accordance with the plans Financing Agreements; that all Financing Agreements have been validly authorized, executed and specifications previously delivered 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 other 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 threatened litigation, contingent liabilities, administrative, or other proceedings, the outcome of which could materially and adversely affect the collateral, or the ability of the Borrower to Buyer and perform its obligations under the Financing Agreements. D. Lender shall be in compliance with receipt of satisfactory evidence that all applicable building permits, legal requirements, and requirements of the Lease. Seller shall taxes have been paid all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such lien waivers and other evidence of the payment as they may reasonably requireby Borrower. 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 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 Deposit shall be returned to Buyer and neither party shall have any further liability hereunder.

Conditions Precedent to Closing. The obligations Closing and the initial disbursement of Buyer pursuant to this Agreement shall, at the option of Buyer, Loans shall be subject to the following conditions precedent: 9.1. (a) 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 Default shall have occurred and be continuing. (c) All of the representations, representations and warranties and agreements of Seller set forth in this Agreement contained herein shall be true and correct in all material respects at the Closing Date. (d) All legal matters incident to the 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 properly filed in each office where necessary to perfect the security interest of the date hereof 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 as 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) a certificate of incumbency for the officers of the Borrower executing the Loan Documents, (2) a good standing certificate, dated not more than 10 days prior to the Closing Date, from the appropriate state official of any state in which the Borrower is organized, and Seller (3) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request. (g) The Administrative Agent shall not have 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 this Agreement or the other Loan Documents. (h) The Administrative Agent shall have received evidence that the insurance 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 the Collateral required by this Agreement has been obtained and is in full force and effect. (i) 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 terms 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 at least $0. (m) The Borrower shall have committed Warehouse Financing Agreements in form and substance satisfactory to 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 Settlement 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 Administrative Agent shall have agreed to the appropriate level of balance sheet reserves to be set forth on Annex A. (q) The Borrower shall have delivered schedules to this Agreement. If, due to a circumstance beyond the 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 entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties which schedules shall be relieved of any further obligation in form and substance satisfactory to each other with respect to the Property, except as provided NLC Holding in Paragraph 5its sole discretion. 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 satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be 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 all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 paid to Buyer and, thereafter, neither Seller nor (r) Buyer shall have any continuing obligations hereunder. 9.6. If Buyer notifies Seller of a failure received evidence to its satisfaction that the Escrow Fund formerly held by the Borrower has been deposited as security to satisfy Litigation claims of the conditions precedent set forth Borrower and its Subsidiaries pursuant to the settlement agreements in this paragraph, Seller may, within five (5) days respect of receipt of Buyer's Notices agree the Class Action Lawsuits referred 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 Deposit shall be returned to Buyer and neither party shall have any further liability hereunderin Section 6.16 hereof.

Conditions Precedent to Closing. (a) The obligations of Buyer pursuant to under this Agreement shallare subject to the fulfillment on or before the Closing Date (and with respect to items that require review by Buyer, sufficiently in advance of Closing to allow Buyer reasonable opportunity to review) of the following conditions precedent, any one or more of which conditions may, at the option of Buyer, be subject waived in writing by Buyer: (i) 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 following conditions precedent: 9.1. All 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 representationsapplicable 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 and warranties and agreements of Seller set forth contained in this Agreement shall be true and correct in all material respects as of the date hereof Closing Date. (v) Seller and as Buyer shall have obtained the Approvals (subject to the rights and elections of the Closing Date, parties pursuant to Section 3(b) 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. If, Section 5(d) hereof). (b) Unless due to a circumstance beyond the cause within Seller's ’s reasonable control, this condition cannot be met by the Seller, this Agreement and the Escrow shall thereupon be terminated, Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved a failure of any further obligation to each other with respect to the Property, except as provided in Paragraph 5. 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 satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be 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 all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 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, above shall not constitute a default hereunder by Seller may, within five (5) days of receipt of Buyer's Notices agree but shall entitle Buyer 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, terminate this Agreement shall be canceled and receive a refund of the Deposit shall be returned to Buyer Xxxxxxx Money and upon any such termination, neither party hereto shall have any further liability hereunderto the other except for provisions which expressly survive the termination of this Agreement. Buyer agrees that a failure to obtain estoppels or a casualty or condemnation not resulting from the intentional or willful acts of Seller examples of events or acts not within Seller’s reasonable control.

Conditions Precedent to Closing. The (a) Purchaser's obligations of Buyer pursuant to close title under this Agreement shall, at on the option of Buyer, Closing Date shall be subject to the satisfaction or existence of the following conditions precedentprecedent on or prior to the Closing Date: 9.1. All (i) all of the representations, Seller's representations and warranties and agreements of Seller set forth made in this Agreement shall be true and correct in all material respects as of the date hereof Closing Date 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 as the aggregate amount of the Closing DateMaterial Losses resulting therefrom is equal to or less than the Material Loss Threshold. If any Loss Events shall have occurred and the aggregate amount of the Material Losses resulting therefrom exceeds the Material Loss Threshold, and Seller Purchaser shall not have on or prior the option 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. If, due to a circumstance beyond the Seller's reasonable control, this condition cannot be met by the Seller, (a) terminate this Agreement and demand the Escrow return of the Deposit (unless Seller shall thereupon be terminatedagree 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, Buyer 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 not be entitled exceed $1,000,000 pursuant to purchase this clause (b) unless Seller expressly agrees to a credit exceeding $1,000,000. Notwithstanding the Propertyforegoing, Seller shall not be obligated to sell if Purchaser claims a credit against the Property to Buyer and the parties shall be relieved Purchase Price of any further obligation to each other with respect to the Propertymore than $1,000,000, except as provided in Paragraph 5. 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 satisfied at closing. 9.3. Effective as on account of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4. Material Losses Seller shall have completed the construction of the Parking Garage, in accordance with the plans and specifications previously delivered right to Buyer and in compliance with all applicable building permits, legal requirements, and requirements of the Lease. Seller shall have paid all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 canceledAgreement, 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. 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 Deposit shall be returned to Buyer Purchaser and thereafter neither party shall have any obligation to the other except with respect to those provisions expressly stated to survive the termination of this Agreement and except that Seller shall reimburse Purchaser for a portion of its expenses actually incurred in connection with this transaction up to a maximum amount of $25,000. In the event that 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 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 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 the Closing Date; (iii) the Title Insurer shall be 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 terminate this Agreement in which case Purchaser may recover the Deposit and this Agreement shall be of no further liability hereunderforce and effect except with respect to those provisions expressly stated to survive the termination of this Agreement. (b) The Seller's obligations to close title under this Agreement on the Closing Date shall be subject to the satisfaction of the following conditions precedent on the Closing Date: (i) all of Purchaser's representations and warranties made in this Agreement shall be true and correct in all material respects as of the Closing Date as if they were made on that date; and (ii) Purchaser shall have performed all material obligations and agreements undertaken by it herein to be performed at or prior to the Closing Date.

Conditions Precedent to Closing. 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 of each of the following conditions at or prior to the Time of Closing: A. Each of the Shareholders of BHP and BHP (collectively, the “BHP Group”) shall have complied with all of their respective covenants and agreements contained in this Agreement; and B. The obligations BHP Group shall transfer, or will cause to be transferred, to Purchaser one hundred percent (100%) of Buyer the issued and outstanding BHP membership interests; and C. The representations and warranties of each of the BHP Group contained in this Agreement or contained in any certificates or documents delivered by any of them pursuant to this Agreement shallshall 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, at as long as such conditions are waived in writing. BHP’s obligation to carry out the option terms of Buyer, be 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 precedentat or prior to the Time of Closing: 9.1. All A. Purchaser shall have complied with all of the representations, warranties its covenants and agreements contained in this Agreement; and B. The representations and warranties of Seller set forth 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 of the date hereof if such representations and warranties had been made by Purchaser as of the Closing Date, 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. If, due to a circumstance beyond the 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 entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties ; and C. Purchaser shall be relieved of any further obligation to each other current, through March 31, 2017, with respect to its filing obligations with the Property, except SEC and/or OTC Markets such that it is labeled as provided in Paragraph 5. 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 “Current” on OTC Markets; The conditions set forth above are for the Permitted Exceptions or matters to be satisfied at closing. 9.3. Effective as exclusive benefit of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be 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 all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 BHP and may terminate this Agreement be waived by written notice to Seller whereupon this Agreement may be canceledBHP in whole or in part at or before the Time of Closing, 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 hereunderas long as such conditions are waived in writing. 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 Deposit shall be returned to Buyer and neither party shall have any further liability hereunder.

Conditions Precedent to Closing. The (A) Seller’s obligations of Buyer pursuant to consummate the transactions contemplated by this Agreement shall, at the option of Buyer, be are subject to the following conditions precedentconditions: 9.1. All of the representations, i. The representations and warranties and agreements of Seller set forth made by Buyer in this Agreement shall be true and correct in all material respects as of the date hereof when made and on and as of the Closing as though such representations and warranties were made on and as of Closing. 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. Bxxxx 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 Bxxxx 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 Bxxxx. 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 instituted or threatened on or before the Closing Date. vi. The Assets shall be in substantially the same condition on the Closing Date as on the Execution Date, and Seller there shall not be no material loss or damage to the property prior to the Closing. vii. The transactions contemplated under the Affiliate PSA have been consummated. viii. The Contingencies shall have been satisfied or waived by Buyer 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. If, due to a circumstance beyond the 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 entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5Closing. 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 satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4ix. Seller shall have completed the construction timely complied with all requirements of the Parking Garage, in accordance with the plans a transferor under applicable laws relating to bulk transfers and specifications previously delivered have provided written evidence of such compliance to Buyer and in compliance with all applicable building permits, legal requirements, and requirements of the Lease. Seller shall have paid all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 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 at least ten (510) days of receipt of Buyer's Notices agree prior 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 Deposit shall be returned to Buyer and neither party shall have any further liability hereunderClosing.

Conditions Precedent to Closing. 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 obligations of Buyer pursuant Purchaser to this Agreement shall, at close on the option purchase and sale of Buyer, be the Assets are subject to the satisfaction of the following conditions precedentconditions: 9.1. All (i) Tender of the representationsdocuments to be executed by Seller as of the Closing, as provided in Section 9.1 hereof. (ii) 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 and agreements of made by Seller set forth in this Agreement shall be true and correct in all material respects as of the date hereof if made on and as of the Closing Date. (iv) The Title Company shall be prepared to issue the Title Policies showing Purchaser as owner of the Fee, and Seller shall not have on or prior as vested in a leasehold interest as to closingthe Restaurant Leaseholds, failed in each case subject only to meet, comply with or perform in any material respect any conditions or agreements on Seller's part such exceptions as required by are acceptable to Purchaser (the terms of this Agreement. If, due to a circumstance beyond "Permitted Exceptions"). (v) On the 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 entitled to purchase the PropertyClosing Date, Seller shall not be obligated in material default in the performance of any covenant or agreement to sell the Property to Buyer be performed by Seller under this Agreement. (vi) The execution and delivery of this Agreement by Seller, and the parties performance of its covenants and obligations under it, shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5. 9.2. There shall be no change in the matters reflected in the Title Reporthave been duly authorized by all necessary corporation action, and there Purchaser shall not exist any encumbrance or title defect affecting have received copies of all resolutions pertaining to that authorization, certified by 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 terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation secretary of Seller. 9.48.3. The obligations of 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 all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 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 purchase and sale of the 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 Seller so satisfies such condition. If Seller fails to agree to cure or fails to cure such condition by 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 canceled true and correct in all material respects as if made on and as of the Deposit Closing Date. (iv) On the Closing Date, Purchaser shall not be returned in material default in the performance of any covenant or agreement to Buyer and neither party shall have any further liability hereunderbe performed by Purchaser under this Agreement.

