Common use of INDEX OF SCHEDULES Clause in Contracts

INDEX OF SCHEDULES. Schedule A: Contributed Properties and Contributed Property Values and DB Properties and DB Property Values Schedule B: Contribution Structure Chart Schedule C: Name Use Rights of Contributed Properties Schedule D: Title Objections Schedule 3.1(c): Title Insurance Commitments Schedule 4.4: Consents and Approvals Required for Contribution Transactions Schedule 5.2: Ownership of Contributed Entities Schedule 5.3 EL Consents and Approvals re: Org Docs, Loan Docs, Contracts, Permits and Laws Schedule 5.4: Subsidiaries of Contributed Entities Schedule 5.5: Undisclosed Liabilities Schedule 5.8(c)(i): Rent Rolls for Contributed Properties Schedule 5.8(c)(ii): Lease Defaults for Contributed Properties Schedule 5.8(d): Rights and Options for Contributed Properties Schedule 5.8(e): Certain Impairments to Contributed Properties Schedule 5.8(f): Certain Tax Matters for Contributed Properties Schedule 5.9: Leased FF&E for Contributed Properties Schedule 5.10: Non-Terminable Contracts for Contributed Properties Schedule 5.11: Litigation for Contributed Properties Schedule 5.14: Construction Contracts for Contributed Properties Schedule 5.15: Loan Documents for Contributed Properties Schedule 5.20: Condition of Properties Schedule 6.5: Ownership of ATA Holdings Schedule 6.29 ATA Consents and Approvals re: Org Docs, Loan Docs, Contracts, Permits and Laws Schedule 7.3(b)(vi): Required Capital Improvements for Contributed Properties Schedule 7.4(c)(iii) Properties Subject to a Refinancing Schedule 9.2(l): REIT Ownership Limit Waiver Recipients Schedule 12.12(b)(ii) Knowledge Parties Exhibit A-1: Form of Property Contribution Agreement Exhibit A-2: Form of Interest Contribution Agreement Exhibit B: Executed Form of DB Contribution Agreement Exhibit C: Executed Form of Cash Investment Agreement Exhibit D: Form of Loan Indemnification Agreement Exhibit E: Form of Audit Inquiry Letter Exhibit F: Form of Registration Rights Agreement Exhibit G: Form of Tax Protection Agreement Exhibit H: Form of Third Amendment to Partnership Agreement Exhibit I-1: Form of Fourth Articles of Amendment to ATA Charter Exhibit I-2: Form of Certificate of Amendment to ATA Holdings Certificate of Limited Partnership Exhibit J: Form of Corporate Governance Agreement Exhibit K: Form of Employment Agreement (Xxxxxxx) Exhibit L-1: Form of Employment Agreement (Remppies) Exhibit L-2 Form of Employment Agreement (Xxxxx) Exhibit M: Form of Employment Agreement (Lubeck) Exhibit N: Form of Advisor Termination Agreement Exhibit O: Form of Support Services Agreement Exhibit P: Form of REIT Ownership Limit Waiver Exhibit Q: Form of Opinion of Tax Counsel to ATA Parties Exhibit R: Form of Escrow Agreement Exhibit S Form of Amendment to ATA Bylaws

INDEX OF SCHEDULES. Schedule A: Contributed Properties 1.01(a) Allocation of Loans and Contributed Property Values and DB Properties and DB Property Values Schedule B: Contribution Structure Chart Schedule C: Name Use Rights of Contributed Properties Schedule D: Title Objections Schedule 3.1(c): Title Insurance Commitments Schedule 4.4: Consents and Approvals Required for Contribution Transactions 1.01(c) Reducing Revolving Credit Note Schedule 5.2: Ownership 1.02 Letter of Contributed Entities Credit Request Schedule 5.3 EL Consents and Approvals re: Org Docs, 1.04(a) Loan Docs, Contracts, Permits and Laws Request Schedule 5.4: Subsidiaries of Contributed Entities 1.04(d) Interest Rate Option Notice Schedule 5.5: Undisclosed Liabilities 1.06 Commitment Reduction Notice Schedule 5.8(c)(i): Rent Rolls for Contributed Properties 2.01(a) Exceptions to Security Schedule 5.8(c)(ii): Lease Defaults for Contributed Properties Schedule 5.8(d): Rights and Options for Contributed Properties Schedule 5.8(e): Certain Impairments to Contributed Properties