Common use of Items to be Delivered at Closing Clause in Contracts

Items to be Delivered at Closing. (a) At Closing, Seller shall deliver to Buyer the following: (i) The Deeds. Each of the Deeds shall be substantially in the form attached hereto as Exhibit G-1. (ii) The Bills of Sale. Each of the Bills of Sale shall be substantially in the form attached hereto as Exhibit G-2. (iii) Assignments in the form of Exhibits G-3 and G-4, respectively, of the Tenant Leases and the Service Agreements designated on Exhibit D to be assigned to Buyer, duly executed and acknowledged by Seller and in proper form for recording, assigning to Buyer all of the lessor's and Seller's rights, title and interest in the Tenant Leases and such Service Agreements; together with all correspondence between Seller and the Tenants; an original executed copy of each of the Tenant Leases and each such Service Agreement; a letter in the form of Exhibit G-5 duly executed by Seller, addressed to each of the Tenants and other parties under the Service Agreements informing it of the assignments. Seller shall also deliver to Buyer at Closing evidence of Seller's termination of those Service Agreements not assigned to Buyer and payment of all sums owing to the parties to such Service Agreements. (iv) An assignment in the form of Exhibit G-6, duly executed and acknowledged by Seller, of (and delivery to Buyer of originals or copies of): all permanent certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the Property; all fees, escrow and/or security funds, deposits and other sums heretofore paid by Seller to any governmental authority in connection with the Property; all certificates issued by the local Board of Fire Underwriters (or other body exercising similar functions); all plans, specifications and project manuals for the Property in Seller's possession; and all guarantees, bonds and warranties with respect to the Property (together with original counterparts of such instruments). (v) An original counterpart of each of the Tenant Estoppel Certificates and each of the SNDAs; and an original counterpart of each of the required Tenant Option Waivers and Tenant Right of First Refusal Waivers. (vi) Such resolutions and certificates as the Title Company shall require to evidence the due authorization of the execution and performance of this Agreement and the documents to be delivered pursuant hereto; and all affidavits, indemnities and other agreements required by the Title Company to permit it to issue to Buyer the Owner's Policy of Title Insurance required pursuant to Section 5(a). (vii) A statement, certified by Seller (and accompanied with all relevant back-up documentation) setting forth all information necessary or required to permit Buyer to calculate and collect after Closing all payments of additional rent and other charges due under the Tenant Leases. (viii) All proper instruments for the conveyance of the awards referred to in Sections 1(a), 1(b) and 12. (ix) A Uniform Commercial Code search against Seller, as debtor, in the relevant offices of the State in which the Property is located and the County in which the Property is located, revealing no security interests or liens on the Personal Property, or releases of any which are disclosed. (x) Duplicate copies of all books, records and operating reports in Seller's possession which are necessary to insure continuity of operation of the Property. (xi) An original executed counterpart of each of the Broker Confirmation Letters. (xii) A Guaranty Agreement in the form attached hereto as Exhibit C wherein Seller shall guaranty to Buyer the obligations of American Home Ensembles to pay all rent due under its lease for a period of 12 months from and after the Closing Date. (xiii) Any other documents required to be delivered by Seller pursuant to any other provisions of this Agreement.

Items to be Delivered at Closing. (a) At the Closing, and subject to the terms and conditions contained in this Agreement, Seller shall deliver deliver, or cause to be delivered, to Buyer the following: (i) The Deeds. Each of the Deeds shall be substantially in the form attached hereto as Exhibit G-1.Equity Interests, duly endorsed for transfer to Buyer; (ii) The Bills of Sale. Each of the Bills of Sale shall be substantially in the form attached hereto as Exhibit G-2. (iii) Assignments in the form of Exhibits G-3 and G-4, respectively, of the Tenant Leases and the Service Agreements designated on Exhibit D to be assigned to Buyer, duly executed and acknowledged by Seller and in proper form for recording, assigning to Buyer all of the lessor's and Seller's rights, title and interest in the Tenant Leases and such Service Agreements; together with all correspondence between Seller and the Tenants; an original executed copy of each of the Tenant Leases and each such Service Agreement; a letter in the form of Exhibit G-5 duly executed by Seller, addressed to each of the Tenants and other parties under the Service Agreements informing it of the assignments. Seller shall also deliver to Buyer at Closing evidence of Seller's termination of those Service Agreements not assigned to Buyer and payment possession of all sums owing to the parties to such Service Agreements. (iv) An assignment in the form of Exhibit G-6agreements, duly executed and acknowledged by SellerContracts, of (and delivery to Buyer of originals or copies of): all permanent certificates of occupancy and all other customer prospect lists, commitments, leases, plans, bids, quotations, proposals, licenses, permits, authorizations, consentsinstruments, certificates manuals and approvals required by all governmental authorities having jurisdiction over the Property; all feesguidebooks, escrow and/or security fundsprice books and price lists, deposits customer and subscriber lists, supplier lists, sales records, files, correspondence, and other sums heretofore paid documents, books, records, papers, files and data belonging to Apptix and used in the operation of the Business, which will be deemed accomplished by the delivery of a CD containing the contents of the electronic data room for the transaction in accordance with Section 5.10; (iii) resignations of the directors and officers of Apptix pursuant to Section 5.2; (iv) the Flow of Funds Memorandum executed by Seller to any governmental authority in connection with and Apptix; (v) payoff letters and evidence of the Property; release of all certificates issued by the local Board of Fire Underwriters (or other body exercising similar functions); all plans, specifications and project manuals for the Property in Seller's possession; and all guarantees, bonds and warranties Encumbrances with respect to the Property (together with original counterparts of such instrumentsIndebtedness to be paid on the Closing Date pursuant to Section 2.3(c). (v) An original counterpart of each of the Tenant Estoppel Certificates and each of the SNDAs; and an original counterpart of each of the required Tenant Option Waivers and Tenant Right of First Refusal Waivers.; (vi) Such resolutions (A) certificates of good standing with respect to Apptix issued by the State of Florida and each state in which Apptix is qualified as a foreign corporation to conduct business, in each case dated no earlier than twenty (20) days prior to the Closing Date; and (B) bring down certificates of good standing with respect to Apptix issued by the State of Florida and the top seven (7) states from which Apptix received the highest amounts of revenue for fiscal year 2015, in each case dated no earlier than six (6) days prior to the Closing Date; (vii) a certificate, dated the Closing Date, signed by the Secretary of Seller, certifying as to (A) the Title Company shall require to evidence good standing of Apptix (with a good standing certificate from the State of Florida for Apptix), (B) due authorization of the execution and performance of this Agreement and the Transactions (with resolutions attached), (C) true and correct attached copies of the charter documents of Seller and Apptix, and (D) the incumbency of all signatories to be any document or instrument delivered pursuant hereto; by Seller in connection with the Transactions and all affidavits, indemnities their respective authority to execute and deliver this Agreement and the other agreements required by and documents contemplated hereby and the Title Company to permit it to issue to Buyer the Owner's Policy of Title Insurance required pursuant to Section 5(a). (vii) A statement, certified by Seller (and accompanied with all relevant back-up documentation) setting forth all information necessary or required to permit Buyer to calculate and collect after Closing all payments of additional rent and other charges due under the Tenant Leases.Transactions; (viii) All proper instruments for the conveyance of the awards referred to in Sections 1(a), 1(b) and 12.Registration Rights Agreement executed by Seller; (ix) A Uniform Commercial Code search against Seller, as debtor, in the relevant offices of the State in which the Property is located and the County in which the Property is located, revealing no security interests or liens on the Personal Property, or releases of any which are disclosed.FIRPTA Statement; and (x) Duplicate copies of all books, records and operating reports in the Escrow Letter executed by Seller's possession which are necessary to insure continuity of operation of the Property. (xib) An original At the Closing, and subject to the terms and conditions contained in this Agreement, Buyer and Fusion shall deliver, or cause to be delivered, to Seller, and the Law Firm in the case of the Instruction Letter, the following: (i) the Closing Purchase Price and the other Closing payments in accordance with Section 2.3(c) hereof; (ii) the Instruction Letter addressing delivery of certificates evidencing the Share Purchase Price; (iii) a certificate, dated the Closing Date, signed by the President and Chief Operating Officer of Buyer, certifying as to (i) due authorization of this Agreement and the Transactions (with resolutions of Buyer and Fusion attached), (ii) true and correct attached copies of the charter documents of Buyer, and (iii) the incumbency of all signatories to any document or instrument delivered by Buyer and Fusion in connection with the Transactions and their respective authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and the Transactions; (iv) the Registration Rights Agreement executed counterpart by Fusion; (v) the Flow of Funds Memorandum executed by Buyer; and (vi) the Escrow Letter executed by the Buyer. (c) In addition, each of the Broker Confirmation Letters. (xii) A Guaranty Agreement in the form attached hereto Parties shall deliver such other and further documents as Exhibit C wherein Seller shall guaranty to Buyer the obligations of American Home Ensembles to pay all rent due under its lease for a period of 12 months from and after the Closing Date. (xiii) Any other documents may be required to be delivered by Seller pursuant to any other provisions the terms of this AgreementAgreement to consummate the Transactions.