Conditions Precedent to Closing. The obligations of Buyer pursuant 9.1 Purchaser’s obligation to close under this Agreement shall, at the option of Buyer, Purchase Contract shall be subject to and conditioned upon the fulfillment in all material respects of each and all of the following conditions precedent: 9.1. 9.1.1 All of the representations, 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 and agreements of Seller set forth in this Agreement Purchase Contract shall have been true and correct in all material respects when made, and shall be true and correct in all material respects as of on the date hereof Closing Date and as of the Closing Date, Effective Date as though such representations and warranties were made at and as of such date and time. 9.1.3 Seller shall not have on 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 prior to closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required performed by the terms of this Agreement. If, due to a circumstance beyond the Seller's reasonable control, this condition cannot be met by the Seller, this Agreement and the Escrow shall thereupon be terminated, Buyer Seller hereunder. 9.1.4 There shall not be entitled pending or, to purchase the Propertyknowledge of either Purchaser or Seller, Seller shall not be obligated to sell any litigation or threatened litigation which, if determined adversely, would restrain the Property to Buyer and the parties shall be relieved consummation of any further 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 each other close with respect to conveyance of the Property, except as provided in Paragraph 5. 9.2. There Property under this Purchase Contract shall be no change in subject to and conditioned upon the matters reflected in the Title Report, fulfillment of each 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 terminated by Seller and any and all termination fees incurred as a result thereof shall be 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 all of the costs of the construction of the Parking Garage following conditions precedent: 9.2.1 Purchaser’s representations and shall have provided Buyer and the Title Company with such 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 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 warranties 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 BuyerPurchase Contract shall have been true and correct in all material respects when made, 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 true and correct in all material respects on the Closing Date, this Agreement shall be canceled Date and as of the Deposit shall be returned to Buyer Effective Date as though such representations and neither party warranties were made at and as of such date and time. 9.2.2 Purchaser shall have any further liability 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 Purchaser hereunder.

Conditions Precedent to Closing. The obligations initial disbursement of Buyer pursuant to this Agreement shall, at the option of Buyer, Loans shall be subject to the following conditions precedent: 9.1. (a) 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 Default shall have occurred and be continuing. (c) All of the representations, representations and warranties and agreements of Seller set forth in this Agreement contained herein shall be true and correct in all material respects as at the date of the date hereof and as of Closing. (d) All legal matters incident to the Closing DateLoans shall be satisfactory to counsel for the Lender, and Seller shall not have on or prior the Borrower agrees to closing, failed execute and deliver to meet, comply with or perform in any material respect any conditions or agreements on Seller's part the Lender such additional documents and certificates relating to the Loans as the Lender may reasonably request. (e) If required by the terms Lender, the Lender shall have received an opinion of counsel to the 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 properly filed in each office where necessary to perfect the Lender's security interest 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 Liens permitted by this Agreement. If), due and all taxes and fees with respect to a circumstance beyond such recording and filing shall have been paid by the Seller's reasonable control, Borrower; provided that the Lender may choose to waive this condition cannot be met by the Seller, this Agreement and the Escrow shall thereupon be terminated, Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5filing of certain financing statements or termination statements prior to Closing. 9.2. There (g) If requested by the Lender, the Borrower shall have delivered to the Lender (i) certified copies of evidence of 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 any Corporate Guarantor is incorporated or qualified to do business, and (iv) such additional supporting documents as the Lender or counsel for the Lender 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 no change of a current date, shall be appropriately completed and duly executed by 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 generally shall be in form and substance satisfactory to 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 closingLender. 9.3. Effective as (i) The Lender shall have received and approved a current financial statement of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of SellerGuarantor. 9.4. Seller (j) The Lender shall have completed received evidence satisfactory to it that the construction 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 any landlord or mortgagee which may claim or have an interest in any 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 all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such lien waivers and other evidence of the payment as they may reasonably requireCollateral. 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 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 Deposit shall be returned to Buyer and neither party shall have any further liability hereunder.

Conditions Precedent to Closing. The obligations of Buyer pursuant to 4.01 Seller's obligation under this Agreement shall, at to consummate the option of Buyer, be transaction contemplated herein is subject to the following conditions precedent: 9.1. All fulfillment of each of the representations, following conditions. (a) The representations and warranties and agreements of Seller set forth in this Agreement Purchaser contained herein shall be true true, accurate and correct in all material respects as of the date hereof 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 Purchaser is a party or by which any asset owned by 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. (c) On or prior to the Closing Date, (i) Purchaser shall not have applied for or consented to the appointment of a receiver, trustee or liquidator for himself or any of his assets unless the same shall have been discharged 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) Purchaser shall not have admitted in writing an inability to pay his debts as they mature, (iii) Purchaser shall not have made a general assignment for the benefit of creditors, (iv) Purchaser shall not have been adjudicated a bankrupt or insolvent, or had a petition for reorganization granted with respect to Purchaser, (v) Purchaser 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 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 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, dated April 28, 2000 (as amended, the "Group A Agreement"), by and among Xxxxxx Park Associates, LLC, North Shore Triangle, LLC, Philips Yonkers, LLC, Xxxxxxx Xxxxx, LLC, Philips Shopping Center Fund, L.P. and Philips Xxxx Xxxx 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 the properties to be conveyed thereunder 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 amended), by 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 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 authorities and parties to agreements to which Seller is a party or by which any asset of Seller 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 Purchaser at or prior to the Closing. (c) On or prior to Closing Date, (i) Seller shall not have on 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 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. If, due to a circumstance beyond the 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 entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5. 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 satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be 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 all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 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 and no such receiver, liquidator or trustee shall have otherwise been appointed, unless same shall have been discharged prior to the Closing Date, (ii) Seller shall 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 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 any 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 the Closing Date. (d) This Agreement shall be canceled not have been terminated, if expressly permitted herein. (e) The Group A Closing under and pursuant to the Deposit shall be returned to Buyer and neither party Group A Agreement for each Property or Ground Lease (each as defined in the Group A Agreement) shall have any further liability hereunderoccurred or the properties to be conveyed thereunder 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.

Conditions Precedent to Closing. The All obligations of Buyer pursuant to Onsite and WBS under this Agreement shall, at the option of Buyer, be are subject to the 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 fulfillment, prior to the Closing Date, of each of the following conditions precedentconditions: 9.1. All of the (a) WBS's, Westar Energy's, and Onsite's representations, warranties and agreements of Seller set forth covenants contained in this Agreement shall be true and correct in all material respects as at the time of the date hereof Closing Date as though such representations, warranties and covenants were made at such time. (b) WBS 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. (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 Closing Date, WBS's director(s) shall have resigned from the board and Seller shall not have on or prior to closingappointed new director(s), failed to meet, comply with or perform in any material respect any conditions or agreements on Selleras nominated by letter from Onsite's part as required by the terms of this Agreement. If, due to a circumstance beyond the 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 entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5Chief Executive Officer. 9.2. There shall be no change in the matters reflected in the Title Report(f) The Stock Subscription Agreement, and there related agreements, between Onsite and Westar Capital 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 closinghave closed. 9.3. (g) Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be 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 all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 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 Deposit shall be returned to Buyer and neither party WBS's officer(s) shall have any further liability hereunderresigned from such positions. (h) The Transition Agreement, attached hereto as Exhibit E, between Onsite and Western Resources, Inc. shall have been executed and delivered. (i) The Separation Plan attached hereto as Exhibit F (the "Separation Plan") shall have been adopted by Onsite.

Conditions Precedent to Closing. The obligations of Buyer pursuant to 4.01 Seller's obligation under this Agreement shall, at to consummate the option of Buyer, be transaction contemplated herein is subject to the following conditions precedent: 9.1. All fulfillment of each of the representations, following conditions. (a) The representations and warranties and agreements of Seller set forth in this Agreement Purchasers contained herein shall be true true, accurate and correct in all material respects as of the date hereof 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. (c) 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 same shall have been discharged 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 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 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 Xxxxxx Park Associates, LLC, North Shore Triangle, LLC, Philips Yonkers, LLC, Xxxxxxx Xxxxx, LLC, Philips Shopping Center Fund, L.P. and Philips Xxxx Xxxx 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 amended), by 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 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 authorities and parties to agreements to which Seller is a party or by which any asset of Seller 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 such Purchaser at or prior to the Closing. (c) On or prior to Closing Date, (i) Seller shall not have on 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 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. If, due to a circumstance beyond the 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 entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5. 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 satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be 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 all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 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 and no such receiver, liquidator or trustee shall have otherwise been appointed, unless same shall have been discharged prior to the Closing Date, (ii) Seller shall 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 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 any 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 the Closing Date. (d) This Agreement shall be canceled not have been terminated, if expressly permitted herein. (e) The Group A Closing under and pursuant to the Deposit shall be returned to Buyer and neither party Group A Agreement for each Property or Ground Lease (each as defined in the Group A Agreement) shall have any further liability hereunderoccurred 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.

Conditions Precedent to Closing. The obligations of Buyer pursuant 5.1 Purchaser’s obligation to this Agreement shall, at purchase the option of Buyer, be Property is subject to the satisfaction or written waiver by Purchaser, of the following conditions precedentprior to Closing: 9.1. All of (a) 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 agreements covenants of Seller set forth in this Agreement herein shall be true and correct in all material respects as of on the date hereof of this Agreement and as of on the Closing DateDate as if each were made again at such time, subject to 6.3, and Seller shall not have on complied fully with all agreements to be performed by it at or prior to closingthe Closing Date. (c) No suit, failed action or proceeding shall have been instituted to meet, comply restrain or prohibit the acquisition by Purchaser or the transfer by Seller of the Property Rights in accordance with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this Agreement. If, due to a circumstance beyond the Seller's reasonable controlnor shall any action, this condition cannot suit or proceeding have been instituted or be met by the pending against or affecting Purchaser, Seller, or the Property Rights. (d) The Property shall be in the same condition and repair, less ordinary wear and tear, as it was on the date of this Agreement, except for matters related to condemnation and/or casualty, which shall be governed by Article X of this Agreement. (e) Seller shall have furnished to Purchaser or Title Company the Deed and all other documents to be executed and/or delivered by Seller under this Agreement and the Escrow shall thereupon be terminated, Buyer shall not be entitled to purchase the Property, have observed and performed all other material obligations of Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5under 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 satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4. (f) Seller shall have completed the construction of the Parking Garagefurnished to Purchaser, Title Company, or Lender, in accordance with a form reasonably acceptable to Purchaser, such other commercially reasonable documents as are necessary for Closing or assuming the plans and specifications previously 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 Buyer and in compliance with all applicable building permits, legal requirements, and requirements of the Lease. Seller shall have paid all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 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 Purchaser at least five (5) days of receipt of Buyer's Notices agree prior 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. (h) The Title Company irrevocably commits to issue the Owner’s Policy subject only to the Permitted Exceptions and containing the Special endorsements. (i) All Certificates of Occupancy for spaces within the Improvements have been issued. (j) Purchaser 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, this Agreement operating and easement agreements, and other similar agreements of record with respect to the Property (collectively the “REA’s”). (k) The Leases shall be canceled in full force and the Deposit effect and there shall be returned to Buyer and neither party no default thereunder. (l) There shall be no material adverse change after the Effective Date in the financial condition of the Tenants nor shall have any further liability hereunderof 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, paying full rent, open for business and hold a valid certificate of occupancy for such space.