Schedule 5.8(f): Certain Tax Matters for Contributed Properties Schedule 5.9: Leased FF&E for Contributed Properties Schedule 5.10: Non-Terminable Contracts for Contributed Properties Schedule 5.11: Litigation for Contributed Properties Schedule 5.14: Construction Contracts for Contributed Properties Schedule 5.15: Loan Documents for Contributed Properties Schedule 5.20: Condition of Properties Schedule 6.5: Ownership of ATA Holdings Schedule 6.29 ATA Consents and Approvals re: Org Docs, Loan Docs, Contracts, Permits and Laws Schedule 7.3(b)(vi): Required Capital Improvements for Contributed Properties Schedule 7.4(c)(iii2.01(b) Properties Subject to a Refinancing Schedule 9.2(l): REIT Ownership Limit Waiver Recipients Schedule 12.12(b)(ii) Knowledge Parties Exhibit A-1: Form of Property Contribution Seller Subordination Agreement Exhibit A-2: Schedule 2.02 Sources and Uses of Proceeds Schedule 3.01 Omnibus Officer's Certificate(s) and Compliance Certificate/Closing Schedule 3.02(d) Officer's Certificate/Acquisition Loans Schedule 3.02(g)(i) Form of Interest Contribution Agreement Exhibit B: Executed General Counsel Opinion/Acquisition Loans Schedule 3.02(g)(ii) Forms of FCC Counsel Opinion/Acquisition Loans Schedule 3.02(g)(iii) Form of DB Contribution Agreement Exhibit C: Executed Local Counsel Opinion/Acquisition Loans Schedule 4.01(a) Financial Statements Schedule 4.01(b) Opening Balance Sheet Schedule 4.02 Organization, Qualification, Etc. Schedule 4.04 Governmental and Other Consents Schedule 4.05 Litigation Schedule 4.07 CATV Franchises Schedule 4.08 FCC Licenses Schedule 4.10 Rate Regulation Schedule 4.12 DBS Agreements and Service Areas Schedule 4.13 Head-End and Tower Site Leases, Etc. Schedule 4.14 Interests in Other Businesses Schedule 4.19 Pension Plans Schedule 4.20 Material Agreements Schedule 4.21 Projections Schedule 4.23 Capitalization Schedule 4.24 Environmental Compliance Schedule 6.05 Compliance Certificate Schedule 7.01 Indebtedness Schedule 7.02 Liens Schedule 11.01(a) Officer's Certificate/Permitted Acquisitions Schedule 11.01(b) Form of Cash Investment Agreement Exhibit D: General Counsel Opinion/Permitted Acquisitions Schedule 11.01(c) Form of Loan Indemnification Agreement Exhibit E: FCC Counsel Opinion/Permitted Acquisitions Schedule 11.01(d) Form of Audit Inquiry Letter Exhibit F: Local Counsel Opinion/Permitted Acquisitions Schedule 13 Form of Registration Rights Agreement Exhibit G: Form Assignment and Acceptance CREDIT AGREEMENT AGREEMENT dated as of Tax Protection Agreement Exhibit H: Form December 9, 1997, by and among the financial institutions which are now, or in accordance with Article XIII hereafter become, parties hereto (collectively, the "Lenders" and each individually, a "Lender"); BANKERS TRUST COMPANY, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Agent"); and PEGASUS MEDIA & COMMUNICATIONS, INC., a Delaware corporation (the "Borrower") and a wholly owned subsidiary of Third Amendment to Partnership Agreement Exhibit I-1: Form Pegasus Communications Corporation, a Delaware corporation (the "Parent"). Certain capitalized terms used herein without definition are defined in Article XI of Fourth Articles of Amendment to ATA Charter Exhibit I-2: Form of Certificate of Amendment to ATA Holdings Certificate of Limited Partnership Exhibit J: Form of Corporate Governance Agreement Exhibit K: Form of Employment Agreement (Xxxxxxx) Exhibit L-1: Form of Employment Agreement (Remppies) Exhibit L-2 Form of Employment Agreement (Xxxxx) Exhibit M: Form of Employment Agreement (Lubeck) Exhibit N: Form of Advisor Termination Agreement Exhibit O: Form of Support Services Agreement Exhibit P: Form of REIT Ownership Limit Waiver Exhibit Q: Form of Opinion of Tax Counsel to ATA Parties Exhibit R: Form of Escrow Agreement Exhibit S Form of Amendment to ATA Bylawsthis Agreement.