Items to be Delivered at Closing. At the Closing and subject to the terms and conditions herein contained: (a) At ClosingSellers, Seller as applicable, shall deliver to Buyer Purchaser the following: (i) The Deeds. Each a duly executed xxxx of sale (the Deeds “Xxxx of Sale”), a duly executed assignment and assumption agreement (the “Assignment and Assumption Agreement”), and an assignment of intellectual property (the “Intellectual Property Assignment”) in such forms as may be mutually agreeable to the parties, together with such other duly executed instruments of conveyance, assignment and transfer, in form reasonably acceptable to Purchaser, as shall be substantially effective to vest in Purchaser, Worthington Warehouse and WS Michigan good and valid title to the form attached hereto as Exhibit G-1.Purchased Assets purchased by each of them, respectively, free and clear of all Encumbrances except any Permitted Liens; (ii) The Bills evidence satisfactory to Purchaser that Sellers have taken all actions, other than the filing of Sale. Each any applicable UCC-3 termination statements and any mortgage discharges (which shall be filed promptly following the receipt by Sellers of the Bills Adjusted Closing Payment), required to release and terminate all Encumbrances against the Purchased Assets, other than the Permitted Liens, upon receipt by Sellers of Sale shall be substantially in the form attached hereto as Exhibit G-2.Adjusted Closing Payment; (iii) Assignments actual possession and operating control of the Purchased Assets except as provided in the form Transition Agreements; (iv) an affidavit of Exhibits G-3 each Seller and G-4, respectively, CPI pursuant to Section 1445(b)(2) of the Tenant Leases Code stating, under penalties of perjury, such Seller’s or CPI’s (as applicable) United States taxpayer identification number and that such Seller or CPI (as applicable) is not a foreign person, which affidavit complies with the requirements of Treasury Regulation Section 1.1445-2(b)(2); (v) duly executed Transition Agreements; (vi) a duly executed stock transfer power, transferring all the CPI Shares to WS Michigan; (vii) duly executed general warranty deeds transferring the Cleveland Real Property to Purchaser and the Service Agreements designated on Exhibit D Detroit Real Property to Worthington Warehouse; (viii) duly executed certificates of title transferring ownership of the Vehicles included in the Purchased Assets to Purchaser or Worthington Warehouse, as appropriate; (ix) a title policy issued by the Title Company in accordance with the Title Commitment, insuring Purchaser’s fee simple title to the Cleveland Real Property as of the Closing Date, subject only to the Permitted Liens, in such amount as Purchaser and Sellers mutually determine to be assigned to Buyer, duly executed and acknowledged by Seller and in proper form for recording, assigning to Buyer all the value of the lessor's Cleveland Real Property; (x) a title policy issued by the Title Company in accordance with the Title Commitment, insuring Worthington Warehouse’s fee simple title to the Detroit Real Property as of the Closing Date, subject only to the Permitted Liens, in such amount as Worthington Warehouse and Seller's rightsSellers mutually determine to be the value of the Detroit Real Property; (xi) an indemnity agreement pursuant to which GSSI and Parent agree to indemnify, defend and hold harmless Purchaser, its successors and assigns, from and against any and all damages and/or actions of any nature whatsoever incurred by or filed against Purchaser, its successors or assigns, because a portion of the building currently located on the Cleveland Real Property overlaps the property line and encroaches onto the property to the north of the Cleveland Real Property, as depicted upon that certain ALTA/ACSM Land Title Survey of the Cleveland Real Property performed by Blue-J Surveying, LLC, dated January 22, 2010, as revised; and (xii) such other documents as Purchaser, Worthington Warehouse and WS Michigan reasonably may request in connection with the transfer of title in and interest in to the Tenant Leases Purchased Assets purchased by each of them to Purchaser, Worthington Warehouse and such Service Agreements; together with all correspondence between Seller WS Michigan and the Tenants; an original executed copy of each consummation of the Tenant Leases transactions contemplated by this Agreement. All of the foregoing documents in this Section 2.2(a) shall be reasonably satisfactory in form and each such Service Agreement; a letter in substance to Purchaser, shall be dated the form of Exhibit G-5 Closing Date and shall be duly executed by SellerSellers, addressed as applicable. (b) Purchaser shall deliver, or cause to each be delivered by the appropriate Purchaser Affiliate, to Sellers, as applicable, the following: (i) the Adjusted Closing Payment in accordance with Section 1.3.1 hereof; (ii) a duly executed Assignment and Assumption Agreement; (iii) duly executed Transition Agreements; and (iv) such other documents as Sellers may reasonably request to consummate the transactions contemplated by this Agreement. All of the Tenants foregoing documents in this Section 2.2(b) shall be reasonably satisfactory in form and other parties under the Service Agreements informing it substance to Sellers, shall be dated as of the assignments. Seller Closing Date and shall be duly executed by Purchaser. (c) At or prior to the Closing, the parties hereto shall also deliver to Buyer at Closing evidence of Seller's termination of those Service Agreements not assigned to Buyer and payment of all sums owing to each other the parties to such Service Agreements. (iv) An assignment in the form of Exhibit G-6, duly executed and acknowledged by Seller, of (and delivery to Buyer of originals or copies of): all permanent certificates of occupancy and all other licenses, permits, authorizations, consentsagreements, certificates and approvals required by all governmental authorities having jurisdiction over the Property; all fees, escrow and/or security funds, deposits other documents and other sums heretofore paid by Seller to any governmental authority in connection with the Property; all certificates issued by the local Board of Fire Underwriters (or other body exercising similar functions); all plans, specifications and project manuals for the Property in Seller's possession; and all guarantees, bonds and warranties with respect to the Property (together with original counterparts of such instruments). (v) An original counterpart of each of the Tenant Estoppel Certificates and each of the SNDAs; and an original counterpart of each of the required Tenant Option Waivers and Tenant Right of First Refusal Waivers. (vi) Such resolutions and certificates as the Title Company shall require to evidence the due authorization of the execution and performance of this Agreement and the documents to be delivered pursuant hereto; and all affidavits, indemnities and other agreements required by the Title Company to permit it to issue to Buyer the Owner's Policy of Title Insurance required pursuant to Section 5(a). (vii) A statement, certified by Seller (and accompanied with all relevant back-up documentation) setting forth all information necessary or required to permit Buyer to calculate and collect after Closing all payments of additional rent and other charges due under the Tenant Leases. (viii) All proper instruments for the conveyance of the awards referred to in Sections 1(a), 1(b) and 12Article V hereof. (ix) A Uniform Commercial Code search against Seller, as debtor, in the relevant offices of the State in which the Property is located and the County in which the Property is located, revealing no security interests or liens on the Personal Property, or releases of any which are disclosed. (x) Duplicate copies of all books, records and operating reports in Seller's possession which are necessary to insure continuity of operation of the Property. (xi) An original executed counterpart of each of the Broker Confirmation Letters. (xii) A Guaranty Agreement in the form attached hereto as Exhibit C wherein Seller shall guaranty to Buyer the obligations of American Home Ensembles to pay all rent due under its lease for a period of 12 months from and after the Closing Date. (xiii) Any other documents required to be delivered by Seller pursuant to any other provisions of this Agreement.

Items to be Delivered at Closing. At the Closing: (a) At Closing, Seller CXR and MicroTel shall deliver to Buyer the followingT-Com: (i) The Deeds. Each of the Deeds shall be substantially in the form attached hereto as Exhibit G-1.certificates representing 75,000 Preferred Shares; (ii) The Bills of Sale. Each of the Bills of Sale shall be substantially in the form attached hereto as Exhibit G-2.Warrants; (iii) Assignments in the form an executed counterpart of Exhibits G-3 an assignment and G-4, respectively, of the Tenant Leases and the Service Agreements designated on Exhibit D to be assigned to Buyer, duly executed and acknowledged by Seller and in proper form for recording, assigning to Buyer all of the lessor's and Seller's rights, title and interest in the Tenant Leases and such Service Agreements; together with all correspondence between Seller and the Tenants; an original executed copy of each of the Tenant Leases and each such Service Agreement; a letter assumption agreement substantially in the form of Exhibit G-5 duly executed by SellerD attached hereto (the "Xxxx of Sale, addressed to each of the Tenants Assignment and other parties under the Service Agreements informing it of the assignments. Seller shall also deliver to Buyer at Closing evidence of Seller's termination of those Service Agreements not assigned to Buyer and payment of all sums owing to the parties to such Service Agreements.Assumption Agreement"); (iv) An assignment an option of counsel substantially in the form of Exhibit G-6, duly executed and acknowledged by Seller, of (and delivery to Buyer of originals or copies of): all permanent certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the Property; all fees, escrow and/or security funds, deposits and other sums heretofore paid by Seller to any governmental authority in connection with the Property; all certificates issued by the local Board of Fire Underwriters (or other body exercising similar functions); all plans, specifications and project manuals for the Property in Seller's possession; and all guarantees, bonds and warranties with respect to the Property (together with original counterparts of such instruments).E attached hereto; (v) An original counterpart a Secretary's Certificate for each CXR and MicroTel substantially in the form of each Exhibit F attached hereto evidencing the approval of the Tenant Estoppel Certificates and each of the SNDAs; and an original counterpart of each of the required Tenant Option Waivers and Tenant Right of First Refusal Waivers.transactions contemplated herein; (vi) Such resolutions a certificate of an executive officer of each of CXR and certificates as MicroTel attesting to the Title Company shall require to evidence the due authorization accuracy of the execution representations and performance warranties of this Agreement CXR and MicroTel substantially in the documents to be delivered pursuant form of Exhibit G attached hereto; and all affidavits, indemnities and other agreements required by the Title Company to permit it to issue to Buyer the Owner's Policy of Title Insurance required pursuant to Section 5(a).and (vii) A statementsuch other documents or instruments as T-Com may reasonably require. (b) T-Com shall deliver to CXR and MicroTel: (i) a xxxx of sale in customary form: (ii) a copy of the Settlement Agreement and Release between T-Com and Imperial Bank substantially in the form of Exhibit H, certified by Seller which agreement and release shall be in full force and effect as of the Closing; (iii) consents for the assignment of all agreements requiring consent relating to all leased real property and accompanied with equipment utilized in the Business; (iv) the Estimated Balance Sheet (as defined in Section 3.4) as of August 31, 2000 showing total net tangible assets (total assets less intangible assets, less current liabilities, less term liabilities) to be no less than One Million Dollars ($1,000,000) and the aggregate of all relevant backcash, returnable deposits and accounts receivable having an aging of not more than 90 days from the date of billing to be Four Hundred and Ninety Thousand Dollars ($490,000): (v) an investor representation letter from T-up documentationCom in the form of Exhibit I attached hereto; (vi) setting forth all information necessary or required to permit Buyer to calculate an executed counterpart of the Xxxx of Sale, Assignment and collect after Closing all payments Assumption Agreement; (vii) an opinion of additional rent and other charges due under counsel substantially in the Tenant Leases.form of Exhibit J attached hereto; (viii) All proper instruments for the conveyance a certificate of the awards referred to managing member of T-Com in Sections 1(a), 1(b) and 12.the form of Exhibit K attached hereto evidencing approval of the transactions contemplated herein; (ix) A Uniform Commercial Code search against Seller, as debtor, a certificate of an officer of T-Com attesting to the accuracy of T-Com's representations and warranties contained herein substantially in the relevant offices form of the State in which the Property is located and the County in which the Property is located, revealing no security interests or liens on the Personal Property, or releases of any which are disclosed.Exhibit L attached hereto; and (x) Duplicate copies of all books, records such other documents or instruments as CXR and operating reports in Seller's possession which are necessary to insure continuity of operation of the PropertyMicroTel may reasonably require. (xic) An original executed counterpart of each CXR, MicroTel, T-Com and the Escrow Agent shall execute the Escrow Agreement and CXR shall deliver to the Escrow Agent 75,000 Preferred Shares to be held in escrow pursuant to the terms of the Broker Confirmation Letters. (xii) A Guaranty Agreement in the form attached hereto as Exhibit C wherein Seller shall guaranty to Buyer the obligations of American Home Ensembles to pay all rent due under its lease for a period of 12 months from and after the Closing Date. (xiii) Any other documents required to be delivered by Seller pursuant to any other provisions of this Escrow Agreement.