Conditions Precedent to Closing. The obligations initial disbursement of Buyer pursuant to this Agreement shall, at the option of Buyer, Loans shall be subject to the following conditions precedent: 9.1. (a) 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 Default shall have occurred and be continuing. (c) All of the representations, representations and warranties and agreements of Seller set forth in this Agreement contained herein shall be true and correct in all material respects at the Closing Date. (d) All legal matters incident to the 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 properly filed in each office where necessary to perfect the Lender's security interest in the Collateral, termination statements shall have been filed with respect to any other financing statements covering all or any portion of the date hereof Collateral and all taxes and fees with respect to such recording and filing shall have been paid by the Borrower. (f) All Intellectual Property subject to United States copyright, patent or trademark protection, and an Intellectual Property Assignment with respect thereto, shall have been duly registered with the United States Patent and Trademarks Office or the Register of Copyrights, as applicable, and the Lender shall have received a search report confirming that it has a perfected first priority lien with respect thereto. (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) a good standing certificate, dated not more than 30 days prior to the Closing Date, 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 from the terms of this Agreement. If, due to a circumstance beyond the 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 entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved appropriate state official of any further obligation to each other with respect to state in which the Property, except as provided in Paragraph 5. 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 satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be 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 all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such lien waivers and other evidence of the payment as they may reasonably require. 9.5. If any such condition Borrower 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 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 Deposit shall be returned to Buyer and neither party shall have any further liability hereunder.incorporated or

Conditions Precedent to Closing. Conditions to the Company’s Obligations. The obligations of Buyer pursuant the Company hereunder required to this Agreement shallbe performed on the Closing Date shall be subject, at the option election of Buyerthe Company, be subject to the following conditions precedent: 9.1. All satisfaction or waiver, at or prior to the Closing, of the representations, following conditions: The representations and warranties and agreements of Seller set forth each Holder contained in this Agreement shall have been true and correct when made and, in addition, shall be repeated and true and correct in all material respects on and as of the date hereof Closing Date with the same force and effect as though made on and as of the Closing Date. Each Holder shall have performed in all material respects all obligations and agreements, and Seller shall not have on 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 closingthe Closing Date. Any applicable waiting period under the HSR Act shall have expired or been terminated. The Company shall have received, failed on terms reasonably satisfactory to meetthe Company, comply with Apollo Management and Blackstone, any consent or perform in any material respect any conditions or agreements on Seller's part 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 terms 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 true and correct when made and (ii) shall be (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 performed and complied with at or prior to the Closing Date. The Company shall have entered into each of the Supplementary Registration Rights Agreement and the Supplementary Shareholders Agreement. There has been no Material Adverse Effect (i) since December 31, 2002, except as disclosed in the Commission Filings filed prior to the date hereof, or (ii) since the date hereof. Any applicable waiting period under the HSR Act shall have expired or been terminated; provided, that each Holder has used its reasonable best efforts to obtain clearance under the HSR Act. The Company shall have delivered to the Holders 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 (d) of this AgreementSection 7.2 has been satisfied. IfNo provision of any Applicable Law, due 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 Holders shall have received an opinion of counsel to a circumstance beyond the Seller's reasonable controlCompany, this condition cannot dated the Closing Date, and addressed to the Holders, in the form attached hereto as Exhibit C. The Holders shall have received certificates representing the shares of Common Stock to be met by issued in the SellerIssuance. 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 Escrow Transaction. The stockholders of the Company shall thereupon be terminated, Buyer shall not be entitled have approved the Issuance as required by Applicable Law. The obligation of any Holder to purchase consummate the Property, Seller shall not be obligated to sell the Property to Buyer and the parties transactions contemplated hereby shall be relieved conditioned upon the concurrent consummation of any further the Issuance and Exchange by the Company and each of the Apollo/Blackstone Shareholders not breaching its obligation to each other with respect to consummate the Property, except as provided in Paragraph 5. 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 satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4. Seller shall have completed the construction of the Parking Garage, Exchange (in accordance with the plans terms and specifications previously delivered subject to Buyer and in compliance with all applicable building permits, legal requirements, and requirements the conditions of the Lease. Seller shall have paid all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 paid to Buyer Agreement) and, thereaftertherefore, neither Seller nor Buyer simultaneously consummating the Exchange if such Holder is otherwise willing to consummate the Exchange. (Nothing herein shall have relieve any continuing obligations hereunderbreaching Apollo/Blackstone Shareholder of liability to the Company for its breach). 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 Deposit shall be returned to Buyer and neither party shall have any further liability hereunder.

Conditions Precedent to Closing. The obligations of Buyer pursuant Seller’s obligation to consummate the transactions contemplated by this Agreement shall, at the option of Buyer, be are subject to each of the following conditions precedent: 9.1. All being met: The representations and warranties of the representations, warranties and agreements of Seller set forth Buyer contained in this Agreement shall be true and correct in all material respects as of the date hereof 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 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 duly 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 DateDate 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 Seller shall not have on or prior to closing, failed to meet, comply with or perform in any material respect any conditions all necessary consents and approvals required under existing contracts or agreements on Seller's part and any applicable laws, rules or regulations shall have been received. The representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as required by of the terms date of this Agreement. If, due to a circumstance beyond the 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 entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved deemed to have been made again as of any further obligation to each other with respect to the Property, except as provided in Paragraph 5. 9.2. There shall be no change in the matters reflected in the Title Reporttime of Closing, 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 Closing be terminated by Seller true and any and correct in all termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4material respects. Seller shall have completed performed and complied with all its obligations hereunder. No litigation, administrative proceeding, suit, action or other proceeding shall be pending or threatened that seeks to restrain, enjoin or otherwise prohibit the construction consummation 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 Leasetransactions contemplated by this Agreement. Seller shall have paid received 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 an officer of Seller certifying that: the representations and warranties of Seller 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 Seller has performed in all material respects all of the costs of the construction of the Parking Garage its agreements and shall have provided Buyer and the Title Company with such lien waivers and other evidence of the payment as they may reasonably require. 9.5. If any such condition is not fully satisfied covenants required by closing, Buyer shall so notify Seller and may terminate this Agreement to be performed by written notice it prior 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 hereunderClosing. 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 Deposit shall be returned to Buyer and neither party shall have any further liability hereunder.

Conditions Precedent to Closing. The obligations initial disbursement of Buyer pursuant to this Agreement shall, at the option of Buyer, Loans shall be subject to the following conditions precedent, provided, however, that if the Lender elects to make such initial disbursement prior to all of such conditions precedent being satisfied, the Borrowers agree that they shall cause all such conditions to be satisfied within 30 days after such disbursement: 9.1. (a) 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 Default shall have occurred and be continuing. (c) All of the representations, representations and warranties and agreements of Seller set forth in this Agreement contained herein shall be true and correct at the Closing Date. (d) All legal matters incident to the 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 properly filed in each office where necessary to perfect the Lender's security interest in the Collateral, termination statements shall have been filed with respect to any other financing statements covering all material respects as or any portion of the date hereof Collateral and all taxes and fees with respect to such recording and filing shall have been paid by the Borrowers. (f) All Intellectual Property subject or entitled to United States copyright, patent or trademark protection, and such documents as are necessary to perfect the Lender's security interest therein, shall have been duly registered with the United States Patent and Trademarks Office or the Register of Copyrights, as applicable, and the Lender shall have received a search report confirming that no Liens are recorded with respect thereto. (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) a good standing certificate, dated not more than 30 days prior to the Closing Date, from the appropriate state official of any state in which the Borrowers are incorporated or qualified to do business, and Seller (5) such additional supporting documents as the Lender or counsel for the Lender reasonably may request. (h) The Lender shall not have on or prior received (1) a Borrowing Base Certificate, (2) an Aging, and (3) a report setting forth the status of all contracts relating to closingEligible Receivables from the most recent fiscal month and shall be in form and substance satisfactory to the Lender. (i) The Lender shall have received a field examination report of the Collateral in form and substance acceptable to it. (j) The Lender shall have received the written opinion of counsel to the Company, failed in form and substance satisfactory to meetthe Lender. (k) The Lender shall have received financing statement, comply with or perform in any material respect any conditions or agreements on Seller's part as 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 the terms of this Agreement. If, due to a circumstance beyond the 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 entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5. 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 satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4. Seller (m) The Lender shall have completed the construction of the Parking Garage, in accordance with the plans received such landlord and specifications previously delivered to Buyer and in compliance with all applicable building permits, legal requirements, and requirements of the Lease. Seller mortgage waivers as it shall have paid all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 (n) The Lender shall so notify Seller and may terminate this Agreement by written notice to Seller whereupon this Agreement may be canceled, upon return have received the audited financial statements of the Due Diligence Items the Deposit shall be paid to Buyer andCompany for its fiscal year ending on March 31, thereafter, neither Seller nor Buyer 1999. (o) The Lender shall have any continuing obligations hereunderreceived the Release Agreement, duly executed by the Borrowers. 9.6. If Buyer notifies Seller of a failure to satisfy the conditions precedent set forth in this paragraph, Seller may, within five (5p) 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 Deposit shall be returned to Buyer and neither party The Lender shall have any further liability hereunderreceived such merger documents evidencing the merger of Technology into the Company as the Lender shall require.

Conditions Precedent to Closing. (a) Conditions Precedent to the Obligation of the Purchaser to Close. The obligations of Buyer pursuant the Purchaser to consummate the transactions provided for in this Agreement is subject to the satisfaction at or before the Closing Date of each of the following conditions precedent: (i) Execution and delivery by Seller to Purchaser of the Xxxx of Sale and such other assignments and documents of transfer as counsel for Purchaser may reasonably require to effect the transactions contemplated by this Agreement; (ii) Execution and delivery by Seller to Purchase of the Letter of Understanding attached as Exhibit B to this Agreement; (iii) The representations and warranties of the Seller contained in this Agreement shallshall be true and correct as of the Closing Date; and As of January 1, at 2006 (iv) There shall have occurred no material casualty or impairment to the option Acquired Assets after December 31, 2005. (b) Conditions Precedent to the Obligations of Buyer, be the Seller to Close. The obligations of the Seller to consummate the transactions provided for in this Agreement is subject to the following conditions precedent: 9.1. All (i) The Purchaser shall have paid the Purchase Price including execution and delivery of the representations, Warrants to the Seller; (ii) The representations and warranties and agreements of Seller set forth the Purchaser contained in this Agreement shall be true and correct in all material respects as of the date hereof Closing Date; (iii) Execution and as delivery by the Purchaser to the Seller of the Closing Date, and Seller shall not have on or prior Assumption contained in Exhibit B 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. If, due to a circumstance beyond ; and (iv) Termination of the Seller's reasonable control, this condition cannot be met by the Seller, this Agreement Sublease between Purchaser and the Escrow shall thereupon be terminated, Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5. 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 satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be 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 all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 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 Deposit shall be returned to Buyer and neither party shall have any further liability hereunder.

Conditions Precedent to Closing. The All obligations of Buyer pursuant to Fitek, PSI and the PSI Shareholders under this Agreement shall, at the option of Buyer, be are subject to the 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 fulfillment, prior to the Closing, of each of the following conditions, unless any such conditions precedentare waived by such party at or before the Closing: 9.1. All of the (a) The respective representations, warranties and agreements covenants of Seller set forth PSI and Kxxx, and of Fitek, Kxxxxx and Mxxxxx 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, Kxxxxx and Mxxxxx 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, Kxxxxx and Mxxxxx 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. Kxxxxx and Mxxxxx agree to perform the functions as advisor without compensation. However, Kxxxxx and Mxxxxx 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 and warranties of such other party contained in this Agreement are true and correct in all material respects as of the date hereof Closing Date and as of (ii) such other party has performed, in all material respects, all covenants and other obligations required by this Agreement to be performed by it at or before the Closing Date; and (ii) a certificate of the Secretary of State of each jurisdiction in which such other party is incorporated, and Seller shall not have on or prior to closingdated as of a recent date, 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. If, due to a circumstance beyond the 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 entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved of any further obligation to each other with respect to the Property, except good standing of and payment of taxes by such other party and as provided in Paragraph 5. 9.2. There shall be no change to the charter documents of such other party on file 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 terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4. Seller shall have completed the construction office 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 Secretary of the Lease. Seller shall have paid all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such lien waivers and other evidence of the payment as they may reasonably requireState. 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 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 Deposit shall be returned to Buyer and neither party shall have any further liability hereunder.