INDEX OF SCHEDULES. Schedule A: Contributed Properties 1.1 Capital Leases Schedule 2.4 Excluded Assets Schedule 3.3 Subsidiaries and Contributed Stock Investments Schedule 3.6 Government Authorization Schedule 3.7(a) Capital Expenditures Program Schedule 3.7(b) Other Material Indebtedness, Obligations or Other Liabilities Schedule 3.8 Powers of Attorney Schedule 3.9 Seller Brokers Schedule 3.10(a) Government Investigations Schedule 3.10(b) Notices of Non-Compliance Schedule 3.10(c) Business Not Conducted in Compliance with the Law Schedule 3.11(a) Insurance Policies Schedule 3.11(b) Worker’s Compensation Claims Schedule 3.12(a) Litigation Schedule 3.12(b) Material Orders, Judgments, Injunctions and Decrees Schedule 3.13(a) Missing Approvals for the Operation of the Business Schedule 3.13(b) Compliance with Government Approvals Schedule 3.13(c) Suspension or Cancellation of Approvals Schedule 3.13(d) Material Approvals Required Schedule 3.14(a) Labor Matters Schedule 3.14(d) NLRA Actions Schedule 3.15(a) Employee Benefit Plans Schedule 3.15(e) Severance or Accelerated Compensation Schedule 3.15(i)(1) Full Time Employees Schedule 3.15(i)(2) Employees with Employment Agreements Schedule 3.16(a)(1) Owned Real Property Values and DB Properties and DB Schedule 3.16(a)(2) Real Property Values Leases Schedule B: Contribution Structure Chart 3.16(a)(3) Real Property Leases Not in Effect Schedule C: Name Use 3.16(a)(4) Real Property Leases Breached or in Default Schedule 3.16(c) Real Property Options or Rights of Contributed Properties First Refusal Schedule D: Title Objections 3.16(d) Notices of Condemnation Schedule 3.1(c): Title Insurance 3.16(f)(i) Third Party Leases Schedule 3.16(f)(ii) Third Party Real Property Leases not in Full Force and Effect Schedule 3.16(g) Notice of Violations Related to Real Property Schedule 3.17(c) Tax Audits Schedule 3.17(d) 481(a) Adjustments Schedule 3.18 Contracts and Commitments Schedule 4.4: Consents and Approvals Required for Contribution Transactions 3.18(k) Contracts in Excess of $100,000 Schedule 5.2: Ownership of Contributed Entities Schedule 5.3 EL Consents and Approvals re: Org Docs, Loan Docs, Contracts, Permits and 3.19(a) Environmental Laws Schedule 5.4: Subsidiaries 3.19(b) Environmental Claims Schedule 3.20(a) Patents, Trademarks, Copyrights and Software Schedule 3.20(b) Intellectual Property Violations Schedule 3.21(a) Related Party Assets Schedule 3.21(b) Related Party Contracts Schedule 3.23 Water Rights Schedule 4.7 Buyer Brokers Schedule 9.5 Extraordinary Actions Schedule 9.6(g) Licenses Schedule 9.7 Use of Contributed Entities Names Schedule 5.5: Undisclosed Liabilities Schedule 5.8(c)(i): Rent Rolls 9.14 New Reservoir Property This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of November __, 2015 (the “Effective Date”), by and among XXXX XXXXXXX, XXXXXXX X. XXXXXXX, XXXXX XXXXXXX, XXXX XXXXXXX, and XXXXX XXXXXXX-XXXXXXXXXX (each a “Seller” and together “Sellers”), and PEAK RESORTS, INC., a Missouri corporation (“Buyer”), for Contributed Properties Schedule 5.8(c)(ii): Lease Defaults for Contributed Properties Schedule 5.8(d): Rights the sale and Options for Contributed Properties Schedule 5.8(e): Certain Impairments purchase of all of the outstanding capital stock (the “Stock”) of each of Hunter Mountain Ski Bowl, Inc., Hunter Mountain Festivals, Ltd., Hunter Mountain Rentals, Inc., Hunter Resort Vacations, Inc., Hunter Mountain Base Lodge, Inc., and Frosty Land, Inc. (each a “Company” and collectively the “Companies”). Sellers and Buyer may hereinafter be referred to Contributed Properties Schedule 5.8(f): Certain Tax Matters for Contributed Properties Schedule 5.9: Leased FF&E for