Items to be Delivered at Closing. At the Closing: (a) At ClosingPurchaser, BNZ and Xxxxxxxx shall deliver to Escrow Agent: (i) the Closing Payment; (ii) the Promissory Note; (iii) the Guarantee of Xxxxxxxx in the form annexed as EXHIBIT B (the "Xxxxxxxx Guarantee"); (iv) the Guarantee of BNZ in the form annexed as EXHIBIT C (the "BNZ Guarantee"); (v) a Pledge and Security Agreement (the "Security Agreement") executed by BNZ in favor of Seller in the form annexed as EXHIBIT D together with the original warrant agreement referenced therein; (vi) the certificates representing the Preferred Stock duly endorsed for transfer to Seller; (vii) a Secretary's Certificate of Purchaser and BNZ evidencing approval of the transactions contemplated herein; (viii) the cancelled note in the face amount of $225,000 payable to Xxxxxxxx and the cancelled note in the face amount of $150,000 payable to BNZ; (ix) such other documents or instruments as Seller may reasonably require. (b) Seller shall deliver to Buyer Escrow Agent: (i) a xxxx of sale and assignment and assumption agreement in customary form; (ii) a Secretary's Certificate of Seller evidencing approval of the transactions contemplated herein; (iii) assignment agreements for all leased real property and equipment utilized in the Xxxxxx Circuits Business; (iv) such other documents or instruments as Purchaser may reasonably require. (c) Escrow Agent shall, if in receipt of all money and documents necessary to close, do the following: (i) The Deeds. Each of deliver to Imperial Bank the Deeds shall be substantially in amount required to release its lien on the form attached hereto as Exhibit G-1.Assets; (ii) The Bills of Sale. Each of deliver to Seller the Bills of Sale shall be substantially Promissory Note, the Xxxxxxxx Guarantee, the BNZ Guarantee, the Security Agreement, the Preferred Stock, the Secretary's Certificate, and the Xxxxxxxx and BNZ notes marked "paid in the form attached hereto as Exhibit G-2.full," and other documents due to Seller; (iii) Assignments in deliver to Purchaser the form xxxx of Exhibits G-3 and G-4sale, respectivelythe Secretary's certificate, of the Tenant Leases and the Service Agreements designated on Exhibit D to be assigned to Buyerassignment agreements, duly executed and acknowledged by Seller and in proper form for recording, assigning to Buyer all of the lessor's and Seller's rights, title and interest in the Tenant Leases and such Service Agreements; together with all correspondence between Seller and the Tenants; an original executed copy of each of the Tenant Leases and each such Service Agreement; a letter in the form of Exhibit G-5 duly executed by Seller, addressed to each of the Tenants and other parties under the Service Agreements informing it of the assignments. Seller shall also deliver documents due to Buyer at Closing evidence of Seller's termination of those Service Agreements not assigned to Buyer and payment of all sums owing to the parties to such Service Agreements.Purchaser; (iv) An assignment in the form of Exhibit G-6, duly executed and acknowledged by Seller, of (and delivery deliver to Buyer of originals or copies of): all permanent certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the Property; all fees, escrow and/or security funds, deposits and other sums heretofore paid by Seller to any governmental authority in connection with the Property; all certificates issued by the local Board of Fire Underwriters (or other body exercising similar functions); all plans, specifications and project manuals for the Property in Seller's possession; and all guarantees, bonds and warranties with respect to the Property (together with original counterparts of such instruments).Xxxxxxxx $225,000; (v) An original counterpart of each of the Tenant Estoppel Certificates and each of the SNDAsdeliver to BNZ $150,000; and an original counterpart of each of the required Tenant Option Waivers and Tenant Right of First Refusal Waivers.and (vi) Such resolutions and certificates as deliver the Title Company shall require to evidence the due authorization balance of the execution funds to, or as directed by, Seller. (d) Escrow Agent shall, if not in receipt of all documents necessary to close: (i) return the money and performance documents to the party who delivered the same to the Escrow Agent; (ii) in the event of any dispute, the parties stipulate that Escrow Agent may, instead, deposit the money and documents in court and request a judicial determination as to the disposition of the same, which determination shall be binding on all parties and relieve Escrow Agent of any responsibility therefor; (iii) the parties acknowledge that Escrow Agent is holding the Escrow Account hereunder solely as a stakeholder at the parties' request and for their convenience, that Escrow Agent shall not be deemed to be the agent of any party and that Escrow Agent shall not be liable to any party for any act or omission on its part unless taken or suffered in bad faith or in disregard of this Agreement and the documents to be delivered pursuant heretoor involving negligence; and all affidavits, indemnities and other agreements required by the Title Company to permit it to issue to Buyer the Owner's Policy of Title Insurance required pursuant to Section 5(a).and (viiiv) A statement, certified by Seller (and accompanied with all relevant back-up documentation) setting forth all information necessary or required Escrow Agent shall be permitted to permit Buyer act in any dispute as to calculate and collect after Closing all payments of additional rent and other charges due under the Tenant Leases. (viii) All proper instruments for the conveyance disbursement of the awards referred to monies held in Sections 1(a), 1(b) and 12. (ix) A Uniform Commercial Code search against Seller, as debtor, trust hereunder or any other dispute between the parties whether or not Escrow Agent is in the relevant offices possession of the State in which the Property is located deposit monies and the County in which the Property is located, revealing no security interests or liens on the Personal Property, or releases of any which are disclosedcontinues to act as Escrow Agent. (x) Duplicate copies of all books, records and operating reports in Seller's possession which are necessary to insure continuity of operation of the Property. (xi) An original executed counterpart of each of the Broker Confirmation Letters. (xii) A Guaranty Agreement in the form attached hereto as Exhibit C wherein Seller shall guaranty to Buyer the obligations of American Home Ensembles to pay all rent due under its lease for a period of 12 months from and after the Closing Date. (xiii) Any other documents required to be delivered by Seller pursuant to any other provisions of this Agreement.

Items to be Delivered at Closing. At the Closing and subject to the terms and conditions herein contained: (a) At Closing, Seller shall deliver to Buyer Purchaser such bills of sale with covenants of warranty, assignments, endorsements, and other good and sufficient instruments and documents of conveyance and transfer, in form reasonably satisfactory to Purchaser and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Purchaser all of Seller's right, title and interest in and to the Purchased Assets, including without limitation, (A) good and valid title in and to all of the Purchased Assets and (B) all of Seller's rights under all agreements, contracts, commitments, and other documents included in the Purchased Assets to which either Seller is a party or by which either Seller has rights on the Closing Date. Simultaneously with such delivery, all such steps will be taken as may be required to put Purchaser in actual possession and operating control of the Purchased Assets. (b) Purchaser shall deliver the following: (i) The Deeds. Each of the Deeds shall be substantially in escrow amount recommended by the form attached hereto as Exhibit G-1.Bulk Sales Department to the Escrow Agent; (ii) The Bills of Sale. Each the balance of the Bills of Sale shall be substantially in Down Payment to the form attached hereto as Exhibit G-2.Seller; (iii) Assignments a promissory note in the form principal amount of Exhibits G-3 $56,000.00 bearing interest at 6% per annum (the "Promissory Note"); (iv) such UCC-1 financing statements and G-4, respectively, of the Tenant Leases and the Service Agreements designated on Exhibit D other documents executed by Purchaser as may be necessary to be assigned to Buyer, duly executed and acknowledged by grant Seller and in proper form for recording, assigning to Buyer all of the lessor's and Seller's rights, title and a security interest in the Tenant Leases Purchased Assets as security for Purchaser's performance of its obligations under the Promissory Note; and (v) an Assignment and such Service Agreements; together with all correspondence between Seller and the Tenants; an original executed copy of each Assumption of the Tenant Leases and each such Service Mazda Agreement; a letter , or in the form event Purchaser enters into a new agreement, a confirmation of Exhibit G-5 duly executed by Seller, addressed to each termination of the Tenants and other Mazda Agreement. (c) At or prior to the Closing, the parties under the Service Agreements informing it of the assignments. Seller hereto shall also deliver to Buyer at Closing evidence of Seller's termination of those Service Agreements not assigned to Buyer and payment of all sums owing to each other the parties to such Service Agreements. (iv) An assignment in the form of Exhibit G-6agreements, duly executed and acknowledged by Seller, of (and delivery to Buyer of originals or copies of): all permanent certificates of occupancy and all other licenses, permits, authorizations, consentsopinions, certificates and approvals required by all governmental authorities having jurisdiction over the Property; all fees, escrow and/or security funds, deposits other documents and other sums heretofore paid by Seller to any governmental authority in connection with the Property; all certificates issued by the local Board of Fire Underwriters (or other body exercising similar functions); all plans, specifications and project manuals for the Property in Seller's possession; and all guarantees, bonds and warranties with respect to the Property (together with original counterparts of such instruments). (v) An original counterpart of each of the Tenant Estoppel Certificates and each of the SNDAs; and an original counterpart of each of the required Tenant Option Waivers and Tenant Right of First Refusal Waivers. (vi) Such resolutions and certificates as the Title Company shall require to evidence the due authorization of the execution and performance of this Agreement and the documents to be delivered pursuant hereto; and all affidavits, indemnities and other agreements required by the Title Company to permit it to issue to Buyer the Owner's Policy of Title Insurance required pursuant to Section 5(a). (vii) A statement, certified by Seller (and accompanied with all relevant back-up documentation) setting forth all information necessary or required to permit Buyer to calculate and collect after Closing all payments of additional rent and other charges due under the Tenant Leases. (viii) All proper instruments for the conveyance of the awards referred to in Sections 1(a), 1(b) and 12Article V hereof. (ix) A Uniform Commercial Code search against Seller, as debtor, in the relevant offices of the State in which the Property is located and the County in which the Property is located, revealing no security interests or liens on the Personal Property, or releases of any which are disclosed. (x) Duplicate copies of all books, records and operating reports in Seller's possession which are necessary to insure continuity of operation of the Property. (xi) An original executed counterpart of each of the Broker Confirmation Letters. (xii) A Guaranty Agreement in the form attached hereto as Exhibit C wherein Seller shall guaranty to Buyer the obligations of American Home Ensembles to pay all rent due under its lease for a period of 12 months from and after the Closing Date. (xiii) Any other documents required to be delivered by Seller pursuant to any other provisions of this Agreement.