Conditions Precedent to Closing. The obligations of Buyer pursuant to this Agreement shall, at the option of Buyer, be subject to the following conditions precedent: 9.1. All of the representations, warranties and agreements of Seller set forth in Lender contained herein shall be conditioned on the prior or contemporaneous satisfaction of the following (collectively, the “Closing Conditions”), each to Lender’s reasonable satisfaction: (a) 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 and warranties of Borrower contained herein are true and correct in all material respects respects, and shall be true and correct as of the date hereof and as of the Closing Dateclosing of the transaction contemplated hereby. (g) Guarantor shall execute an acknowledgement and reaffirmation of that Guaranty executed on December 15, 2011, and Seller shall not have on or prior to closing, failed to meet, comply with or perform all waivers and agreements contained therein are in any material respect any conditions or agreements on Seller's part as required by the terms of this Agreement. If, due to a circumstance beyond the Seller's reasonable control, this condition cannot be met by the Seller, this Agreement full force and the Escrow shall thereupon be terminated, Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5effect. 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 satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be 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 all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 paid to Buyer and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder. 9.6. If Buyer notifies Seller (h) Lender’s receipt of a failure REMIC opinion relative to satisfy the conditions precedent set forth this Transaction in this paragraph, Seller may, within five (5) days of receipt of Buyer's Notices agree form and substance reasonably acceptable 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 Deposit shall be returned to Buyer and neither party shall have any further liability hereunderLender.

Conditions Precedent to Closing. The obligations Closing and the initial disbursement of Buyer pursuant to this Agreement shall, at the option of Buyer, Loans shall be subject to the following conditions precedent: 9.1. (a) 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 Default shall have occurred and be continuing. (c) All of the representations, representations and warranties and agreements of Seller set forth in this Agreement contained herein shall be true and correct in all material respects at the Closing Date. (d) All legal matters incident to the 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 properly filed in each office where necessary to perfect the security interest of the date hereof 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 as all taxes and fees then due with respect to such recording and filing shall have been paid by the Borrowers. (f) The Borrowers shall have delivered to the Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrowers to authorize the execution and delivery of the Loan Documents, (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 state in which the Borrowers are incorporated, and Seller (5) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request. (g) The Administrative Agent shall have 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 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 such insurance, and naming Administrative Agent as additional insured on liability policies and lender loss payee endorsements for property and casualty policies. (i) The Administrative Agent shall have received a written opinion of counsel to the Borrowers in form and substance reasonably satisfactory to the Administrative Agent. (j) There shall not have on occurred a material adverse change since September 30, 2010, in the business, assets, liabilities (actual or prior contingent), operations or condition (financial or otherwise) of the Borrowers and their respective Subsidiaries taken as a whole or in the facts and information regarding such entities as represented to closingdate. (k) The absence of any action, failed to meetsuit, comply with investigation or perform proceeding pending or threatened in any material respect court or before any conditions arbitrator or agreements on Seller's part governmental authority that purports (a) to materially and adversely affect the Borrowers or their respective Subsidiaries, or (b) 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 required by the terms of this Agreement. IfSeptember 30, due 2010, giving pro forma effect to a circumstance beyond the Seller's reasonable control, this condition cannot be met by the Seller, any repayments or incurrence of Debt after such date (including any incurrence of Loans under this Agreement on the Closing Date) and the Escrow shall thereupon be terminatedSGS Transaction, Buyer shall not be entitled to purchase signed by a Principal Officer of the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5Company. 9.2. There (o) The Administrative Agent shall be no change have reviewed to its reasonable satisfaction certified copies of the duly executed SGS Transaction Documents, which shall provide for an aggregate purchase price for the Acquired SGS Stock not in excess of $52,500,000 (subject to adjustment as set forth in the matters reflected in the Title Report, SGS Transaction Documents) plus assumed liabilities (limited to payables and there shall not exist any encumbrance or title defect affecting the Property not accruals described in the Title Report except for SGS Purchase Agreement and acceptable to the Permitted Exceptions or matters to Administrative Agent in its sole discretion). The SGS Transaction Documents shall concurrently be satisfied at closing. 9.3. Effective as of closingconsummated, and the management agreement affecting Acquired SGS Stock acquired by the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4. Seller shall have completed the construction of the Parking GarageCompany, in accordance with the plans and specifications previously delivered to Buyer terms thereof and in compliance with all applicable building permitslaw and regulatory approvals. The SGS Transaction Documents shall not have been altered, legal requirementsamended or otherwise changed or supplemented in any material respect or any material condition therein waived, and requirements of the Lease. Seller shall have paid all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 prior 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. 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 without the Deposit shall be returned to Buyer and neither party shall have any further liability hereunderprior written consent of the Administrative Agent.

Conditions Precedent to Closing. 12.1 The obligations of Buyer pursuant Seller to this Agreement shall, at deliver title to the option of Buyer, Property and to perform the other covenants and obligations to be performed by Seller on the Closing Date shall be subject to the following conditions precedent:(all or any of which may be waived, in whole or in part, by Seller): 9.1. All of the representations, (a) The representations and warranties and agreements of Seller set forth in this Agreement made by Purchaser herein shall be true and correct in all material respects with the same force and effect as of the date hereof though such representations and warranties had been made on and as of the Closing Date. (b) 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 material 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 not 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 Real Property shall be in compliance with the Transfer Act. Seller shall, at Seller's sole cost and expense, 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 the Real Property is not an establishment subject to the Transfer Act, prior to closingthe Closing, failed Seller shall, at its sole cost and expense, provide to meetPurchaser an affidavit of an officer, comply with member or perform in any material respect any conditions or agreements on Seller's part as required by manager of Seller stating that the terms Real Property is not an establishment which is subject to the provisions of this Agreement. If, due to a circumstance beyond the Seller's reasonable control, this condition cannot be met by the Seller, this Agreement and the Escrow shall thereupon be terminated, Buyer Transfer Act. (f) There shall not be entitled to purchase any sewer moratorium affecting the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5. 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 satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be 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 all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 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 Deposit shall be returned to Buyer and neither party shall have any further liability hereunder.

Conditions Precedent to Closing. A. Conditions to the Obligations of Each of the Parties. The obligations obligation of Buyer pursuant each of the parties hereto to consummate the transactions provided for herein is subject to the fulfillment on or prior to the Effective Time of each of the following conditions: 1. The shareholders of Franklin shall have duly approved the Merger and the plan of merger contained within this Agreement shallin accordance with and as required by law and in accordance with Franklin's Charter and Bylaws. 2. All necessary governmental and regulatory orders, at consents, clearances and approvals and requirements shall have been secured and satisfied for the option consummation of Buyersuch transactions, including without limitation, those of the Federal Reserve System, the Ohio Division of Financial Institutions, the OCC and the Federal Deposit Insurance Corporation to the extent required and, in the case of Fifth Third's obligation, none of such orders, consents, clearances and approvals and requirements shall be subject to 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 to the Effective Time of each of the following additional conditions precedentunless waived by Fifth Third in a writing delivered to Franklin which specifically refers to the condition or conditions being waived: 9.11. All The representations and warranties of the representations, warranties and agreements of Seller set forth in this Agreement Franklin contained herein shall be true and correct in all material respects both as of the date hereof of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date, and Seller . 2. Franklin 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 performed all of the obligations required by of it under the terms of this AgreementAgreement in all material respects. 3. IfFifth Third shall have received a certificate from Franklin, due to a circumstance beyond executed by its chief executive officer and chief financial officer, dated the Seller's reasonable controlClosing Date, this condition cannot be met by the Seller, this Agreement and the Escrow shall thereupon be terminated, Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved of any further obligation certifying to each other with respect to of such officers' best knowledge and belief that the Property, except as provided conditions set forth in Paragraph 5Section VI.B.1. and VI.B.2. have been satisfied. 9.24. There No investigation or action by any state or federal agency shall be have been threatened in writing or instituted seeking to enjoin or prohibit or unwind the transactions contemplated hereby and no change in the matters reflected in the Title Reportgovernmental action or proceeding shall have been threatened or instituted before any court or governmental body or authority, and there shall not exist any encumbrance seeking to enjoin or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions prohibit or matters to be satisfied at closing. 9.3. Effective as of closingunwind, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred transactions contemplated hereby or seeking to impose material sanctions or penalties as a result thereof shall be (other than investigations, actions and proceedings which have been withdrawn prior to the sole obligation of SellerClosing without a Material Adverse Effect on Fifth Third or Franklin, and other than regularly scheduled regulatory examinations). 9.45. Seller At or prior to the Effective Time, Fifth Third shall have completed the construction 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. Rxxx, Xx., xxd (e) Xxxx Mxxxxxve on xxxxx xxxxxxxxxxxx to Fixxx Xxxxx xxx xxxx of the Parking Garageforxxxxxx xxxxxxduals. (a) 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 receive a cash payment from Fifth Third in accordance with the plans amount of $5,000, and specifications previously 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 Buyer Fifth Third an agreement by which such Directors shall agree for a period of three years after the 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 the states of Kentucky or Tennessee, engage in 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 Client (as defined below), (iii) make any statement or take 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 in compliance with all applicable building permits, legal requirementswhich was disclosed by the Director to Fifth Third, and requirements 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 the Lease. Seller shall have paid all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such lien waivers and other evidence of the payment as they may reasonably requirea written request from any Director. 9.5. If any such condition is not fully satisfied by closing, Buyer (b) The term "Restricted Period" shall so notify Seller mean the period beginning on the Effective Time 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, ending three years 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 Deposit shall be returned to Buyer and neither party shall have any further liability hereunder.

Conditions Precedent to Closing. Section 7.1 Conditions to the Company’s Obligations at the Initial Closing. The obligations of Buyer pursuant the Company and OpCo with respect to this Agreement shall, at each Purchaser required to be performed on the option of Buyer, Closing Date shall be subject to the satisfaction or waiver in writing, at or prior to the Initial Closing, of the following conditions precedentconditions: 9.1. All (a) The representations and warranties of the representations, warranties and agreements of Seller set forth 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 as of the date hereof respects, in each case on and as of the Closing DateDate 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 Seller shall not have on 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 closingthe 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, failed 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 meetPurchaser’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, comply with at or perform prior to the Initial Closing, of the following conditions: (a) The representations and warranties of the Company and OpCo contained in any material respect any conditions or agreements on Seller's part as required by the terms of this Agreement. If, due to a circumstance beyond the Seller's reasonable control, this condition cannot be met by the Seller, 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 Escrow shall thereupon be terminated, Buyer shall representations and warranties of the Company and OpCo which are not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties so qualified shall be relieved 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) 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 further obligation to each other with respect to Applicable Law shall be in effect which has the Property, except as provided in Paragraph 5effect of making the Transactions illegal or shall otherwise restrain or prohibit the consummation of the Transactions. 9.2. There shall be no change in the matters reflected in the Title Report, (d) The Company 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 terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4. Seller OpCo 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 permitsPurchaser a certificate executed by it or on its behalf by duly authorized representative, legal requirements, and requirements of the Lease. Seller shall have paid all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 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 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 Rxxxxxx X. Xxxxxxx, Xx. 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. (g) The Purchasers shall have received an opinion of counsel to the Company, dated 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 the Initial Closing. (i) Each Subsidiary (other than OpCo) shall have executed and delivered a guaranty in the form attached as Exhibit F (the “Guaranty”). (j) There shall not have occurred any 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) a material adverse effect on the ability of the Company to perform on a timely basis any obligation under this Agreement or to consummate the Transactions. (k) 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 Closing Date all certified by the Secretary of State of the State of Delaware, (ii) a copy of the by-laws of the Company, as in effect on the date hereof and on the Closing Date, (iii) copies of all resolutions of the Company authorizing the Transactions; and (iv) 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 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 required to be performed at the Second Closing shall be canceled subject to the satisfaction or waiver in 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. (b) 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. Section 7.4 Conditions to Purchaser’s Obligations at the Second Closing. The obligations of each Purchaser required to be performed at the Second Closing shall be subject to the satisfaction or waiver in writing, at or prior to the Second Closing, of the following conditions: (a) There shall have not occurred an Event of Default under the Debentures. (b) There shall not have occurred, and be continuing, any Default under the Debentures. (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 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 Deposit representations and warranties of such Purchaser which are not so qualified shall be returned to Buyer true and neither party 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 further liability hereunderApplicable 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 not have occurred any 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) a material adverse effect on the ability of the Company 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 by-laws of the Company, as in effect on the date hereof and on the Subsequent Closing Date, (iii) copies of all resolutions of the Company authorizing the Transactions; and (iv) 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.