Contributed Properties Schedule 5.10: Non-Terminable Contracts for Contributed Properties Schedule 5.11: Litigation for Contributed Properties Schedule 5.14: Construction Contracts for Contributed Properties Schedule 5.15: Loan Documents for Contributed Properties Schedule 5.20: Condition of Properties Schedule 6.5: Ownership of ATA Holdings Schedule 6.29 ATA Consents and Approvals re: Org Docs, Loan Docs, Contracts, Permits and Laws Schedule 7.3(b)(vi): Required Capital Improvements for Contributed Properties Schedule 7.4(c)(iii) Properties Subject to as a Refinancing Schedule 9.2(l): REIT Ownership Limit Waiver Recipients Schedule 12.12(b)(ii) Knowledge Parties Exhibit A-1: Form of Property Contribution Agreement Exhibit A-2: Form of Interest Contribution Agreement Exhibit B: Executed Form of DB Contribution Agreement Exhibit C: Executed Form of Cash Investment Agreement Exhibit D: Form of Loan Indemnification Agreement Exhibit E: Form of Audit Inquiry Letter Exhibit F: Form of Registration Rights Agreement Exhibit G: Form of Tax Protection Agreement Exhibit H: Form of Third Amendment to Partnership Agreement Exhibit I-1: Form of Fourth Articles of Amendment to ATA Charter Exhibit I-2: Form of Certificate of Amendment to ATA Holdings Certificate of Limited Partnership Exhibit J: Form of Corporate Governance Agreement Exhibit K: Form of Employment Agreement (Xxxxxxx) Exhibit L-1: Form of Employment Agreement (Remppies) Exhibit L-2 Form of Employment Agreement (Xxxxx) Exhibit M: Form of Employment Agreement (Lubeck) Exhibit N: Form of Advisor Termination Agreement Exhibit O: Form of Support Services Agreement Exhibit P: Form of REIT Ownership Limit Waiver Exhibit Q: Form of Opinion of Tax Counsel to ATA Parties Exhibit R: Form of Escrow Agreement Exhibit S Form of Amendment to ATA Bylaws“Party” or the “Parties”).

INDEX OF SCHEDULES. Schedule A: Contributed Properties SCHEDULE A Remaining Businesses and Contributed Territory SCHEDULE B Seller's Intellectual Property Values and DB Properties and DB Rights SCHEDULE 2.2 UK Loan SCHEDULE 2.4 IT Hardware SCHEDULE 2.6 UK-Shares transfer form SCHEDULE 2.8 List of contracts to be transferred with approval of contractual partner SCHEDULE 5.1 Inter-company liabilities SCHEDULE 5.2.1 Certain Inter-company loans SCHEDULE 6.2.2 Claims which may be assigned to Seller SCHEDULE 7.1 Group Companies to change business year SCHEDULE 7.4.4 Statement on termination of inter-company liabilities SCHEDULE 7.4.6 Cross-receipt SCHEDULE 7.4.7 Leverkusen Lease Agreement SCHEDULE 8.1.1(II) Pre-emptive Rights etc. in relation to Group Shares SCHEDULE 8.1.3(I)-1 List of Owned Real Property Values Schedule B: Contribution Structure Chart Schedule C: Name Use SCHEDULE 8.1.3(I)-2 Excerpts of the land registers relating to Owned Real Property SCHEDULE 8.1.3(II) List of Leased Real Property SCHEDULE 8.1.3(IV) List regarding condition of Owned Real Property SCHEDULE 8.1.4(I) Repair/maintenance of Material Assets SCHEDULE 8.1.4(III) Material Contracts SCHEDULE 8.1.5(I) List of certain intellectual property rights SCHEDULE 8.1.5(II)-(1) Dispute in relation to Intellectual Property Rights of Contributed Properties Schedule D: Title Objections Schedule 3.1(c): Title Insurance Commitments Schedule 4.4: Consents and Approvals Required for Contribution Transactions Schedule 5.2: Ownership of Contributed Entities Schedule 5.3 EL Consents and Approvals re: Org Docs, Loan Docs, Contracts, SCHEDULE 8.1.5(II)-(2) Potential Third Party Disputes in relation to Intellectual Property Rights SCHEDULE 8.1.5(IV) Licensed Intellectual Property Rights SCHEDULE 8.1.6(II) Information on Relevant Employees SCHEDULE 8.1.6(III) Labour disputes SCHEDULE 