Items to be Delivered at Closing. At the Closing and subject to the -------------------------------- terms and conditions herein contained: (a) At Closing, Seller shall deliver to Buyer Purchaser the following: (i) The Deeds. Each a xxxx of the Deeds shall be substantially in the form attached hereto as Exhibit G-1. (ii) The Bills of Sale. Each of the Bills of Sale shall be substantially in the form attached hereto as Exhibit G-2. (iii) Assignments in the form of Exhibits G-3 and G-4, respectively, of the Tenant Leases and the Service Agreements designated on Exhibit D to be assigned to Buyer, duly executed and acknowledged by Seller and in proper form for recording, assigning to Buyer all of the lessor's and Seller's rights, title and interest in the Tenant Leases and such Service Agreements; together with all correspondence between Seller and the Tenants; an original executed copy of each of the Tenant Leases and each such Service Agreement; a letter sale in the form of Exhibit G-5 duly executed by SellerB; hereto, addressed to each an --------- assignment of United States Trademarks in the Tenants and other parties under the Service Agreements informing it form of the assignments. Seller shall also deliver to Buyer at Closing evidence of Seller's termination of those Service Agreements not assigned to Buyer and payment of all sums owing to the parties to such Service Agreements. (iv) An Exhibit C --------- hereto, an assignment in the form of Exhibit G-6D hereto, an assignment --------- of the lease in respect of the Premises (the "Lease") in the form of Exhibit E hereto (the "Lease Assignment"), and such other documents --------- of conveyance and transfer as shall be necessary to transfer, assign to and vest in Purchaser all of Seller's right, title and interest in and to the Assets; (ii) an undertaking whereby Purchaser assumes and agrees to pay, discharge or perform, as appropriate, the Assumed Liabilities in the form of Exhibit F hereto (the "Assignment and Assumption --------- Agreement"); (iii) a counterpart original of the Escrow Agreement duly executed by Seller and acknowledged the Managing Members; (iv) consulting and non-compete agreements, each in the form of Exhibit G hereto and duly executed by SellerXxxx Xxxxxx and Xxxxxxx --------- Wolf, and a non-compete agreement, in the form of Exhibit H hereto --------- and duly executed by Xxxxxx Xxxxxx; (v) a duly executed opinion of Duane, Morris & Heckscher LLP, counsel to Seller and delivery the Managing Members, in the form of Exhibit I --------- hereto with only such changes as shall be in form and substance reasonably satisfactory to Buyer Purchaser and its counsel; (vi) a duly executed certificate of originals or copies of): a Managing Member dated the Closing Date, certifying that the conditions specified in Sections 5.1.1 and 5.1.2 hereof have been fulfilled and that Seller has obtained all permanent certificates of occupancy and all other licenses, permits, authorizations, consents, certificates consents and approvals required with respect to it or the Business by Section 5.1.4 hereof; (vii) a duly executed certificate of a Managing Member certifying (A) resolutions of the Managing Members of Seller approving this Agreement and the transactions contemplated hereby (together with an incumbency and signature certificate regarding the Managing Member signing on behalf of Seller), and (B) the articles of organization of Seller and the Operating Agreement, in each case as amended and restated; (viii) all governmental authorities having jurisdiction over of the Property; all feescomputer programs and software, escrow and/or security fundsdatabases whether in the form of computer tapes or otherwise, deposits related object and other sums heretofore paid by Seller to any governmental authority in connection with the Property; all certificates issued by the local Board of Fire Underwriters (or other body exercising similar functions); all plans, specifications and project manuals for the Property source codes in Seller's possession, manuals and guidebooks, price books and price lists, customer and subscriber lists, supplier lists, sales records, files, correspondence, legal opinions, rulings issued by governmental entities, and other documents, books, records, papers, files, office supplies and data belonging to Seller which are part of the Assets; and (ix) any and all UCC-3 termination statements or amendments or other documents needed to release or transfer any liens on, or other security interests in, the Assets, other than the Permitted Liens, including a UCC-3 termination statement signed on behalf of the lessor of the Premises releasing the Landlord's Lien (as hereinafter defined) provided that at least 5 days prior to Closing, Purchaser shall have provided said lessor with cash security in the amount required by Section 5 of the First Amendment to the Lease; and simultaneously with such delivery, Seller shall take all guaranteessuch steps as may be required to put Purchaser in actual possession and operating control of the Assets. (b) Purchaser shall deliver to Seller the following: (i) the Closing Payment in accordance with Section 1.3.2 hereof; (ii) a duly executed counterpart original of the Lease Assignment; (iii) a duly executed counterpart original of the Assignment and Assumption Agreement; (iv) a duly executed counterpart original of the Escrow Agreement, bonds and warranties with respect the required payment thereunder made to the Property (together with original counterparts of such instruments).Escrow Agent; (v) An original counterpart a duly executed opinion of each Seyfarth, Shaw, Xxxxxxxxxxx & Xxxxxxxxx, counsel to Purchaser and Parent, dated the Closing Date, in the form of the Tenant Estoppel Certificates and each of the SNDAsExhibit J hereto; and an original counterpart of each of the required Tenant Option Waivers and Tenant Right of First Refusal Waivers.--------- (vi) Such resolutions a duly executed certificate of an officer of Purchaser dated the Closing Date, certifying in such detail as Seller may reasonably request that the conditions specified in Sections 5.2.1 and certificates as the Title Company shall require to evidence the due authorization of the execution and performance 5.2.2 of this Agreement and the documents to be delivered pursuant hereto; and all affidavits, indemnities and other agreements required by the Title Company to permit it to issue to Buyer the Owner's Policy of Title Insurance required pursuant to Section 5(a)have been fulfilled. (vii) A statement, certified by Seller (and accompanied with all relevant back-up documentation) setting forth all information necessary or required to permit Buyer to calculate and collect after Closing all payments of additional rent and other charges due under the Tenant Leases. (viii) All proper instruments for the conveyance of the awards referred to in Sections 1(a), 1(b) and 12. (ix) A Uniform Commercial Code search against Seller, as debtor, in the relevant offices of the State in which the Property is located and the County in which the Property is located, revealing no security interests or liens on the Personal Property, or releases of any which are disclosed. (x) Duplicate copies of all books, records and operating reports in Seller's possession which are necessary to insure continuity of operation of the Property. (xi) An original executed counterpart of each of the Broker Confirmation Letters. (xii) A Guaranty Agreement in the form attached hereto as Exhibit C wherein Seller shall guaranty to Buyer the obligations of American Home Ensembles to pay all rent due under its lease for a period of 12 months from and after the Closing Date. (xiii) Any other documents required to be delivered by Seller pursuant to any other provisions of this Agreement.

Items to be Delivered at Closing. At the Closing and subject to the terms and conditions herein contained: (a) At Closing, Seller shall deliver to Buyer Purchaser the following: (i) The Deeds. Each a duly executed Xxxx of the Deeds shall be Sale in substantially in the form of Exhibit A attached hereto as Exhibit G-1.hereto, and such other deeds, bills of sale, assignments and other instruments of conveyance conveying the Assets to Purchaser in such form and substance acceptable to both Seller and Purchaser; (ii) The Bills a Secretary's Certificate in substantially the form of Sale. Each Exhibit B attached hereto, which Certificate shall include a certified copy of the Bills Certificate of Sale shall be substantially in Good Standing issued by the form attached hereto as Exhibit G-2_______________________ and the Certificate of Legal Existence issued by the ____________________________. (iii) Assignments a Closing Certificate duly executed by Seller and the Members in substantially the form of Exhibits G-3 Exhibit C attached hereto; (iv) INTENTIONALLY OMITTED; (v) an Employment Agreement duly executed by the Members and G-4, respectively, Purchaser in substantially the form of the Tenant Leases and the Service Agreements designated on Exhibit D to be assigned to Buyer, attached hereto; (vi) an Agent Marketing Agreement duly executed by Members and acknowledged by Seller and Purchaser in proper substantially the form of Exhibit E attached hereto. (vii) an opinion of counsel for recording, assigning to Buyer all of the lessor's and Seller's rights, title and interest in the Tenant Leases and such Service Agreements; together with all correspondence between Seller and the Tenants; an original executed copy of each of the Tenant Leases and each such Service Agreement; a letter Members substantially in the form of Exhibit G-5 F acceptable to Purchaser's counsel; (viii) the Escrow Agreement duly executed by Seller, addressed to each of the Tenants Sellers and other parties under the Service Agreements informing it of the assignments. Seller shall also deliver to Buyer at Closing evidence of Seller's termination of those Service Agreements not assigned to Buyer and payment of all sums owing to the parties to such Service Agreements. (iv) An assignment Members substantially in the form of Exhibit G-6G attached hereto; and (ix) all tangible assets. (b) At the Closing, duly executed Purchaser shall deliver to the Escrow Agent, or Seller and acknowledged by Sellerthe Members, as the case may be, the following: (i) one or more stock certificates evidencing the Shares of ENET Common Stock to be delivered to Seller or Members at the Closing; (and delivery to Buyer ii) a Secretary's Certificate in substantially the form of originals or copies of): all permanent certificates Exhibit H attached hereto, which Certificate shall include a certified copy of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the Property; all fees, escrow and/or security funds, deposits and other sums heretofore paid by Seller to any governmental authority in connection with the Property; all certificates Certificate of Good Standing issued by the local Board Secretary of Fire Underwriters the State of Texas for ENET, and; (or other body exercising similar functions); all plansiii) a Secretary's Certificate in substantially the form of Exhibit I attached hereto, specifications and project manuals which Certificate shall include a certified copy of the Certificate of Good Standing issued by the Secretary of State of Delaware for the Property Purchaser; (iv) a Closing Certificate in Seller's possession; and all guarantees, bonds and warranties with respect to substantially the Property (together with original counterparts form of such instruments).Exhibit J attached hereto; (v) An original counterpart a duly executed Agent Marketing Agreement for key employees in substantially the form of each of the Tenant Estoppel Certificates and each of the SNDAs; and an original counterpart of each of the required Tenant Option Waivers and Tenant Right of First Refusal Waivers.Exhibit E attached hereto; (vi) Such resolutions and certificates as duly executed Employment Agreements for those key employees in substantially the Title Company shall require to evidence the due authorization from of the execution and performance of this Agreement and the documents to be delivered pursuant Exhibit D attached hereto; and all affidavits, indemnities and other agreements required by the Title Company to permit it to issue to Buyer the Owner's Policy of Title Insurance required pursuant to Section 5(a).and (vii) A statement, certified by Seller (and accompanied with all relevant back-up documentation) setting forth all information necessary or required to permit Buyer to calculate and collect after Closing all payments an opinion of additional rent and other charges due under the Tenant Leases. (viii) All proper instruments counsel for the conveyance of the awards referred to in Sections 1(a), 1(b) and 12. (ix) A Uniform Commercial Code search against Seller, as debtor, in the relevant offices of the State in which the Property is located and the County in which the Property is located, revealing no security interests or liens on the Personal Property, or releases of any which are disclosed. (x) Duplicate copies of all books, records and operating reports in Seller's possession which are necessary to insure continuity of operation of the Property. (xi) An original executed counterpart of each of the Broker Confirmation Letters. (xii) A Guaranty Agreement Purchaser substantially in the form of Exhibit K attached hereto as Exhibit C wherein Seller shall guaranty acceptable to Buyer the obligations of American Home Ensembles to pay all rent due under its lease for a period of 12 months from and after the Closing Date. (xiii) Any other documents required to be delivered by Seller pursuant to any other provisions of this Agreement.Seller's counsel; and