Conditions Precedent to Closing. The obligations of Buyer pursuant to 10.1 Purchaser's obligation under this Agreement shall, at to purchase the option of Buyer, be Properties is subject to the fulfillment of each of the following conditions precedentconditions, subject, however, to the provisions of Section 10.3: 9.1. All (a) The representations and warranties of Sellers contained herein shall, subject to the representationsprovisions of Section 8.1(b), warranties and agreements of Seller set forth in this Agreement shall be true true, accurate and correct in all material respects as of the date hereof 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 Closing Date; 27 (b) 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 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 Seller 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 not have been obtained; and (f) on or prior to closingClosing Date, 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. If, due to a circumstance beyond the Seller's reasonable control, this condition cannot be met by the Seller, this Agreement and the Escrow shall thereupon be terminated, Buyer (i) Purchaser shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved of any further obligation to each other with respect have applied for or consented to the Propertyappointment of a receiver, except as provided in Paragraph 5. 9.2. There shall be no change in trustee or liquidator for itself or any of its assets unless 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 terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4. Seller same shall have completed the construction of the Parking Garage, in accordance with the plans and specifications previously delivered been discharged prior to Buyer and in compliance with all applicable building permits, legal requirements, and requirements of the Lease. Seller shall have paid all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 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, and no such receiver, liquidator or trustee shall have otherwise been appointed, unless same shall have been discharged prior to the Closing Date, (ii) Purchaser shall not have admitted in writing an inability to pay its debts as they mature, (iii) Purchaser shall not have made a general assignment for the benefit of creditors, (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 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 any proceedings under any such law, or had any petition filed against it in any proceeding under any of the foregoing laws unless the same shall have been dismissed, canceled or terminated prior to the Closing Date. 10.3 In the event that any 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 satisfaction of such condition as a condition to its 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, this Agreement 28 shall be canceled and the Deposit shall be returned to Buyer terminated and neither party shall have any further liability rights, obligations or liabilities hereunder, except for the Surviving Obligations, and except that if Purchaser terminates the Agreement because a condition contained in Section 10.1 is not satisfied, then Purchaser shall be entitled to a return of the Fund, 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 Section 10.1 or 10.2.

Conditions Precedent to Closing. The obligations In addition to Buyer’s absolute right to terminate this Agreement for any reason at any time during the Review Period, the obligation of Buyer pursuant to under this Agreement shall, at to purchase the option of Buyer, be Property from Seller is subject to the satisfaction of each of the following conditions precedenton 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: 9.16.1. 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 the representations, Seller’s representations and warranties and agreements of Seller set forth in this Agreement contained herein shall be true and correct in all material respects as of the date hereof Closing 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). 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 entered into the Lease and Seller, as tenant under the Lease, shall not be in default in the payment of rent or performance of any other material obligation under the Lease. 6.6. Buyer shall have received from Seller a Subordination and Non-Disturbance Agreement in such form as approved by any lender to Purchaser. 6.7. Seller shall have obtained and delivered to Purchaser prior to Closing, duly executed originals of estoppel certificates (the “REA Estoppels”) from all parties subject to any reciprocal easement agreements or easement with covenants and restrictions (the “Restrictive Agreements”, if any, by which the parties to the Restrictive Agreement shall certify that the Restrictive Agreement is in full force and effect, has not been assigned, modified or amended in any way, and to the best knowledge of the party giving the estoppel, the Seller is not 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 the Closing are not satisfied or waived in writing by Buyer as of the Closing Date, and Seller then, Buyer may either (i) extend the date for Closing until such conditions are satisfied; provided in no instance shall not have on the Closing be extended for greater than thirty (30) days, or prior to closing, failed to meet, comply with or perform (ii) terminate in any material respect any conditions or agreements on Seller's part as required by the terms of writing this Agreement. If, due to a circumstance beyond the 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 entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5. 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 satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4. Seller shall have completed the construction of the Parking Garage, in accordance with which case 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 all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 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 Deposit entire Xxxxxxx Money deposit shall be returned to Buyer and neither party or (iii) waive in writing the satisfaction of any such conditions, in which event this Agreement shall be read as if such conditions no longer existed; provided, however that, if such failure of condition also constitutes or is accompanied by a default by Seller under this Agreement, Buyer shall have any further liability hereunderall rights and remedies as set forth in this Agreement. Notwithstanding that certain of Seller’s representations and warranties may be limited to the extent of actual knowledge of the facts stated therein, it shall be a condition precedent to Buyer’s obligation to go to Closing that the facts stated in all such representations and warranties shall be correct as of the time of Closing.

Conditions Precedent to Closing. The obligations of Buyer pursuant the respective parties to this Agreement shall, at close the option purchase of Buyer, the Purchased Assets will be subject to the following conditions precedentconditions: 9.1A. Seller's Conditions. All Seller will not be obligated to close the purchase of the representationsPurchased Assets unless (i) 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 and warranties of Purchaser and agreements of Seller set forth Clearview contained in this Agreement shall be remain true and correct in all material respects as of the date hereof on and as of the Closing Date; (ii) Seller has received, prior to the expiration of the Inspection 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 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 given. Seller may at any time at or prior to Closing waive any one or more of the preceding requirements by written notice to Purchaser. If the Consents to assignment of the 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) above, then such Release requirement shall be deemed waived by Seller, and the parties shall proceed to Closing; provided, 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 (a) not assign or sublet such Lease without the prior written consent of Seller in its sole discretion, (b) not exercise any option to extend the term of the 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 and 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 (f) not commit any act that would jeopardize Seller's security interest. In the event that Purchaser fails to observe any of 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 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 have 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 or 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 Xxxxx 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 closingand at the Closing, failed and has delivered to meet, comply Purchaser all instruments and documents required to be delivered by Seller in connection with or perform in any material respect any conditions or agreements on Seller's part as required by the Closing pursuant to the terms of this Agreement. If, due to ; (ii) Seller has obtained a circumstance beyond release of the Seller's reasonable control, this condition cannot be met by Bronxville Theatre under the Seller, this Agreement Indenture of Mortgage and the Escrow shall thereupon Purchased Assets will be terminated, Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved free of any further obligation to each all other with respect to the Property, except as provided in Paragraph 5. 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 Encumbrances other than the Permitted Exceptions or matters on terms and conditions satisfactory to be satisfied at closing. 9.3. Effective as of closing, Seller prior to Closing; (iii) Seller has obtained the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4. Seller shall have completed the construction consent of the Parking Garage, in accordance with landlord to the plans and specifications previously delivered to Buyer and in compliance with all applicable building permits, legal requirements, and requirements assignment of the Lease. Seller shall have paid all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 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 Deposit shall be returned to Buyer and neither party shall have any further liability hereunder.;

Conditions Precedent to Closing. (a) Buyer's Conditions Precedent. The obligations following shall be conditions 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 Buyer pursuant to this Agreement shall, at the option of Buyer, be subject to the following conditions precedent: 9.1. All of the representations, warranties and agreements of Seller set forth Sellers in this Agreement Section 4 shall be true and correct in all material respects as of the date hereof 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 Seller no suit, action, proceeding or investigation shall not have on been brought or prior to closing, failed to meet, comply with threatened by any Person (other than Buyer or perform in any material respect any conditions an affiliate of Buyer) which questions the validity or agreements on Seller's part as required by the terms legality of this Agreement. If, due to a circumstance beyond Agreement or the Seller's reasonable control, this condition cannot be met by transactions contemplated hereby. (viii) Each of the Seller, this Agreement Company and the Escrow Shareholders shall thereupon be terminatedhave entered into a Confidentiality and Non-Competition Agreement in the form attached hereto as Exhibits 21A and 21B, respectively. (ix) The Buyer shall have received an Alta Owner's and Lender's policy of Title Insurance which does not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5. 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 deviate materially from the Title Report except for and which shall include all endorsements reasonably requested by Buyer or Lender and which shall also include leasehold coverage as to the Permitted Exceptions or matters to be satisfied at closingPiazzo property. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be 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 all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 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 Deposit shall be returned to Buyer and neither party shall have any further liability hereunder.

Conditions Precedent to Closing. The obligations of Buyer pursuant Alterra's obligation to this Agreement shall, 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 option of Buyer, be Closing is subject to the following conditions precedent: 9.1. All satisfaction, at or prior to the Closing, of the representationsfollowing 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, warranties including, without limitation, the terms of the Note. Alterra's plan of reorganization and agreements proposed order confirming Alterra's plan of Seller set forth in reorganization shall include a provision approving the performance by Alterra of this Agreement. This Agreement is and shall be expressly subject to the approval by the Bankruptcy Court, and if for any reason whatsoever such approval is not obtained during the term hereof, then this Agreement shall be true null and correct in all material respects as void and of no further force or effect. In order for this Agreement to have been approved, the Bankruptcy Court shall have entered an order approving Alterra's performance of the date hereof transactions provided for in this Agreement (the "Final Order"), which order shall be in form and as of 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 Seller the effective date of the plan of reorganization shall not have on or occurred prior to closingthe Closing Date. Without limiting the foregoing, failed the Final Order shall expressly (a) authorize and direct Alterra to meetperform its obligations under this Agreement and to take or cause to be taken all such actions and to execute and deliver all such documents and instruments, comply as are necessary to consummate the transactions contemplated by this Agreement in accordance with or perform in any material respect any conditions or agreements on Seller's part as required by the terms hereof; (b) approve the terms and conditions of this Agreement. If, due to including the purchase of the Member Interests and Existing Notes; and (c) contain a circumstance beyond finding that the Seller's reasonable control, this condition cannot be met by notice given in the Seller, this Agreement and the Escrow shall thereupon be terminated, Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved of any further obligation to each other Bankruptcy Case with respect to the Propertytransactions contemplated hereby was proper, except as provided timely, adequate and sufficient under the circumstances. Holding Co. agrees not to oppose Alterra in Paragraph 5. 9.2seeking 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. There shall be no change Alterra's obligation to purchase the Member Interests in the matters reflected in Companies and to take the Title Reportother actions required to be taken at the Closing is further subject to the delivery, at or prior to the Closing, of the General Releases, signed by Holding Co. and there each Investor. Holding Co.'s failure to deliver the General Releases shall not exist give rise to any encumbrance or title defect affecting the Property claim for damages by Alterra against Holding Co., but shall only give Alterra a right 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 terminated by Seller and any and all termination fees incurred as a result thereof shall be 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 all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 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 pursuant to 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 Deposit shall be returned to Buyer and neither party shall have any further liability hereunderprevious sentence.

Conditions Precedent to Closing. The (A) Seller’s obligations of Buyer pursuant to consummate the transactions contemplated by this Agreement shall, at the option of Buyer, be are subject to the following conditions precedentconditions: 9.1. All of the representations, i. The representations and warranties and agreements of Seller set forth made by Buyer in this Agreement shall be true and correct in all material respects as of the date hereof when made and on and as of the Closing as though such representations and warranties were made on and as of Closing. 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. Xxxxx 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 Xxxxx 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 Xxxxx. 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 instituted or threatened on or before the Closing Date. vi. The Assets shall be in substantially the same condition on the Closing Date as on the Execution Date, and Seller there shall not be no material loss or damage to the property prior to the Closing. vii. The transactions contemplated under the Affiliate PSA have been consummated. viii. The Contingencies shall have been satisfied or waived by Buyer 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. If, due to a circumstance beyond the 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 entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5Closing. 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 satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4ix. Seller shall have completed the construction timely complied with all requirements of the Parking Garage, in accordance with the plans a transferor under applicable laws relating to bulk transfers and specifications previously delivered have provided written evidence of such compliance to Buyer and in compliance with all applicable building permits, legal requirements, and requirements of the Lease. Seller shall have paid all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 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 at least ten (510) days of receipt of Buyer's Notices agree prior 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 Deposit shall be returned to Buyer and neither party shall have any further liability hereunderClosing.