8.1.6(VII) Key Employees SCHEDULE 8.1.8(I) Legal Disputes Exceeding EUR 100,000 SCHEDULE 8.1.8(II) Product liability disputes SCHEDULE 8.1.9(II) Proceedings in relation to Public Law Permits and Laws Environmental Claims SCHEDULE 8.1.10(I) Contingent Liabilities SCHEDULE 8.3-(1) Persons whose knowledge is decisive for Seller's Best Knowledge SCHEDULE 8.3-(2) Persons to be enquired by persons listed in Schedule 5.4: Subsidiaries of Contributed Entities Schedule 5.5: Undisclosed Liabilities Schedule 5.8(c)(i): Rent Rolls for Contributed Properties Schedule 5.8(c)(ii): Lease Defaults for Contributed Properties Schedule 5.8(d): Rights and Options for Contributed Properties Schedule 5.8(e): Certain Impairments to Contributed Properties Schedule 5.8(f): Certain Tax Matters for Contributed Properties Schedule 5.9: Leased FF&E for Contributed Properties Schedule 5.10: Non-Terminable Contracts for Contributed Properties Schedule 5.11: Litigation for Contributed Properties Schedule 5.14: Construction Contracts for Contributed Properties Schedule 5.15: Loan Documents for Contributed Properties Schedule 5.20: Condition of Properties Schedule 6.5: Ownership of ATA Holdings Schedule 6.29 ATA Consents and Approvals re: Org Docs, Loan Docs, Contracts, Permits and Laws Schedule 7.3(b)(vi): Required Capital Improvements for Contributed Properties Schedule 7.4(c)(iii8.3-(1) Properties Subject to a Refinancing Schedule 9.2(l): REIT Ownership Limit Waiver Recipients Schedule 12.12(b)(ii) Knowledge Parties Exhibit A-1: Form of Property Contribution Agreement Exhibit A-2: Form of Interest Contribution Agreement Exhibit B: Executed Form of DB Contribution Agreement Exhibit C: Executed Form of Cash Investment Agreement Exhibit D: Form of Loan Indemnification Agreement Exhibit E: Form of Audit Inquiry Letter Exhibit F: Form of Registration Rights Agreement Exhibit G: Form of Tax Protection Agreement Exhibit H: Form of Third Amendment to Partnership Agreement Exhibit I-1: Form of Fourth Articles of Amendment to ATA Charter Exhibit I-2: Form of Certificate of Amendment to ATA Holdings Certificate of Limited Partnership Exhibit J: Form of Corporate Governance Agreement Exhibit K: Form of Employment Agreement (Xxxxxxx) Exhibit L-1: Form of Employment Agreement (Remppies) Exhibit L-2 Form of Employment Agreement (Xxxxx) Exhibit M: Form of Employment Agreement (Lubeck) Exhibit N: Form of Advisor Termination Agreement Exhibit O: Form of Support Services Agreement Exhibit P: Form of REIT Ownership Limit Waiver Exhibit Q: Form of Opinion of Tax Counsel to ATA Parties Exhibit R: Form of SCHEDULE 9.10 Escrow Agreement Exhibit S Form of Amendment to ATA BylawsSCHEDULE 13.1 Provisional Supply Agreements SCHEDULE 13.4 IP-Agreement

INDEX OF SCHEDULES. Schedule A: Contributed Properties 2.1(a) Stock Ownership Schedule 3.1 Organization and Contributed Property Values and DB Properties and DB Property Values Corporate Power Schedule B: Contribution Structure Chart Schedule C: Name Use Rights 3.2 Authorization of Contributed Properties Schedule D: Title Objections Schedule 3.1(c): Title Insurance Commitments Schedule 4.4: Consents and Approvals Required for Contribution Transactions Schedule 5.2: Ownership 3.3 Capitalization Schedule 3.4 Subsidiaries Schedule 3.5 Financial Statements Schedule 3.6 Absence of Contributed Entities Schedule 5.3 EL Consents and Approvals re: Org Docs, Loan Docs, Contracts, Permits and Laws Schedule 5.4: Subsidiaries of Contributed Entities Schedule 5.5: Undisclosed Liabilities Schedule 5.8(c)(i): Rent Rolls for Contributed Properties 3.7 Absence of Certain Developments Schedule 5.8(c)(ii): Lease Defaults for Contributed Properties 3.8(b) Real Property