Items to be Delivered at Closing. At the Closing and subject to the terms and conditions herein contained: (a) At ClosingSellers or the Stockholders, Seller as the case may be, shall deliver to Buyer Landry's and the Purchaser the following: (i) The Deeds. Each of certifxxxxxx xepresenting the Deeds shall be substantially Stock, endorsed in the form attached hereto as Exhibit G-1.blank, or accompanied by stock powers executed in blank; (ii) The Bills of Sale. Each of the Bills of Sale shall be releases substantially in the form attached hereto as Exhibit G-2. (iii) Assignments in the form of Exhibits G-3 and G-4, respectively, of the Tenant Leases and the Service Agreements designated on Exhibit D to be assigned to Buyer, duly executed and acknowledged by Seller and in proper form for recording, assigning to Buyer all of the lessor's and Seller's rights, title and interest in the Tenant Leases and such Service Agreements; together with all correspondence between Seller and the Tenants; an original executed copy of each of the Tenant Leases and each such Service Agreement; a letter in the form of Exhibit G-5 duly 2.2(a)(ii) executed by Seller, addressed to each of the Tenants and other parties under the Service Agreements informing it of the assignments. Seller shall also deliver to Buyer at Closing evidence of Seller's termination of those Service Agreements not assigned to Buyer and payment of all sums owing to the parties to such Service Agreements.Stockholders (collectively, "Sellers' Releases"); (iviii) An assignment Nonsolicitation agreements substantially in the form of Exhibit G-62.2(a)(iii)(B), executed by Cliff Halphen and Mitch Murray, and, substantially in the xxxx xx Xxxxxit 2.0(x)(xxx)(X), executed by the Stockholders, restricting the signatories as set forth therein (collectively, the "Nonsolicitation Agreements"); (iv) Noncompetition agreements substantially in the form of Exhibit 2.2(a)(iv)(A) to be executed by each of the Stockholders and substantially in the form of Exhibit 2.2(a)(iv)(B) to be executed by Cliff Halphen (collectively, the "Noncompetition Agreements"); (x) the documents required by the Asset Purchase and Sale Agreement; (vi) duly executed and acknowledged by Selleropinions of Bracewell & Patterson L.L.P., of counsel to the Stockholders, xxx Xxxxews & Xxxxx, LLP, counsel to the Corporation, dated thx Xxxxxng Xxxx in mutually agreed to forms; (and delivery to Buyer of originals or copies of): all permanent vii) duly executed certificates of occupancy an officer of Kimberley, Metro National and all other licensesof the Corporation dated the Xxxxxxx Date, permitscertifying that the conditions specified in Sections 7.2(a) and 7.2(b) hereof have been fulfilled; (viii) duly executed certificates of the Secretary of Kimberley, authorizationsMetro National and of the Corporation certifyinx (X) xxxolutions of the directors and, consentswhere required, certificates the stockholders or partners of Kimberley, Metro National and approvals required by all governmental authorities having jurisdiction over the Property; all fees, escrow and/or security funds, deposits Corporation approving this Agreemexx and other sums heretofore paid by Seller to any governmental authority in connection with the Property; all certificates issued by the local Board of Fire Underwriters (or other body exercising similar functions); all plans, specifications and project manuals for the Property in Seller's possession; and all guarantees, bonds and warranties with respect to the Property transactions contemplated hereby (together with original counterparts an incumbency and signature certificate regarding the officer signing on behalf of Kimberley, Metro National or the Corporation, as the case may be), axx (B) the Charter and Bylaws of Kimberley, Metro National or the Corporation, as the case xxx xx; (ix) copies of all Consents and approvals obtained by Sellers; (x) any other duly executed instruments of assignment necessary to evidence the transfer to Landry's or Purchaser of the Stock, the Subject Properties xxx xxx Business; (xi) such instrumentsagreements, in a form reasonably acceptable to the Parties, including indemnities, to allow for the continuous uninterrupted service of alcoholic beverages by Landry's or Purchaser on each of the properties forming a xxxx xx the Business; (xii) resignations of all officers and directors of the Corporation and its Subsidiaries and any Private Club, associated with the Corporation; (xiii) copies of duly executed agreements pursuant to which Metro National and/or Kimberley purchased capital stock, options, warrants or otxxx xxxxxy interests from the stockholders of the Corporation in furtherance of the consummation of this Agreement and any recapitalization plan relating thereto (the "Recapitalization Plan"); (xiv) evidence of the termination of the Stockholders' Agreement dated as of March 16, 2001, by and among the Corporation and the stockholders named therein (the "Corporation's Stockholders' Agreement"); and (xv) such other documents, certificates, or agreements as may be reasonably requested by Landry's or Purchaser. (b) Landry's and Purchaser shall dxxxxxx xo the Stockholders the foxxxxxxx: (i) the Purchase Price (including the cash payment and the Promissory Note) in accordance with Section 1.2 hereof; (ii) a duly executed opinion of Haynes and Boone, LLP, counsel to Purchaser and Landry's, xxxxx the Cxxxxxg Date, in a mutually agreed to xxxx; (iii) a duly executed certificate of an officer of Purchaser and Landry's dated the Closing Date, certifying that the conditions xxecified in Sections 7.3(a) and 7.3(b) of this Agreement have been fulfilled; (iv) duly executed certificates of the Secretary of each of Purchaser and Landry's certifying (A) resolutions of the directors of Puxxxxxxx and Landry's approving this Agreement and the transactions conxxxxxxxxd hereby (together with an incumbency and signature certificate regarding the officer signing on behalf of Purchaser or Landry's, as the case may be), and (B) the Charter and Bylaws of Xurchaser or Landry's, as the case may be; (v) An original counterpart of each of the Tenant Estoppel Certificates and each of the SNDAs; and an original counterpart of each of the required Tenant Option Waivers and Tenant Right of First Refusal Waivers.Lease Terminatxxx Xxx; (vi) Such resolutions and certificates as the Title Company shall require to evidence the due authorization of the execution and performance of this Agreement and the documents to be delivered pursuant hereto; and all affidavits, indemnities and other agreements required by the Title Company to permit it to issue to Buyer the Owner's Policy of Title Insurance required pursuant to Section 5(a).Asset Purchase and Sale Agreement; (vii) A statementsuch agreements, certified in a form reasonably acceptable to the parties, including indemnities, to allow for the continuous uninterrupted service of alcoholic beverages by Seller (and accompanied with all relevant back-up documentation) setting forth all information necessary Landry's or required to permit Buyer to calculate and collect after Closing all payments Purchaser on each of additional rent and other charges due under the Tenant Leases.properties forming a xxxx xx the Business; and (viii) All proper instruments for the conveyance of the awards referred to in Sections 1(a)such other documents, 1(b) and 12certificates or agreements as may be reasonably requested by Sellers. (ix) A Uniform Commercial Code search against Seller, as debtor, in the relevant offices of the State in which the Property is located and the County in which the Property is located, revealing no security interests or liens on the Personal Property, or releases of any which are disclosed. (x) Duplicate copies of all books, records and operating reports in Seller's possession which are necessary to insure continuity of operation of the Property. (xi) An original executed counterpart of each of the Broker Confirmation Letters. (xii) A Guaranty Agreement in the form attached hereto as Exhibit C wherein Seller shall guaranty to Buyer the obligations of American Home Ensembles to pay all rent due under its lease for a period of 12 months from and after the Closing Date. (xiii) Any other documents required to be delivered by Seller pursuant to any other provisions of this Agreement.

Items to be Delivered at Closing. At the Closing and subject to the terms and conditions herein contained: (a) At ClosingSeller or CHE, Seller as the case may be, shall deliver to Buyer Purchaser the following: (i) The Deeds. Each of the Deeds shall be substantially in the form attached hereto as Exhibit G-1. (ii) The Bills of Sale. Each of the Bills of Sale shall be substantially in the form attached hereto as Exhibit G-2. (iii) Assignments in the form of Exhibits G-3 and G-4, respectively, of the Tenant Leases and the Service Agreements designated on Exhibit D to be assigned to Buyer, a duly executed xxxx of sale and acknowledged by Seller and in proper form for recording, assigning to Buyer all of the lessor's and Seller's rights, title and interest in the Tenant Leases and such Service Agreements; together with all correspondence between Seller and the Tenants; an original executed copy of each of the Tenant Leases and each such Service Agreement; a letter in the form of Exhibit G-5 duly executed by Seller, addressed to each of the Tenants and other parties under the Service Agreements informing it of the assignments. Seller shall also deliver to Buyer at Closing evidence of Seller's termination of those Service Agreements not assigned to Buyer and payment of all sums owing to the parties to such Service Agreements. (iv) An assignment in the form of Exhibit G-6, B hereto; (ii) a duly executed assignment of United States trademarks in the form of Exhibit C hereto; (iii) a duly executed counterpart original of an assignment in respect of each of the Leases including an assignment of rights under any subordination, non-disturbance, attornment agreement in the form of Exhibit D hereto (the "Lease Assignments"); (iv) a duly executed counterpart original of an undertaking whereby Purchaser assumes and acknowledged by Selleragrees to pay, discharge or perform, as appropriate, the Assumed Liabilities in the form of Exhibit E hereto (and delivery to Buyer of originals or copies of): all permanent certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the Property; all fees, escrow and/or security funds, deposits and other sums heretofore paid by Seller to any governmental authority in connection with the Property; all certificates issued by the local Board of Fire Underwriters (or other body exercising similar functions"Assumption Agreement"); all plans, specifications and project manuals for the Property in Seller's possession; and all guarantees, bonds and warranties with respect to the Property (together with original counterparts of such instruments).; (v) An a duly executed counterpart original counterpart of each of a Transition Services Agreement in a form to be mutually agreed to by the Tenant Estoppel Certificates and each of Parties prior to the SNDAs; and an original counterpart of each of Closing (the required Tenant Option Waivers and Tenant Right of First Refusal Waivers."Transition Services Agreement"); (vi) Such resolutions a duly executed opinion of Seyfarth Xxxx, dated the Closing Date, counsel to Seller in the form of Exhibit F hereto; (vii) a duly executed certificate of an officer of Seller dated the Closing Date, certifying that the conditions specified in Sections 5.1.1 and 5.1.2 hereof have been fulfilled; (viii) duly executed certificates as the Title Company shall require to evidence the due authorization of the execution Secretary of each of Seller and performance CHE certifying (A) resolutions of the directors and stockholders of Seller and CHE approving this Agreement and the documents to be delivered pursuant hereto; transactions contemplated hereby (together with an incumbency and all affidavitssignature certificate regarding the officer signing on behalf of Seller or CHE, indemnities and other agreements required by as the Title Company to permit it to issue to Buyer the Owner's Policy of Title Insurance required pursuant to Section 5(a). (vii) A statement, certified by Seller (and accompanied with all relevant back-up documentation) setting forth all information necessary or required to permit Buyer to calculate and collect after Closing all payments of additional rent and other charges due under the Tenant Leases. (viii) All proper instruments for the conveyance of the awards referred to in Sections 1(acase may be), 1(band (B) the certificate of incorporation and 12.bylaws of Seller or CHE, as the case may be; (ix) A Uniform Commercial Code search against Seller, as debtor, in the relevant offices all of the State in which the Property is located information, files, records, data, plans and the County in which the Property is located, revealing no security interests or liens on the Personal Property, or releases of any recorded knowledge belonging to Seller which are disclosed.part of the Assets; and (x) Duplicate copies of all books, records and operating reports in Seller's possession which to the extent the same are necessary to insure continuity of operation reasonably available as of the Property.Closing, any and all UCC-3 termination statements or amendments or other documents needed to release or transfer any Liens on, or other security interests in, the Assets, other than the Permitted Liens; (xi) An original executed counterpart the consents required of each of the Broker Confirmation Letters.those Landlords listed on Schedule 2.2(a)(xi) ("Landlord's Consents") to any assignment contemplated by this Agreement; (xii) A Guaranty Agreement an affidavit pursuant to FIRPTA in the form attached hereto as of Exhibit C wherein G hereto; (xiii) such agreements, in a form reasonably acceptable to the Parties, including indemnities, to allow for the continuous uninterrupted service of alcoholic beverages by Parent or Purchaser on each of the Leased Properties; and (xiv) those items set forth in Section 5.1.9. and simultaneously with such delivery, Seller shall guaranty take all such steps as may be required to Buyer put Purchaser in actual possession and operating control of the obligations Assets. Seller will effectuate delivery of American Home Ensembles to pay all rent due under its lease for a period of 12 months from and after the Assets by allowing Purchaser access thereto at the Premises, any warehouse location or at the corporate offices, as applicable. Purchaser shall remove the Assets located at the corporate offices as soon as practicable, but no later than 30 days following the Closing Date. (xiiib) Any other documents required Purchaser shall deliver to be delivered by Seller pursuant the following: (i) the Purchase Price in accordance with Section 1.3.2 hereof; (ii) a duly executed counterpart original of each of the Lease Assignments; (iii) a duly executed counterpart original of the Assumption Agreement; (iv) a duly executed counterpart original of the Transition Services Agreement; (v) a duly executed opinion of Xxxxxx and Xxxxx, LLP, counsel to any other provisions Purchaser and Parent, dated the Closing Date, in the form of Exhibit H hereto; (vi) a duly executed certificate of an officer of Purchaser dated the Closing Date, certifying that the conditions specified in Sections 5.2.1 and 5.2.2 of this Agreement.Agreement have been fulfilled; and (vii) duly executed certificates of the Secretary of each of Purchaser and Parent certifying (A) resolutions of the directors of Purchaser and Parent approving this Agreement and the transactions contemplated hereby (together with an incumbency and signature certificate regarding the officer signing on behalf of Purchaser or Parent, as the case may be), and (B) the certificate of incorporation and bylaws of Purchaser or Parent, as the case may be; and (viii) such agreements, in a form reasonably acceptable to the Parties, including indemnities, to allow for the continuous uninterrupted service of alcoholic beverages by Parent or Purchaser on each of the Leased Properties. ARTICLE III