Conditions Precedent to Closing. a. The obligation of the Company to perform its obligations of Buyer pursuant hereunder and to this Agreement shall, at consummate the option of Buyer, be transactions contemplated hereby is subject to satisfaction of the following conditions precedentconditions: 9.1. All of the representations, i. The representations and warranties and agreements of Seller set forth in Section 2 of this Agreement shall be true and correct in all material respects as of the date hereof at and as of the Closing Date, 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. If, due to a circumstance beyond the 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 entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5Closing. 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 satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4ii. Seller shall have completed performed all of its covenants to be performed prior to or at the construction Closing under this Agreement in all material respects. iii. No final, nonappealable injunction or other order by any United States court having proper jurisdiction that prevents the consummation of the Parking Garage, transactions contemplated by this Agreement shall have been issued and remain 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 Leaseeffect. iv. Seller shall have paid executed and delivered all documents it was required to execute and deliver to the Corporation at the closing of the costs 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 construction following conditions: i. The representations and warranties of the Parking Garage and shall have provided Buyer and the Title Company with such 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 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 Section 3 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 true and correct in all material respects at and as of the Deposit shall be returned to Buyer and neither party Closing. ii. The Company 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 final, nonappealable injunction or other order by any further liability hereunderUnited States court having proper jurisdiction that prevents the consummation of the transactions contemplated by this Agreement shall have been 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 the Stock Purchase Agreement. v. Bill Fifield and Xxxx Xxxxxxk wilx xxxxxxx Xxn Williams to xxxx xxx xxxrent vacancy on Whole Living's Board of Directors. The term of this appointment will be until the next annual meeting or earlier termination or resignation. vi. Bill Fifield wilx xxxxxx xx Secretary/Treasurer and a Director of Whole Living and hereby designate Robert Reitz as Xxxxxxxxx/Xxeasurer and a Director of Whole Living until the next annual meeting of shareholders or until his earlier termination or resignation. vii. Doug Burdick wilx xxxxxx xx a Director of Whole Living and hereby designate Brenda Huang as x Xxxxxxxx xf Whole Living until the next annual meeting of shareholders or until his earlier termination or resignation. viii. Doug Burdick wilx xxxx xx xxailable as an advisor to the Board of Directors while he is employed by Whole Living and/or its subsidiaries. ix. Upon the completion of these transactions, a special meeting of the Board of Directors will be called. At that time, the Board will appoint Ron Williams as xxx Xxxxxxxxt and CEO of Whole Living and authorize a 15 for 1 reverse split on all of the outstanding shares of Whole Living.

Conditions Precedent to Closing. The obligations of Buyer pursuant Purchaser’s obligation to consummate the transaction contemplated by this Agreement shall, at the option of Buyer, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 9.1. 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, warranties and agreements covenants of the Seller set forth in this Agreement contained herein shall be true and correct in all material respects as of the Closing Date; C. The Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by the Seller hereunder; 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 cause to be delivered to the Purchaser for its review and approval fully executed tenant estoppel certificates, 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 provided by the Purchaser. If there are material Conditions Covenants and Restrictions (“CC&Rs”) applicable to the property, Seller shall deliver to Buyer (as a 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 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 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 form of a loan assumption or transfer (“Loan Assignment”) pursuant to the Assumption Agreement (defined below). The 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 shall receive a full refund of the Xxxxxxx Money. Within three (3) calendar days after the end of the Inspection Period, Seller shall contact lender regarding the conveyance of the Property and the assumption by Purchaser of the Existing Loan. Purchaser shall reasonably cooperate with Seller and lender in expediting the Loan Assignment approval process. Purchaser shall promptly furnish all information and pay all amounts reasonably requested by lender in connection therewith and shall cooperate with Seller in Seller’s direct communication with lender. Purchaser shall pay any 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 fully negotiate an assumption agreement in form and substance satisfactory to Purchaser and lender (the “Assumption Agreement”) including: (1) The consent and agreement of lender to: (A) the conveyance of the Property by Seller to Purchaser, (B) an assumption by Purchaser of all obligations and liabilities of Seller under or with respect to the Existing Loan that relate to events that occur on or after the Closing Date, (C) a release of Seller from all 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 circumstance that may result in a default under the existing loan documents, (D) the unpaid principal balance on the Existing Loan as of the Closing Date (which is approximately $5,761,384) and the date hereof and through which all payments due under the existing loan documents have been paid, (E) the amount of all escrowed sums as of the Closing Date, (F) that there are no overdue installments of interest or principal under the existing loan documents, and (G) that the existing loan documents are in full force and effect. H. If any condition precedent is not met Purchaser may (i) 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 not have on or prior to closingbe released from all duties and obligations under this Agreement, failed to meet, comply with or perform except as otherwise specifically provided in any material respect any conditions or agreements on Seller's part as required by the terms of this Agreement. IfNotwithstanding the foregoing, due to if any such failure constitutes a circumstance beyond the Seller's reasonable control, this condition cannot be met default by the Seller, this Agreement and the Escrow shall thereupon be terminated, Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5. 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 satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4. Seller Purchaser shall have completed the construction right to exercise any 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 all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 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 its remedies 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 Deposit shall be returned to Buyer and neither party shall have any further liability hereunderAgreement.

Conditions Precedent to Closing. Conditions to the Company's Obligations. The obligations of Buyer pursuant the Company hereunder required to this Agreement shallbe performed on the Closing Date shall be subject, at the option election of Buyerthe Company, be subject to the following conditions precedent: 9.1. All satisfaction or waiver, at or prior to the Closing, of the representations, following conditions: The representations and warranties and agreements of Seller set forth each Holder contained in this Agreement shall have been true and correct when made and, in addition, shall be repeated and true and correct in all material respects on and as of the date hereof Closing Date with the same force and effect as though made on and as of the Closing Date. Each Holder shall have performed in all material respects all obligations and agreements, and Seller shall not have on 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 closingthe Closing Date. Any applicable waiting period under the HSR Act shall have expired or been terminated. The Company shall have received, failed on terms reasonably satisfactory to meetthe Company, comply with Apollo Management and Blackstone, any consent or perform in any material respect any conditions or agreements on Seller's part 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 terms of this Agreement. If, due to a circumstance beyond the Seller's reasonable control, this condition cannot be met by the Seller, this Supplementary Registration Rights Agreement and the Escrow Supplementary Shareholders Agreement. The Holders shall thereupon be terminatedhave delivered certificates representing their Shares to the Company. No provision of any Applicable Law, Buyer shall not be entitled to purchase the Propertyinjunction, Seller shall not be obligated to sell the Property to Buyer and the parties order or decree of any Governmental Entity shall be relieved in effect which has the effect of any further obligation to each other with respect to making the Property, except 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 provided in Paragraph 5. 9.2. There shall be no change defined 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 closingShareholders Agreement). 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be 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 all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 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 Deposit shall be returned to Buyer and neither party shall have any further liability hereunder.

Conditions Precedent to Closing. 13.1 The obligations of Buyer pursuant the Asset Contributing Property Partnerships to this Agreement shalldeliver 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, at and to perform the option of Buyer, other covenants and obligations to be performed by the Property Partnerships or the Partners on the Closing Date shall be subject to the following conditions precedent:(all or any of which may be waived, in whole or in part, by the Property Partnerships or the Partners): 9.1. All of the representations(a) The representations and warranties made by National, warranties New Reit and agreements of Seller set forth in this Agreement PRLP herein shall be true and correct in all material respects with the same force and effect as of the date hereof 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 true and Seller correct in all material respects shall not have on or prior give rise to closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required a claim by the terms Property Partnerships hereunder so long as such matters do not have a material adverse effect on the transactions contemplated herein. (b) National, New Reit and PRLP shall have executed and delivered to the Property Partnerships all of this Agreement. Ifthe documents provided herein for said delivery, due to a circumstance beyond including without limitation, the Seller's reasonable control, this condition cannot be met by the Seller, this Registration Rights Agreement and the Escrow PRLP Agreement. (c) National, New Reit and PRLP shall thereupon 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 terminatedperformed 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, Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5. 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 satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be 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 permitslaws, legal requirementsrules 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 obtained. 13.2 The obligations of National to deliver title to the National Real Property and requirements to perform the other covenants and obligations to be performed by National 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 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 Lease. Seller Closing Date; provided, however, that a failure of any representations or warranties to be 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. (b) The Property Partnerships, New Reit and PRLP shall have paid executed and delivered to National all of the costs of documents provided herein for said delivery on or prior to Closing. (c) The Property Partnerships, the construction of the Parking Garage Partners, New Reit and PRLP shall have provided Buyer performed all covenants and obligations undertaken by the Title Company Property Partnerships, New Reit, the Partners and PRLP herein in all material respects and complied in all material respects with such lien waivers and other evidence of the payment as they may reasonably require. 9.5. If any such condition is not fully satisfied all conditions required by closing, Buyer shall so notify Seller and may terminate this Agreement to be performed or complied with 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. 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 them on or fails to cure such condition by before the Closing Date, this Agreement shall be canceled and the Deposit shall be returned to Buyer and neither party . (d) The National Shareholder Approval shall have been obtained. (e) No governmental entity or federal or state court shall have issued any further liability hereunderinjunction or other order which restrains or prohibits the consummation of the transactions contemplated hereby. (f) The Registration Statement shall have been declared effective by the Securities and Exchange Commission and no stop order suspending the effectiveness of the Registration Statement shall have been issued under the Act and no proceedings therefor shall have been initiated or threatened by the Securities and Exchange Commission.

Conditions Precedent to Closing. (a) Buyer's conditions. The following are conditions precedent to Buyer's obligations under this Agreement (the "Buyer Conditions Precedent"). The Buyer Conditions Precedent are intended solely for the benefit of Buyer and may be waived only by Buyer in writing. In the event any Buyer Condition Precedent is not satisfied, Buyer may, in its sole and absolute discretion, terminate this Agreement, and, subject to the provisions of Paragraph 7, all obligations of Buyer and Seller hereunder (except provisions of this Agreement which recite that they survive termination) shall terminate and be of no further force or effect. 5 (i) Buyer's inspection, review and approval, within the Due Diligence Period, of all aspects of the Property. (ii) The issuance by the Title Company to Buyer of the Title Policy subject only to the Approved Title Exceptions and including the Endorsements. (iii) All of Seller's representations and warranties contained in or made pursuant to this Agreement shall, at the option of Buyer, be subject to the following conditions precedent: 9.1. All of the representations, warranties shall have been true and agreements of Seller set forth in this Agreement correct when made and shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and . (iv) Seller shall not have on or prior to closing, failed to meet, comply fully complied with or perform in any material respect any conditions or agreements on all of Seller's part as required by the terms of duties and obligations contained in this Agreement. If, due to a circumstance beyond the 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 entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5. 9.2. There (v) As of the Closing Date, there shall be no change litigation or administrative agency or other governmental proceeding pending or threatened, which after Closing would, materially adversely affect the value of the Property or the ability of Buyer to operate the Property in the matters reflected manner in the Title Reportwhich it is currently being operated, and there no proceedings shall not exist be pending or threatened which would cause the redesignation or other modification of the zoning classification of, or of any encumbrance building or title defect affecting environmental code requirements applicable to, any of the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied at closingProperty. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by (vi) Seller and any and all termination fees incurred as a result thereof shall be 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 all of the costs of the construction of the Parking Garage and shall have provided Buyer and with an updated Rent Roll three (3) business days prior to Closing, which updated Rent Roll must not indicate any material adverse change from the Title Company with such lien waivers and other evidence of Rent Roll last approved by Buyer. Seller shall specifically identify any changes from 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 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 Buyermost recently approved Rent Roll, and Buyer shall thereupon be obligated to close have performed a closing audit which confirms 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 Deposit shall be returned to Buyer and neither party shall have any further liability hereunderupdated Rent Roll.