Leases and Subleases Schedule 5.8(d): 3.8(c) Personal Property Schedule 3.9 Taxes Schedule 3.10 Contracts and Commitments Schedule 3.11(a) Computer Software and Proprietary Rights and Options for Contributed Properties Schedule 5.8(e): Certain Impairments to Contributed Properties 3.11(b) Third Party Software, Development Software, IT Software Schedule 5.8(f): Certain Tax Matters for Contributed Properties Schedule 5.9: Leased FF&E for Contributed Properties Schedule 5.10: 3.11(c) Computer Non-Terminable Contracts for Contributed Properties Proprietary Rights Schedule 5.11: Litigation for Contributed Properties 3.11(d) Infringed Third Party Proprietary Rights Schedule 5.14: Construction Contracts for Contributed Properties 3.11(e) Loss or Expiration of Company Proprietary Rights Schedule 5.15: Loan Documents for Contributed Properties 3.11(f) Third Party Infringement on Company Proprietary Rights Schedule 5.20: Condition 3.11(g) Open Source Software and Freeware Schedule 3.11(h) Disclosure of Properties Company Software Schedule 6.5: Ownership 3.11(i) Company Software Development and/or Acquisition Schedule 3.11(j) Possession of ATA Holdings Source Code and Object Code Schedule 6.29 ATA Consents 3.12 Litigation; Proceedings Schedule 3.13 Brokerage (Company) Schedule 3.14 Governmental Licenses and Approvals re: Org Docs, Loan Docs, Contracts, Permits Schedule 3.15(a) Employees Schedule 3.15(b) Agreements Requiring Additional Payments Schedule 3.16 Employee Benefit Plans Schedule 3.17 Insurance Schedule 3.18 Officers and Directors; Bank Accounts Schedule 3.19 Affiliate Transactions Schedule 3.20 Compliance With Laws Schedule 7.3(b)(vi): Required Capital Improvements for Contributed Properties 3.21 Environmental Matters Schedule 7.4(c)(iii3.22 Indebtedness Schedule 3.23 Certifications Schedule 3.24 Customers Schedule 3.25 Suppliers Schedule 3.26 Title to Assets Schedule 3.27 Accounts Receivable Schedule 4.3 Shares THIS STOCK PURCHASE AGREEMENT (this “Agreement”) Properties Subject is made as of March 8th, 2018, to be effective as of the Effective Date, by and among TruFood Provisions Co., a Refinancing Schedule 9.2(l): REIT Ownership Limit Waiver Recipients Schedule 12.12(b)(ii) Knowledge Parties Exhibit A-1: Form of Property Contribution Delaware corporation (the “Company”), Device Corp, a Delaware corporation (“Seller”), and US Highland, Inc., an Oklahoma corporation (“Buyer”). The Company, Seller and Buyer are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used in this Agreement Exhibit A-2: Form of Interest Contribution Agreement Exhibit B: Executed Form of DB Contribution Agreement Exhibit C: Executed Form of Cash Investment Agreement Exhibit D: Form of Loan Indemnification Agreement Exhibit E: Form of Audit Inquiry Letter Exhibit F: Form of Registration Rights Agreement Exhibit G: Form of Tax Protection Agreement Exhibit H: Form of Third Amendment without definition shall have the meaning given to Partnership Agreement Exhibit I-1: Form of Fourth Articles of Amendment to ATA Charter Exhibit I-2: Form of Certificate of Amendment to ATA Holdings Certificate of Limited Partnership Exhibit J: Form of Corporate Governance Agreement Exhibit K: Form of Employment Agreement (Xxxxxxx) Exhibit L-1: Form of Employment Agreement (Remppies) Exhibit L-2 Form of Employment Agreement (Xxxxx) Exhibit M: Form of Employment Agreement (Lubeck) Exhibit N: Form of Advisor Termination Agreement Exhibit O: Form of Support Services Agreement Exhibit P: Form of REIT Ownership Limit Waiver Exhibit Q: Form of Opinion of Tax Counsel to ATA Parties Exhibit R: Form of Escrow Agreement Exhibit S Form of Amendment to ATA Bylawssuch terms in Article I hereof.