Items to be Delivered at Closing. At the Closing and subject to the terms and conditions herein contained: (a) At Closing, Seller shall deliver to Buyer the Buying Parties the following: (i) The Deeds. Each such bills of sale with covenants of warranty, assignments, endorsements, and other good and sufficient instruments and documents of conveyance and transfer, in form reasonably satisfactory to the Deeds Buying Parties and their counsel, as shall be substantially necessary and effective to transfer and assign to and vest in the form attached hereto as Exhibit G-1. (ii) The Bills of Sale. Each of the Bills of Sale shall be substantially in the form attached hereto as Exhibit G-2. (iii) Assignments in the form of Exhibits G-3 and G-4, respectively, of the Tenant Leases and the Service Agreements designated on Exhibit D to be assigned to Buyer, duly executed and acknowledged by Seller and in proper form for recording, assigning to Buyer Buying Parties all of the lessor's and Seller's rightsright, title and interest in and to the Tenant Leases Assets, including without limitation, (A) good and such Service Agreements; together valid title in and to all of the Assets owned by Seller, (B) good and valid leasehold interests in and to all of the Assets leased by Seller as lessee, and (C) all of Seller's rights under all agreements, contracts, commitments, instruments and other documents included in the Assets to which Seller is a party or by which it has rights on the Closing Date; (ii) original instruments of consent or waiver duly executed by third parties with all correspondence between Seller respect to any contracts, agreements, leases or other rights or obligations being transferred to the Buying Parties hereunder and the Tenants; an original requiring a consent or waiver therefore; (iii) a duly executed copy of each of a Management Agreement (the Tenant Leases and each such Service "Management Agreement; a letter "), in the form of Exhibit G-5 duly executed by Seller, addressed to each of the Tenants and other parties under the Service Agreements informing it of the assignments. Seller shall also deliver to Buyer at Closing evidence of Seller's termination of those Service Agreements not assigned to Buyer and payment of all sums owing to the parties to such Service Agreements.annexed hereto as EXHIBIT D; and (iv) An assignment such other certificates and documents as the Buying Parties or their counsel may reasonably request. (b) Shawx xxxll deliver to the Buying Parties the following: (i) a duly executed copy of an Employment Agreement and Covenant Not to Compete (the "Employment Agreement), in the form annexed hereto as EXHIBIT E which by virtue of Exhibit G-6, the substantial goodwill associated with the employment of Shawx will contain a liquidated damages provision in the amount of Five Hundred Thousand and no/100 Dollars ($500,000.00) if Shawx xxxves the employ of Diasti without cause or is discharged for cause; (ii) a duly executed and acknowledged by Sellercopy of a Lease Agreement (the "Lease Agreement), in the form annexed hereto as EXHIBIT F; (iii) a duly executed copy of a Consulting Agreement in the form annexed hereto as EXHIBIT G; and (and delivery to Buyer of originals or copies of): all permanent certificates of occupancy and all iv) such other licenses, permits, authorizations, consents, certificates and approvals documents as the Buying Parties or their counsel may reasonably request. Simultaneously with delivery of the items set forth in subsections (a) and (b) of this Section 2.2, Seller shall take all such steps as may be required by all governmental authorities having jurisdiction over to put the PropertyBuying Parties in actual possession and operating control of the Assets. (c) The Buying Parties shall deliver to Seller the following: (i) the portion of the Purchase Price due at Closing; (ii) the Coast Note; (iii) the Diasti Note; (iv) a duly executed copy of the Management Agreement; all fees, escrow and/or security funds, deposits and other sums heretofore paid by Seller to any governmental authority in connection with the Property; all certificates issued by the local Board of Fire Underwriters (or other body exercising similar functions); all plans, specifications and project manuals for the Property in Seller's possession; and all guarantees, bonds and warranties with respect to the Property (together with original counterparts of such instruments).and (v) An original counterpart of each of the Tenant Estoppel Certificates such other certificates and each of the SNDAs; and an original counterpart of each of the required Tenant Option Waivers and Tenant Right of First Refusal Waiversdocuments as Seller or its counsel may reasonably request. (vid) Such resolutions and certificates as The Buying Parties shall deliver to Shawx xxx following: (i) the Title Company shall require to evidence the due authorization Shawx Xxxe; (ii) a duly executed copy of the execution and performance of this Agreement and the documents to be delivered pursuant hereto; and all affidavits, indemnities and other agreements required by the Title Company to permit it to issue to Buyer the Owner's Policy of Title Insurance required pursuant to Section 5(a).Employment Agreement; (viiiii) A statement, certified by Seller (and accompanied with all relevant back-up documentation) setting forth all information necessary or required to permit Buyer to calculate and collect after Closing all payments a duly executed copy of additional rent and other charges due under the Tenant Leases.Lease Agreement; (viiiiv) All proper instruments for the conveyance a duly executed copy of the awards referred to in Sections 1(a), 1(b) and 12.Consulting Agreement; and (ixv) A Uniform Commercial Code search against Seller, such other certificates and documents as debtor, in the relevant offices of the State in which the Property is located and the County in which the Property is located, revealing no security interests or liens on the Personal Property, or releases of any which are disclosedShawx xx his counsel may reasonably request. (x) Duplicate copies of all books, records and operating reports in Seller's possession which are necessary to insure continuity of operation of the Property. (xi) An original executed counterpart of each of the Broker Confirmation Letters. (xii) A Guaranty Agreement in the form attached hereto as Exhibit C wherein Seller shall guaranty to Buyer the obligations of American Home Ensembles to pay all rent due under its lease for a period of 12 months from and after the Closing Date. (xiii) Any other documents required to be delivered by Seller pursuant to any other provisions of this Agreement.

Items to be Delivered at Closing. (a) At Closing, Seller shall deliver to Buyer the following: (i) The Deeds. Each of the Deeds shall be substantially in the form attached hereto as Exhibit G-1Deed. (ii) The Bills Xxxx of Sale. Each of the Bills of Sale shall be substantially in the form attached hereto as Exhibit G-2. (iii) Assignments An Assignment in the form of Exhibits G-3 and G-4, respectively, Exhibit E of the Tenant Leases and the Service Agreements designated on Exhibit D to be assigned to BuyerLease, duly executed and acknowledged by Seller and in proper form for recording, assigning to Buyer all of the lessor's and Seller's rights, title and interest in the Tenant Leases and such Service Agreements; Lease in consideration of Buyer assuming all of Seller's obligations under the Tenant Lease, together with all correspondence between Seller and the Tenants; Tenant, an original executed copy of each of the Tenant Leases Lease and each such Service Agreement; a letter in the form of Exhibit G-5 letters, duly executed by Seller, in form satisfactory to Buyer addressed to each of the Tenants and other parties under the Service Agreements Tenant informing it of the assignmentsassignment. Seller shall also deliver to Buyer at Closing evidence of Seller's termination of those all Service Agreements not assigned to Buyer and payment of all sums owing to the parties to such Service AgreementsAgreements to the extent such Service Agreements can be terminated at or prior to the Closing Date; and Seller shall assign to Buyer at Closing, and Buyer shall assume at Closing, any of the Service Agreements that cannot be terminated at or prior to the Closing Date. (iv) An assignment in the form of Exhibit G-6assignment, duly executed and acknowledged by Seller, of (and delivery to Buyer of originals or copies of): all permanent certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over with respect to the Property; all fees, escrow and/or security funds, deposits and other sums heretofore paid by Seller to any governmental authority in connection with the Property; all certificates issued by the local Board of Fire Underwriters (or other body exercising similar functions); all plans, specifications and project manuals for the Property in Seller's possession; and all guarantees, bonds and warranties with respect to the Property in Seller's possession (together with original counterparts of such instruments). (v) An original counterpart of each of the Tenant Tenants Estoppel Certificates Certificate, the Mortgagee Estoppel Certificate, and each of the SNDAs; and an original counterpart of each of the required Tenant Option Waivers and Tenant Right of First Refusal WaiversSNDA. (vi) Such resolutions and certificates as the Title Company shall require to evidence the due authorization of the execution and performance of this Agreement and the documents to be delivered pursuant hereto; and all affidavits, indemnities and other agreements required by the Title Company to permit it to issue to Buyer the Owner's Policy of Title Insurance required pursuant to Section 5(a). (vii) A statement, certified by Seller (and accompanied with all relevant back-up documentation) setting forth all information necessary or required to permit Buyer to calculate and collect after Closing all payments of additional rent and other charges due under the Tenant LeasesLease. (viii) All proper instruments for the conveyance of the awards referred to in Sections 1(a), 1(b) and 12. (ix) A Uniform Commercial Code search against Seller, as debtor, in the relevant offices of the State in which the Property is located and the County in which the Property is located, revealing no security interests or liens on the Personal Property, or releases of any which are disclosed. (x) Duplicate copies of all books, records and operating reports in Seller's possession which are necessary to insure continuity of operation of the Property. (xi) An original executed counterpart of each of the Broker Confirmation Letters. (xii) A Guaranty Agreement in the form attached hereto as Exhibit C wherein Seller shall guaranty to Buyer the obligations of American Home Ensembles to pay all rent due under its lease for a period of 12 months from and after the Closing Date. (xiiix) Any other documents required to be delivered by Seller pursuant to any other provisions of this Agreement. (b) At Closing, Buyer shall deliver to Seller the following: (i) The portion of the Purchase Price payable pursuant to Section 2(c). (ii) Assumption agreement, in the form of Exhibits E of the Tenant Lease, duly executed and acknowledged by Buyer and in proper form for recording. (iii) Any other document required to be delivered by Buyer pursuant to any other provisions of this Agreement.