Conditions Precedent to Closing. The obligations of Buyer pursuant A. Purchaser shall not be required to proceed on the closing date with the transaction contemplated by this Agreement shall, at the option unless each of Buyer, be subject to the following conditions precedentprecedent shall have been fulfilled and satisfied: 9.1. All i. Each of the representationswarranties, warranties representations and agreements covenants of Seller set forth in this Agreement contained herein shall be true true, valid and correct in correct. ii. Seller shall have complied with the covenants herein. iii. There shall have been delivered by Seller to Purchaser all material respects as of the date hereof and as items in Seller’s possession required to be delivered to Purchaser pursuant subparagraph v below. iv. Upon execution of the Closing Datewithin 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 Seller 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) through (vi) above, are not fulfilled, or waived, within the time periods set forth, then the Purchaser may, at any time thereafter, elect, by written notice to the Seller, to cancel this Agreement, and the $200,000 deposit shall not have on or prior be promptly returned to closingPurchaser minus $1,000 for each extension received by the Purchaser. Failing to immediately return the deposit monies to the Seller, 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 Agreementthe Note and mortgage shall commence. IfThis Agreement shall then be deemed to be null and void, due to a circumstance beyond the 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 entitled to purchase the Property, of no further force and effect. B. Seller shall not be obligated required to sell proceed on the Property to Buyer closing date with the transaction contemplated by this Agreement unless each of the following conditions precedent shall have been fulfilled and satisfied. i. Each of the parties warranties, representations and covenants of Purchaser contained herein shall be relieved of any further obligation to each other with respect to the Propertytrue, except as provided in Paragraph 5valid and correct. 9.2ii. 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 delivered by Purchaser to be satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be 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 all of the costs items to be delivered to Seller hereunder at or prior to the closing. In the event that one or more of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such lien waivers and other evidence of the payment as they may reasonably require. 9.5. If any such condition foregoing conditions is not fully satisfied by closingfulfilled, Buyer shall so notify or waived, within the time periods set forth, then the Seller and may terminate this Agreement may, at any time thereafter, elect, by written notice to Seller whereupon the Purchaser, to cancel this Agreement may Agreement, and the $200,000. deposit shall be canceledpromptly returned to Purchaser minus $1,000 for each extension received by the Purchaser. Failing to immediately return the deposit monies to the Seller, upon return the terms of the Due Diligence Items the Deposit note and mortgage shall commence. This Agreement shall then be paid deemed 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 Buyerbe null and void, and Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies such conditionof no further force and effect. If Seller fails to agree to cure or fails to cure such condition by the Closing Date, this Agreement shall be canceled and the Deposit shall be returned to Buyer and neither Each party shall have any further liability hereunderrecourse to all remedies available to it at law or in equity.

Conditions Precedent to Closing. The Subject to waiver as set forth in Section 7.F. below, the respective obligations of Buyer pursuant each party hereto to consummate the transactions contemplated by this Agreement shall, at the option of Buyer, be are subject to the fulfillment at or prior to the Closing Date of each of the following conditions precedentconditions: 9.1. i. All statutory and regulatory requirements necessary for the valid consummation by BUYER and SELLER of the representationstransactions contemplated by this Agreement and any Ancillary Documents shall have been fulfilled; all authorizations, warranties consents, approvals and agreements waivers of Seller 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 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 competent jurisdiction or governmental authority or regulatory body or other legal restraint or prohibition shall be true in effect, and correct 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 all of the date hereof its obligations and duties hereunder as of the Closing Date, Date and Seller shall not have on or prior to closing, failed to meet, comply with or perform breached in any material respect any conditions or agreements on Seller's part as required by of the terms and conditions of this Agreement. If, due to a circumstance beyond Agreement or the 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 entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5Ancillary Documents. 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 satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be 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 all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 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 Deposit shall be returned to Buyer and neither party shall have any further liability hereunder.

Conditions Precedent to Closing. 10.1. The obligations of Buyer pursuant Purchaser to consummate the transactions contemplated by this Agreement shall, at the option of Buyer, be are subject to each of the following conditions precedentconditions, any one or more of which may be waived in whole or in part by Purchaser: 9.1. All of the representations, (a) The representations and warranties and agreements of Seller set forth in this Agreement Section 4.1 hereof shall be true and correct in all material respects as of the date hereof at and as of the Closing DateDate with the same effect as though the same had been made on and as of said date, 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 at the terms of this Agreement. If, due to a circumstance beyond the 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 entitled to purchase the PropertyClosing, Seller shall not be obligated deliver to sell the Property Purchaser a certification to Buyer and the parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5such effect. 9.2. There (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 be no change in the matters reflected in the Title Report, have complied with 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 performed all material agreements and conditions required by this Agreement to be satisfied at closingperformed or complied with prior to or as of the Closing Date. 9.3. Effective as (d) Purchaser shall have received the Tenant Estoppels from all Tenants above 2,000 square feet of closing, net rentable area prior to Closing (the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4"Required Estoppels"). Seller shall have completed the construction 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 estoppel certificate acceptable in form and substance to Purchaser, the items set forth in each Tenant Estoppel Certificate comprising the Required Estoppels which Seller is required, but is unable, to obtain, it being agreed and understood that the Seller Certificate shall not cover a square footage greater than twenty percent (20%) of the Parking Garagenet rentable area at the Property, in accordance with excluding the plans space leased to Chrysler, Xxxxxx Homes, USA Mobile and specifications previously delivered Hitachi, unless otherwise agreed to Buyer and in compliance with all applicable building permitsby Purchaser. Notwithstanding the above, legal requirements, and requirements of the Lease. Seller Purchaser shall have paid 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, Xxxxxx Homes, USA Mobile or Hitachi. (e) Purchaser may conduct interviews with any or all of the costs Tenants with the Seller or an agent of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such lien waivers and other evidence of the payment as they may reasonably requireSeller present. 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 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 Deposit shall be returned to Buyer and neither party shall have any further liability hereunder.

Conditions Precedent to Closing. The All obligations of Buyer pursuant to Fieldcrest, SoftLock and the Principal Stockholder under this Agreement shall, at the option of Buyer, be are subject to the 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 fulfillment, prior to the Closing, of each of the following conditions precedentconditions: 9.1. All of (a) SoftLock's, the Principal Stockholder's and Fieldcrest's representations, warranties and agreements of Seller set forth covenants contained in this Agreement shall be true at the time of Closing as though such representations, warranties and correct 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 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 desirable for purposes of making an investment in the Exchange Stock. (e) Fieldcrest shall have been presented with, and shall have approved, an updated version of Xxxxxxxx X,X,X 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 Agreement the business of the other party has been conducted in the ordinary course. In addition, each party shall 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 of a date within ten days of Closing, an update of any material change in the date hereof 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 Closing Date, Fieldcrest's sole executive officer and Seller sole director shall not have on or resign her respective positions and/or offices by tendering a written resignation. Immediately prior to closingsaid resignations, failed Fieldcrest's sole director shall appoint as members of Fieldcrest's new board, those persons designated by SoftLock to meetfill said director positions, comply 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 perform in any material respect any conditions advisor, if any, of Fieldcrest is entitled to receive. (m) All press releases, stockholder communications, SEC Filings and other publicity generated by Fieldcrest or agreements on Seller's part as required SoftLock regarding the transactions contemplated by this Agreement shall have been reviewed and approved by the terms 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 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 approved by the stockholders of SoftLock, or by the stockholders of Fieldcrest, if deemed necessary or appropriate by counsel for the same, within thirty (30) days following execution of this Agreement. IfIf such a meeting is deemed necessary, due the management of SoftLock, or 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 entered into an employment contract with Xxxxxxxx Xxxxxx, such contract to be satisfactory to the parties and have a circumstance beyond term lasting at least two years from the Seller's reasonable controldate of this Agreement, this condition cannot and, if the contract be met by with SoftLock, that Fieldcrest shall have ratified, adopted, and confirmed the Seller, this Agreement contract. (r) All holders of Fieldcrest restricted common stock in excess of one million shares shall execute agreements in form and the Escrow shall thereupon be terminated, Buyer substance satisfactory to SoftLock and Fieldcrest whereby they agree that 75% of their restricted shares shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved sold for a period of any further obligation to each other with respect to the Propertytwelve months following Closing, except as provided in Paragraph 5that private sales may be made to purchasers who agree to be bound by the provisions of the lock-up agreement. 9.2. There shall (s) SoftLock agrees, immediately following the closing of this Agreement, to use its best efforts to amend Fieldcrest's Certificate of Incorporation to: (i) change Fieldcrest's name to SoftLock Services, Inc., or to a name that is substantially similar; and (ii) adjust the 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 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 granted as a replacement for the Permitted Exceptions or matters to be satisfied at closing. 9.3SoftLock Options. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4. Seller (t) SoftLock shall have completed the construction of the Parking Garage, raised at least $500,000 in accordance connection with the plans and specifications previously delivered to Buyer and in compliance with all applicable building permits, legal requirements, and requirements private placement of the Lease. Seller shall have paid all 142,857 shares of the costs SoftLock common stock at a purchase price of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such lien waivers and other evidence of the payment as they may reasonably require$3.50 per share. 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 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 Deposit shall be returned to Buyer and neither party shall have any further liability hereunder.

Conditions Precedent to Closing. a. The performance by the Seller of each of its agreements and obligations of Buyer pursuant under this Agreement, including without limitation the obligation to this Agreement shallcomplete the Closing, at is conditioned upon the option of Buyer, be subject satisfaction (or the Seller’s written waiver) on or prior to the Closing Date of all of the following conditions precedentconditions: 9.1. All (i) The representations and warranties of the representations, warranties and agreements of Seller set forth in this Agreement Buyer herein contained shall be true and correct in all material respects as of on the date hereof Effective Date and as of on the Closing DateDate as though made on such date. (ii) 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 shall not have 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 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 Closing Date of this Agreement. If, due to a circumstance beyond all of the Seller's reasonable control, this condition cannot be met by following conditions: (i) The representations and warranties of the Seller, this Agreement and the Escrow shall thereupon be terminated, Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties herein contained shall be relieved of any further obligation to each other with respect to true and correct in all material respects on the Property, except Effective Date and on the Closing Date as provided in Paragraph 5though made on such date. 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 satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4. (ii) The Seller shall have completed the construction of the Parking Garageperformed, in accordance with the plans observed and specifications previously delivered to Buyer and in compliance complied with all applicable building permitsagreements and obligations required by this Agreement to be performed, legal requirements, observed and requirements of the Lease. complied with on its part hereunder. (iii) The Seller shall have paid all executed and delivered to the Buyer an Assignment and Assumption of Membership Interests Agreement in the costs of form attached hereto as Exhibit “A,” transferring the construction of Offered Interests to the Parking Garage and shall have provided Buyer and the Title Company with such lien waivers and other evidence of the payment as they may reasonably requireBuyer. 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 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 Deposit shall be returned to Buyer and neither party shall have any further liability hereunder.

Conditions Precedent to Closing. The obligations of Buyer pursuant (a) Preconditions To Purchaser's Closing. Purchaser's obligation to this Agreement shall, at consummate the option of Buyer, transactions contemplated 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, 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: 9.1i) Due Diligence Review. All Purchaser's due diligence review of the representations, warranties and agreements of Seller set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, 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. If, due to a circumstance beyond the Seller's reasonable control, this condition cannot be met by the Seller, this Agreement the Assets, the Leases, the Contracts, the Business and the Escrow shall thereupon Assumed Liabilities must be terminatedsatisfactory to Purchaser, Buyer shall not be entitled to purchase the Propertyin Purchaser's sole discretion. ii) Conduct of Business and Absence of Certain Changes. Since June 30, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved of any further obligation to each other with respect to the Property2011, except as provided in Paragraph 5. 9.2. There shall be no set forth on Schedule 8(a)(ii), there has not been any material adverse change in the matters reflected Business, the Assets, the Assumed Liabilities or Seller's operations not applicable to businesses in the Title Reportindustry of the Business generally. Without limiting the generality of the foregoing, and there shall has not exist been, since June 30, 2011: (A) any encumbrance increase made or title defect affecting the Property not described promised in the Title Report compensation or other remuneration or rates thereof payable, or to become payable, by Seller to any employee of the Business, or any material change in any of the terms and 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 the Permitted Exceptions or matters to be satisfied at closing. 9.3. Effective as terminations of closing, the management agreement affecting the Property shall be terminated by Seller Contracts and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4. Seller shall have completed the construction of the Parking Garage, Leases that expire in accordance with the plans 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 specifications previously delivered to Buyer 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 compliance with all applicable building permitsany such existing plans; (H) any incurrence (whether discharged or not) of any obligation or liability (whether accrued, legal requirementsabsolute, fixed or contingent), other than current liabilities incurred, and requirements obligations entered into, in the ordinary course of business consistent with past practices; (I) any material loss, damage or destruction to any of the Lease. Seller shall have paid all Assets, whether or not covered by insurance; (J) 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 costs preparation of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such lien waivers and other evidence of the payment as they may reasonably require. 9.5. If any such condition is not fully satisfied by closingSeller's Financial Statements, 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. 9.6. If Buyer notifies Seller of a failure to satisfy the conditions precedent set forth except for changes 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 accounting principles imposed by the Closing Date, this Agreement shall be canceled and accounting profession generally on businesses in Seller's industry generally; and (L) any transaction relating to the Deposit shall be returned to Buyer and neither party shall have any further liability hereunderBusiness entered into by Seller other than in the ordinary course of business consistent with past practice.