INDEX OF SCHEDULES. Schedule A: Contributed Properties and Contributed Property Values and DB Properties and DB Property Values 1.1(a) - Excluded Assets Schedule B: Contribution Structure Chart 1.1(b) - Calculation of Indebtedness Schedule C: Name Use Rights 2.1 - Allocation of Contributed Properties Purchase Price Schedule D: Title Objections 2.4(b)(v) - Managers to Resign Schedule 3.1(c): Title Insurance Commitments 2.4(b)(xiii) Incentive Plans to be Terminated Schedule 4.4: Consents and Approvals Required for Contribution Transactions 3.3 - Capitalization Schedule 5.2: Ownership of Contributed Entities 3.4(b) - Accounts Receivable Schedule 5.3 EL Consents and Approvals re: Org Docs, Loan Docs, Contracts, Permits and Laws 3.4(c) - Inventory Schedule 5.4: Subsidiaries of Contributed Entities Schedule 5.5: 3.5 - Undisclosed Liabilities Schedule 5.8(c)(i): Rent Rolls for Contributed 3.6 - Absence of Certain Developments Schedule 3.7(a) - Owned Properties Schedule 5.8(c)(ii): Lease Defaults for Contributed 3.7(b) - Leased Properties Schedule 5.8(d): 3.7(c) - Exception to Title to Personal Property Schedule 3.7(e) - Equipment Schedule 3.8 - Tax Returns Schedule 3.9 - Contracts and Commitments Schedule 3.10 - Transferred Proprietary Rights Schedule 3.11 - Actions or Governmental Orders Schedule 3.13 - Licenses Schedule 3.14(a) - Employee Matters Schedule 3.14(b) - Additional Compensation Arrangements Schedule 3.15 - Employee Benefit Plans Schedule 3.16 - Insurance Policies Schedule 3.17 - Officers and Options for Contributed Properties Managers; Bank Accounts Schedule 5.8(e): Certain Impairments to Contributed Properties 3.18 - Affiliate Transactions Schedule 5.8(f): Certain Tax Matters for Contributed Properties Schedule 5.9: Leased FF&E for Contributed Properties Schedule 5.10: Non-Terminable Contracts for Contributed Properties Schedule 5.11: Litigation for Contributed Properties Schedule 5.14: Construction Contracts for Contributed Properties Schedule 5.15: Loan Documents for Contributed Properties Schedule 5.20: Condition of Properties Schedule 6.5: Ownership of ATA Holdings Schedule 6.29 ATA Consents and Approvals re: Org Docs, Loan Docs, Contracts, Permits and 3.19 - Compliance with Laws Schedule 7.3(b)(vi): Required 3.20 - Environmental Matters Schedule 3.21 - Outstanding Indebtedness Schedule 3.22 - Estimated Permitted Capital Improvements for Expenditures Schedule 3.23 - Customers Schedule 3.24 - Suppliers Schedule 4.4 - Owners of Companies Membership Interests Schedule 6.2(g) Indemnification Matters Schedule 7.13(a) - Transition Services Provided by Sellers Schedule 7.13(b) - Transition Services Provided by Buyers Schedule 7.15 Contributed Properties Schedule 7.4(c)(iii) Properties Subject to a Refinancing Schedule 9.2(l): REIT Ownership Limit Waiver Recipients Schedule 12.12(b)(ii) Knowledge Parties Exhibit A-1: Form of Property Contribution Agreement Exhibit A-2: Form of Interest Contribution Agreement Exhibit B: Executed Form of DB Contribution Agreement Exhibit C: Executed Form of Cash Investment Agreement Exhibit D: Form of Loan Indemnification Agreement Exhibit E: Form of Audit Inquiry Letter Exhibit F: Form of Registration Rights Agreement Exhibit G: Form of Tax Protection Agreement Exhibit H: Form of Third Amendment to Partnership Agreement Exhibit I-1: Form of Fourth Articles of Amendment to ATA Charter Exhibit I-2: Form of Certificate of Amendment to ATA Holdings Certificate of Limited Partnership Exhibit J: Form of Corporate Governance Agreement Exhibit K: Form of Employment Agreement (Xxxxxxx) Exhibit L-1: Form of Employment Agreement (Remppies) Exhibit L-2 Form of Employment Agreement (Xxxxx) Exhibit M: Form of Employment Agreement (Lubeck) Exhibit N: Form of Advisor Termination Agreement Exhibit O: Form of Support Services Agreement Exhibit P: Form of REIT Ownership Limit Waiver Exhibit Q: Form of Opinion of Tax Counsel to ATA Parties Exhibit R: Form of Escrow Agreement Exhibit S Form of Amendment to ATA BylawsProprietary Rights