Items to be Delivered at Closing. At the Closing, in addition to any other documents to be delivered under other provisions of this Agreement, the following items shall be delivered, all of such deliveries being deemed to occur simultaneously: (a) At ClosingTradeQwest will deliver, Seller shall deliver or will cause to Buyer be delivered, to Pangaea the following, the form and substance of which shall be reasonably acceptable to Pangaea and its legal counsel: (i) The Deeds. Each A certificate executed by the President and Secretary of TradeQwest to the effect that the representations and warranties made by TradeQwest in this Agreement are true and correct in all material respects as of the Deeds Closing Date, with the same effect as though made on and as of such date. (ii) A certificate from the Secretary of State of Delaware dated within 15 days of the Closing Date to the effect that TradeQwest is a corporation in good standing under the laws of said State. (iii) An opinion of its legal counsel, limited as to any portion of the opinion as to an aspect of this Agreement governed by the application of Delaware law, to Pangaea to the effect that: (1) TradeQwest is a corporation validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business in California; (2) TradeQwest has the corporate power to carry on its business as presently conducted; and (3) this Agreement has been duly authorized, executed and delivered by TradeQwest. Such opinion shall also cover such additional matters as Pangaea and its counsel may reasonably request. (b) Each TradeQwest Shareholder will deliver to Pangaea certificates representing the TradeQwest Common Stock of such shareholder to be exchanged for Pangaea Shares, along with a duly executed stock power transferring such certificates to Pangaea. (c) Pangaea will deliver, or cause to be delivered, to TradeQwest and/or the TradeQwest Shareholders the following, the form and substance of which shall be substantially reasonably acceptable to TradeQwest and its legal counsel: (i) A certificate executed by the President and Secretary of Pangaea, to the effect that the representations and warranties of Pangaea made in this Agreement are true and correct in all material respects as of the Closing Date, with the same effect as though made on and as of such date. (ii) Certified copies of the certificate of incorporation and by-laws of Pangaea, as in effect on the Closing Date. (iii) Certified copies of resolutions of the Pangaea Board of Directors authorizing this Agreement and the transactions contemplated hereby. (iv) A certificate from the Secretary of State of Delaware dated within 15 days of the Closing Date to the effect that Pangaea is a corporation in good standing under the laws of said State. (v) An opinion of its legal counsel, limited as to any portion of the opinion as to an aspect of this Agreement governed by the application of Delaware law, to TradeQwest to the effect that (1) Pangaea is a corporation validly existing and in good standing under the laws of the State of Delaware; (2) Pangaea has the corporate power to carry on its business as presently conducted; (3) This Agreement and the other documents and instruments delivered by Pangaea hereunder have been duly authorized, executed and delivered by Pangaea and each is a valid and binding obligation of Pangaea, enforceable in accordance with its terms; (4) Pangaea has taken all corporate action necessary for performance under this Agreement; and (5) The shares of Pangaea Common Stock issued to the TradeQwest Shareholders pursuant to this Agreement have been duly authorized and are validly issued, fully paid and non-assessable. Such opinion shall also cover such additional matters as TradeQwest and its counsel may reasonably request. (vi) Resignations of all of the officers of Pangaea and of all of its directors other than Xxxxxx Xxxx. (vii) A written consent of Xxxxxx Xxxx, as the sole remaining director of Pangaea, designating Xxxx Xxxxxxxx, Xxxxxx Xxxx and Xxxxxxx Xxxx to fill vacancies on the board of directors of Pangaea. (viii) A release of claims in the form attached hereto as Exhibit G-1. (ii) The Bills of Sale. Each of the Bills of Sale shall be substantially in the form attached hereto as Exhibit G-2. (iii) Assignments in the form of Exhibits G-3 and G-4C, respectively, of the Tenant Leases and the Service Agreements designated on Exhibit D to be assigned to Buyer, duly executed and acknowledged by Seller and in proper form for recording, assigning to Buyer all of the lessor's and Seller's rights, title and interest in the Tenant Leases and such Service Agreements; together with all correspondence between Seller and the Tenants; an original executed copy of each of the Tenant Leases and each such Service Agreement; a letter in the form of Exhibit G-5 duly executed by SellerPageOne Business Productions, addressed to each of the Tenants and other parties under the Service Agreements informing it of the assignments. Seller shall also deliver to Buyer at Closing evidence of Seller's termination of those Service Agreements not assigned to Buyer and payment of all sums owing to the parties to such Service Agreements. (iv) An assignment in the form of Exhibit G-6LLC, duly executed and acknowledged by SellerAppletree Investment Company, of (and delivery to Buyer of originals or copies of): all permanent certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the Property; all fees, escrow and/or security funds, deposits and other sums heretofore paid by Seller to any governmental authority in connection with the Property; all certificates issued by the local Board of Fire Underwriters (or other body exercising similar functions); all plans, specifications and project manuals for the Property in Seller's possession; and all guarantees, bonds and warranties with respect to the Property (together with original counterparts of such instruments). (v) An original counterpart of each of the Tenant Estoppel Certificates and each of the SNDAs; resigning directors and an original counterpart officers of each of the required Tenant Option Waivers and Tenant Right of First Refusal Waivers. (vi) Such resolutions and certificates as the Title Company shall require to evidence the due authorization of the execution and performance of this Agreement and the documents to be delivered pursuant hereto; and all affidavits, indemnities and other agreements required by the Title Company to permit it to issue to Buyer the Owner's Policy of Title Insurance required pursuant to Section 5(a). (vii) A statement, certified by Seller (and accompanied with all relevant back-up documentation) setting forth all information necessary or required to permit Buyer to calculate and collect after Closing all payments of additional rent and other charges due under the Tenant Leases. (viii) All proper instruments for the conveyance of the awards referred to in Sections 1(a), 1(b) and 12Pangaea. (ix) A Uniform Commercial Code search against Seller, as debtor, Certificates representing the Pangaea Shares to be issued to the TradeQwest Shareholders in the relevant offices of the State in which the Property is located and the County in which the Property is located, revealing no security interests or liens on the Personal Property, or releases of any which are disclosedExchange. (x) Duplicate copies Evidence satisfactory to TradeQwest of the filing of all books, records and operating reports in Seller's possession which are necessary 1934 Act Filings due by Pangaea for periods prior to insure continuity of operation of the Property. (xi) An original executed counterpart of each of the Broker Confirmation Letters. (xii) A Guaranty Agreement in the form attached hereto as Exhibit C wherein Seller shall guaranty to Buyer the obligations of American Home Ensembles to pay all rent due under its lease for a period of 12 months from and after the Closing Date. (xiii) Any other documents required to be delivered by Seller pursuant to any other provisions of this Agreement.

Items to be Delivered at Closing. At the Closing and subject to the terms and conditions herein contained: (ai) At ClosingSeller will, and Shareholder will cause Seller shall to, deliver to Buyer the following: (ia) The Deeds. Each A duly executed xxxx of the Deeds shall be substantially sale in the form attached hereto as Exhibit G-1"J," to convey, transfer and assign to, and vest in, Buyer good, valid and marketable title in and to all of the tangible Assets. (b) A duly executed assignment of Contracts in form attached hereto as Exhibit "K." (c) The sum of One Hundred Thirty-One Thousand Four Hundred Dollars ($131,400.00) in immediately available United States funds. (d) Copies of the Articles of Incorporation and By-Laws, and any amendments thereto, for Seller certified by the Registrar of Companies. (e) A certificate of the president or a vice president of Seller, dated as of the Closing, certifying that the Seller has performed and complied with all agreements and conditions required by this Agreement to be performed and complied with by the Seller prior to or at Closing. (f) A report of the Registrar of Companies, dated not more than five (5) business days prior to the Closing, that Seller is a validly existing corporation and is in good standing. (g) An incumbency certificate for the Seller dated as of the Closing, including specimen signatures. (h) Consents to the assignment of all Contracts with the exception of the Canton P.O. (i) A duly executed License Agreement in the form of Exhibit G attached hereto regarding the Intellectual Property. (j) A discharge or release of any security interest in favor of Royal Bank, or any other secured party, concerning any of the Assets. (k) Certificates of all patents subject to the License Agreement. (l) Certificates of all trademarks subject to the License Agreement. (ii) The Bills Buyer will deliver to Seller: (a) A duly executed assignment by TSP to Seller of Sale. Each a thirty seven percent (37%) membership interest in Buyer; (b) A certified copy of the Bills resolutions of Sale shall be substantially in the form attached hereto as Exhibit G-2sole member of Buyer authorizing the assignment by TSP of membership interest to Seller; (c) An Operating Agreement for Buyer reasonably satisfactory to counsel for Seller. (iiid) Assignments in A consent to the form of Exhibits G-3 and G-4, respectively, assignment of the Tenant Leases and the Service Agreements designated on Exhibit D to be assigned to Buyer, duly executed and acknowledged by Seller and in proper form for recording, assigning to Buyer all of the lessor's and Seller's rights, title and interest in the Tenant Leases and such Service Agreements; together with all correspondence between Seller and the Tenants; an original executed copy of each of the Tenant Leases and each such Service Agreement; a letter in the form of Exhibit G-5 duly executed by Seller, addressed to each of the Tenants and other parties under the Service Agreements informing it of the assignments. Seller shall also deliver to Buyer at Closing evidence of Seller's termination of those Service Agreements not assigned to Buyer and payment of all sums owing to the parties to such Service Agreements. (iv) An assignment in the form of Exhibit G-6, duly executed and acknowledged by Seller, of (and delivery to Buyer of originals or copies of): all permanent certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the Property; all fees, escrow and/or security funds, deposits and other sums heretofore paid by Seller to any governmental authority in connection with the Property; all certificates issued by the local Board of Fire Underwriters (or other body exercising similar functions); all plans, specifications and project manuals for the Property in Seller's possession; and all guarantees, bonds and warranties with respect to the Property (together with original counterparts of such instruments). (v) An original counterpart of each of the Tenant Estoppel Certificates and each of the SNDAs; and an original counterpart of each of the required Tenant Option Waivers and Tenant Right of First Refusal Waivers. (vi) Such resolutions and certificates as the Title Company shall require to evidence the due authorization of the execution and performance of this Agreement and the documents to be delivered pursuant hereto; and all affidavits, indemnities and other agreements required by the Title Company to permit it to issue to Buyer the Owner's Policy of Title Insurance required pursuant to Section 5(a). (vii) A statement, certified by Seller (and accompanied with all relevant back-up documentation) setting forth all information necessary or required to permit Buyer to calculate and collect after Closing all payments of additional rent and other charges due under the Tenant Leases. (viii) All proper instruments for the conveyance of the awards referred to in Sections 1(a), 1(b) and 12. (ix) A Uniform Commercial Code search against Seller, as debtor, in the relevant offices of the State in which the Property is located and the County in which the Property is located, revealing no security interests or liens on the Personal Property, or releases of any which are disclosed. (x) Duplicate copies of all books, records and operating reports in Seller's possession which are necessary to insure continuity of operation of the Property. (xi) An original executed counterpart of each of the Broker Confirmation Letters. (xii) A Guaranty Agreement in the form attached hereto as Exhibit C wherein Seller shall guaranty to Buyer the obligations of American Home Ensembles to pay all rent due under its lease for a period of 12 months from and after the Closing Date. (xiii) Any other documents required to be delivered by Seller pursuant to any other provisions of this Agreement.Canton P.O.