Conditions Precedent to Closing. The obligations of Buyer pursuant to (i) Buyer’s obligation under this Agreement shall, at to purchase the option of Buyer, Assets as provided hereunder shall be subject to the fulfillment of each of the following conditions precedentsubject, however, to the provisions of subsection (iii) below: 9.1. All of (A) the representations, representations and warranties and agreements of Seller set forth contained in this Agreement Section 12 hereof shall be true true, accurate and correct in all material respects as of the date Closing Date; (B) 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 premium therefor; provided, however, that if Title Company is not prepared to so issue the Title Policy as a result of any act or omission of Buyer or any Affiliate of Buyer and title to the Real Property is in compliance with the terms of Section 9 hereof, such circumstances shall not constitute a condition to Closing; and (C) Seller shall 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 all conditions required by this Agreement to be performed or complied with by Seller at or prior to the Closing. (ii) Seller’s obligations under this Agreement to sell the Assets as provided hereunder shall be subject to the fulfillment of each of the following conditions subject, however, to the provisions of subsection (iii) below: (A) the representations and warranties of Buyer contained in Section 13 hereof shall be true, accurate and correct in all material respects as of the Closing Date; and (B) Buyer shall have 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 Seller shall not have on performed all other covenants, undertakings and obligations and complied with all conditions required by this Agreement to be performed or complied with by Buyer, at or prior to closingthe Closing. (iii) In the event that any condition contained in Section 11(d)(i) or (ii) is not satisfied, failed the Party entitled to meetthe satisfaction of such condition as a condition to its 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, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of (B) terminate this Agreement. If, due In the event such Party elects to a circumstance beyond the 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 entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5. 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 satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be 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 all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 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 DateAgreement, this Agreement shall be canceled terminated and the 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 returned construed so as to Buyer and neither party shall have bestow any further liability hereunderright 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.

Conditions Precedent to Closing. The obligations of Buyer pursuant (a) Purchaser’s obligation to this Agreement shall, at close the option of Buyer, transactions hereunder shall be subject to the satisfaction 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: 9.1. (i) 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 the representations, Seller’s representations and warranties and agreements of Seller set forth in Section 13(b) of this Agreement shall be true and correct in all material respects as 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 (which were true when made) have become untrue after the date hereof and as due to any reason that was not caused by an act or omission to act of Seller (which act or omission violates the Closing Date, 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 express terms of this Agreement. If). (v) Existing Lender shall have approved the assumption of the Existing Indebtedness by Purchaser. (b) Seller’s obligation to close the transactions hereunder shall be subject to the satisfaction of the following conditions precedent, due provided that Seller, at its election, upon written notice delivered to a circumstance beyond Purchaser at or prior to 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. (ii) Purchaser shall have performed all of its material covenants, agreements and obligations tinder this Agreement. (iii) 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 reasonable control, ’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 condition canSection 11 and that Seller’s failure to satisfy such conditions (for any reason other than Seller’s bad faith) shall not be met by the Sellerdeemed 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 to terminate this Agreement and receive a refund of the Escrow shall thereupon be terminatedDeposit. Further, Buyer shall not be entitled to purchase the Propertyat Seller’s election, Seller shall not be obligated permitted to sell extend the Property Closing Date for any period of time up to Buyer and the parties shall be relieved of thirty (30) days in order to satisfy any further obligation to each other with respect to the Property, except as provided in Paragraph 5. 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 satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be 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 all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 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 Section 11 (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 Deposit shall be returned to Buyer and neither party shall have any further liability hereundera).

Conditions Precedent to Closing. The obligations (a) In exchange for payment of the Purchase Price, Seller shall furnish Buyer pursuant with the Bill of Sale for the Equipment. At the Closing, Seller shall further provide to this Agreement shallBuyer, at the option of BuyerSeller’s sole cost and expense, be subject all documents and certificates relating to the Equipment and any manufacturer’s warranties and the following documents related to Seller’s authority to sell the Equipment to Buyer on the terms and conditions precedent:contained in this Agreement; 9.1. All (i) A certified copy of the representations, warranties and agreements Board of Directors resolutions of Seller set forth in this Agreement shall be true and correct in all material respects as authorizing (1) the sale of the date hereof and as of Equipment at the Closing DatePurchase Price, 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 (2) execution of this Agreement. If, due to a circumstance beyond the Seller's reasonable control, this condition cannot be met Bill of Sale and all related documents; and (ii) A Certificate of Incumbency executed by the Secretary or Assistant Secretary of Seller setting forth the authorized signatories of Seller and its respective signatures and titles. (b) Seller will deliver to Buyer at the Closing, all 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’s possession. (c) At the Closing, Buyer shall provide to Seller, at Buyer’s sole cost and expense, the following documents related to Buyer’s authority to purchase the Equipment from Seller on the terms and conditions 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 execution of this Agreement and all related documents; and (ii) A Certificate of Incumbency executed by the Escrow shall thereupon be terminated, Buyer shall not be entitled to purchase Secretary or Assistant Secretary of Xxxxx setting forth the Property, Seller shall not be obligated to sell the Property to authorized signatories of Buyer and the parties shall be relieved of any further obligation to each their respective signatures and titles. (d) There are no other with respect conditions or contingencies to the Property, except as provided in Paragraph 5. 9.2. There shall be no change in the matters reflected in the Title Report, Closing 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 terminated by Seller and any and all termination fees incurred as a result thereof shall be 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 Seller acknowledge that the Lease. Seller shall have paid all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such lien waivers and other evidence of the payment as they may reasonably require. 9.5. If any such condition Closing is not fully satisfied by closingsubject to due diligence investigation, 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. 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 Buyerfinancing or board of directors, and Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies such condition. If Seller fails to agree to cure shareholders or 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 hereunderother corporate approval.

Conditions Precedent to Closing. The All obligations of Buyer pursuant to Bridgestone, ITI and the ITI Shareholders under this Agreement shall, at the option of Buyer, be are subject to the 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 fulfillment, prior to the Closing, of each of the following conditions precedentconditions: 9.1. All of the (a) The respective representations, warranties and agreements covenants of Seller set forth ITI, of the Shareholders, and of Bridgestone contained in this Agreement shall be true at the time of Closing as though such representations, warranties and correct covenants were made at such time. (b) ITI, the ITI Shareholders and Bridgestone 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 ITI 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 two years from the Closing Date, except to those persons approved by legal counsel to Bridgestone 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 Bridgestone. The foregoing provision shall not prohibit the registration of those shares at any time following the Closing. Each ITI Shareholder acquiring Exchange Stock will be required to transfer to Bridgestone at the Closing his or her respective ITI Shares, free and clear of all liens, mortgages, pledges, encumbrances or changes, whether disclosed or undisclosed. (d) Bridgestone shall have been presented with, and shall have approved, an updated version of Exhibits C and D, prepared by ITI, 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 ITI that the Exchange, if consummated, will not in any manner violate corporate or securities laws of the States of California, Indiana, Louisiana, Nevada, New York, Ohio and any other states where any ITI Shareholder resides. (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) Bridgestone shall have provided to ITI through September 30, 1996, 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 Bridgestone. (i) ITI shall have provided to Bridgestone audited financial statements of ITI for the three most recently completed fiscal years (or for such shorter period as ITI or its subsidiaries, if any, shall have been in existence), prepared in accordance with generally accepted accounting principles and Regulation S-X, together with consolidated 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 ITI 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. ITI shall also provide, as of a date within ten days of Closing, an update of any material change in the date aforementioned schedules. In addition, ITI will deliver to Bridgestone, prior to Closing, in a form satisfactory to Bridgestone, a letter from ITI's independent auditors, who shall be a firm satisfactory to Bridgestone, confirming that ITI's financial statements, covering the period from inception to the Closing Date, 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 Bridgestone shall have full access to the books and records, to the extent within the control of any affiliate of ITI, of American Registration Systems, Inc., of Advanced Identification Management Systems, Inc., and of any other entity with which ITI has any affiliation), 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 Bridgestone's option, all but one) of the members of Bridgestone's current board of directors and Seller each and every person serving as an officer of Bridgestone shall not have on or resign their respective positions and/or offices by tendering written resignations. Immediately prior to closingsaid resignations, failed Bridgestone's board of directors shall appoint as members of Bridgestone's new board those persons designated by ITI to meetfill said director positions, comply with such appointments to be effective as of the Closing. If all members of Bridgestone'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. -11- (l) All press releases, shareholder communications, SEC Filings and other publicity generated by Bridgestone or perform in any material respect any conditions or agreements on Seller's part as required ITI regarding the transactions contemplated by this Agreement shall have been reviewed and approved by the terms 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) The transactions contemplated by this Agreement shall be approved by the shareholders of ITI, if deemed necessary or appropriate by counsel for the same, within twenty-five (25) days following execution of this Agreement. If, due to If such a circumstance beyond the 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 entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5. 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 satisfied at closing. 9.3. Effective as of closingmeeting is deemed necessary, the management of ITI agrees to recommend approval to their Shareholders and to solicit proxies in support of the same. (o) Either Bridgestone or ITI shall have entered into an employment contract with Xxxx X. Xxxx, together with any other personnel who might be essential to the operations of ITI, such contracts to be satisfactory to the parties, and, if the contract be with ITI, that Bridgestone shall have ratified, adopted and confirmed the contract. (p) Each of the Founding Stockholders shall have tendered his or her stock certificate or certificates to Bridgestone, endorsed in blank, to permit the transfer of the Founder's Exchange Stock at Closing as contemplated by Section 2(b). (q) Either Bridgestone or ITI shall have entered into a consulting agreement affecting with Xxxxxx Xxxxx, such agreement to be satisfactory to the Property parties, and, if the agreement be with ITI, that Bridgestone shall have ratified, adopted and confirmed the agreement. (r) Either Bridgestone or ITI shall have entered into a consulting agreement with Xxxxxx X. Xxxxxx, such agreement to be satisfactory to the parties, and, if the agreement be with ITI, that Bridgestone shall have ratified, adopted and confirmed the agreement. (s) Bridgestone shall be terminated by Seller satisfied that it is highly likely that ITI shall obtain an equity capital infusion of at least $2,800,000 within 15 business days following the Closing, and any and all termination fees incurred such other infusions as a result thereof shall be sufficient to meet ITI's working-capital needs in the sole obligation of Seller180-day period immediately following the Closing. 9.4. Seller (t) ITI shall have completed granted to the construction of the Parking GarageFounding Stockholders a right to participate in any equity-capital financing, in accordance with the plans and specifications previously delivered other than an offering pursuant to Buyer and in compliance with all applicable building permits, legal requirements, and requirements of the Lease. Seller shall have paid all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such 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 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 registration statement declared effective by the Closing DateU.S. Securities and Exchange Commission, this Agreement shall be canceled and that ITI might undertake prior to the Deposit shall be returned to Buyer and neither party shall have any further liability hereunderfirst anniversary of closing.