Items to be Delivered at Closing. (a) At or prior to Closing, Seller shall deliver to Buyer the Escrow Agent the following: (i) The the Deeds. Each , together with the State of Nevada Declaration of Value form setting forth the Deeds shall be substantially Purchase Price as the purchase price thereon; (ii) a Xxxx of Sale with respect to Seller’s personal property (if any) located at the Property in the form attached hereto as Exhibit G-1. (ii) The Bills of Sale. Each “D” hereto; Seller’s signage shall be a part of the Bills of Sale personal property sold hereunder but the name LogistiCenter and the right to such name is specifically excluded. Seller shall be substantially in remove the form attached hereto as Exhibit G-2.name LogistiCenter from all signage within one (1) week following the Closing (and repair any damage caused thereby) (which obligation shall survive the Closing); (iii) Assignments in a general assignment of any and all contracts that are approved by Purchaser prior to the form of Exhibits G-3 and G-4, respectively, expiration of the Tenant Leases Inspection Period and the Service Agreements designated on Exhibit D to be assigned to Buyer, duly executed assignable warranties and acknowledged by Seller and in proper form for recording, assigning to Buyer all of the lessor's and Seller's rights, title and interest in the Tenant Leases and such Service Agreements; together with all correspondence between Seller and the Tenants; an original executed copy of each of the Tenant Leases and each such Service Agreement; a letter in the form of Exhibit G-5 duly executed by Seller, addressed to each of the Tenants and other parties under the Service Agreements informing it of the assignments. Seller shall also deliver to Buyer at Closing evidence of Seller's termination of those Service Agreements not assigned to Buyer and payment of all sums owing to the parties to such Service Agreements. (iv) An assignment in the form of Exhibit G-6, duly executed and acknowledged by Seller, of (and delivery to Buyer of originals or copies of): all permanent certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the Property; all fees, escrow and/or security funds, deposits and other sums heretofore paid by Seller to any governmental authority in connection with the Property; all certificates issued by the local Board of Fire Underwriters (or other body exercising similar functions); all plans, specifications and project manuals for the Property in Seller's possession; and all guarantees, bonds and warranties permits with respect to the Property in the form attached as Exhibit “E” hereto (together the “General Assignment”); (iv) an assignment of general contractor’s guarantee (“Guaranty Assignment”) duly executed by Seller and United Construction Company with original counterparts respect to those warranties identified by Purchaser prior to the expiration of such instruments).the Inspection Period; (v) An original counterpart an affidavit, in the form attached as Exhibit “F” hereto signed by Seller stating under penalty of each of perjury Seller’s United States taxpayer identification number and that Seller is not a foreign person as defined by the Tenant Estoppel Certificates and each of the SNDAs; and an original counterpart of each of the required Tenant Option Waivers and Tenant Right of First Refusal Waivers.IRS Code, Section 1445(F)(3); (vi) Such resolutions an Assignment and certificates as the Title Company shall require to evidence the due authorization Assumption of the execution and performance of this Agreement and the documents to be delivered pursuant hereto; and all affidavits, indemnities and other agreements required by the Title Company to permit it to issue to Buyer the Owner's Policy of Title Insurance required pursuant to Section 5(a). (vii) A statement, certified by Seller (and accompanied with all relevant back-up documentation) setting forth all information necessary or required to permit Buyer to calculate and collect after Closing all payments of additional rent and other charges due under the Tenant Leases. (viii) All proper instruments for the conveyance of the awards referred to in Sections 1(a), 1(b) and 12. (ix) A Uniform Commercial Code search against Seller, as debtor, in the relevant offices of the State in which the Property is located and the County in which the Property is located, revealing no security interests or liens on the Personal Property, or releases of any which are disclosed. (x) Duplicate copies of all books, records and operating reports in Seller's possession which are necessary to insure continuity of operation of the Property. (xi) An original executed counterpart of each of the Broker Confirmation Letters. (xii) A Guaranty Leases Agreement in the form attached hereto as Exhibit C wherein “G”; (vii) an Escrow Agreement covering the funds from Seller’s proceeds to be held by the Title Company in escrow to fund work to be completed by Seller’s general contractor as provided in Exhibit K (the “Escrow Agreement”), which Escrow Agreement shall specify any additional warranties that will be issued upon the completion of such work. (viii) all original (or copies if originals are not in Seller’s possession or control) to the extent within Seller’s possession or control, of: (a) certificates, licenses, permits, authorizations and approvals issued for or with respect to the Property by governmental and quasi-governmental authorities having jurisdiction; (b) copies of all of the newly issued warranties, if any, for Buildings 3 and 4; and (c) all non-proprietary books and records (including any operating manuals for equipment and machinery) located at the Property or at the office of the manager of the Property relating to the construction or operation of the Property [provided that same may be delivered to Purchaser outside of Escrow]; (ix) a Seller shall guaranty FIRPTA Affidavit; (x) an affidavit to Buyer the obligations benefit of American Home Ensembles the Title Company in the form attached hereto as Exhibit “H”, for the purposes of deleting from Purchaser’s title policy the “gap” and the standard exceptions of such title insurance company, including exceptions for claims of parties-in-possession and mechanic’s liens arising from work performed at the request of a party other than Purchaser, all as they pertain to pay all the Property. (xi) such other documents reasonably required by Purchaser or the Title Company to consummate the transactions contemplated herein (including a settlement statement); (xii) a certified rent due under its lease for a period roll as of 12 months from and after the Closing Date.; (xiii) Any the executed original Tenant Estoppel Certificates (to the extent not previously delivered to Purchaser); (xiv) a counterpart tenant notice letter in a form prepared by Purchaser; (xv) All original Leases and Contracts [provided that same may be delivered to Purchaser outside of Escrow]; and (xvi) an assignment of declarant rights (“Declaration Assignment”), pursuant to which the declarant rights under that certain Declaration of Covenants, Conditions, and Restrictions and Reciprocal Easement Agreement for LogistiCenter @ I-8O shall be assigned; and (xvii) A complete set of any keys for the Property [provided that same may be delivered to Purchaser outside of Escrow]. (b) At the Closing, Purchaser shall deliver to the Escrow Agent the following: (i) the Purchase Price (less a credit for the Deposit), subject to adjustments and prorations as set forth in this Agreement; (ii) funds in the amount necessary to make all other Purchaser disbursements and payments required by the closing and disbursement statements executed in connection with Closing; (iii) a counterpart original of the General Assignment; (iv) a counterpart original of the Assignment and Assumption of Leases Agreement; (v) a counterpart original of the Guaranty Assignment; (vi) a counterpart original of the Escrow Agreement (as described in Section 14(a)(vii) above); (vii) a counterpart tenant notice letter; (viii) the State of Nevada Declaration of Value showing Parcel Numbers 000-000-00 and 000-000-00 (Buildings 1 and 2) at a value of $36,673,000.00 and Parcel Numbers 000-000-00 and 000-000-00 (Buildings 3 and 4) at a value of $35,649,250.00, for a total value of $72,322,250.00; (ix) a counterpart of the Declaration Assignment; and (x) such other documents reasonably required to be delivered by Seller pursuant or the Title Company to any consummate the transactions contemplated herein (including a settlement statement). (c) Upon receipt of the documents, items and funds set forth in Subsections (a) and (b) above, the Escrow Agent shall be authorized to, among other provisions things: (i) record the Deeds and the Declaration Assignment in the land records of this Agreementthe applicable county; (ii) deliver each document received hereunder by Escrow Agent to the person acquiring rights under said document or for whose benefit said document was acquired; (iii) deliver an owner’s policy of title insurance or marked commitment therefor to Purchaser; and (iv) deliver to Seller the Purchase Price and make all other disbursements required by the closing and disbursement statements executed in connection with Closing.

Items to be Delivered at Closing. At the Closing and subject to the terms and conditions herein contained: (a) At Closing, Seller Sellers shall deliver to Buyer the following: (i) The Deeds. Each original share certificates representing the LINCOLN Shares, fully paid and non-assessable and subject to no liens, security interest, pledges; encumbrances, charges, restrictions, demands or claims in any other party whatsoever, except as set forth in the legend on some of the Deeds certificate(s), which legend shall be provide substantially in as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF FOR A PERIOD OF ONE YEAR FROM THE ISSUANCE THEREOF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS OR (ii) UPON THE EXPRESS WRITTEN AGREEMENT OF THE COMPANY AND COMPLIANCE, TO THE EXTENT APPLICABLE, WITH RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES) executed or accompanied by a stock power for valid transfer of the form attached hereto as Exhibit G-1shares to the Buyer or its assigns. (ii) The Bills of Sale. Each a resolution of the Bills Board of Sale shall be substantially in Directors of LINCOLN, a legal opinion of counsel to the form attached hereto as Exhibit G-2. (iii) Assignments in the form of Exhibits G-3 and G-4Sellers, respectively, of the Tenant Leases and the Service Agreements designated on Exhibit D to be assigned to Buyer, duly executed and acknowledged by Seller and in proper form for recording, assigning to Buyer all of the lessor's and Seller's rights, title and interest in the Tenant Leases and such Service Agreements; together with all correspondence between Seller and the Tenants; an original executed copy resignations of each of the Tenant Leases officers and each directors and such Service Agreement; a letter in additional documents, instruments or agreements as the form of Exhibit G-5 duly executed by Seller, addressed to each of the Tenants and other parties under the Service Agreements informing it of the assignments. Seller Buyer shal1 reasonably require; (b) Buyer shall also deliver to Buyer at Closing evidence of Seller's termination of those Service Agreements not assigned to Buyer and payment of all sums owing Sellers the Purchase Price in cash in immediately available funds to the parties bank accounts designated by Sellers to such Service Agreements. (iv) An assignment in the form of Exhibit G-6, duly executed and acknowledged by Seller, of (and delivery to Buyer of originals or copies of): all permanent certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the Property; all fees, escrow and/or security funds, deposits and other sums heretofore paid by Seller to any governmental authority in connection with the Property; all certificates issued by the local Board of Fire Underwriters (or other body exercising similar functions); all plans, specifications and project manuals for the Property in Seller's possession; and all guarantees, bonds and warranties with respect to the Property (together with original counterparts of such instruments). (v) An original counterpart of each of the Tenant Estoppel Certificates and each of the SNDAs; and an original counterpart of each of the required Tenant Option Waivers and Tenant Right of First Refusal Waivers. (vi) Such resolutions and certificates as the Title Company shall require to evidence the due authorization of the execution and performance of this Agreement and the documents to be delivered pursuant hereto; and all affidavits, indemnities and other agreements required by the Title Company to permit it to issue to Buyer the Owner's Policy of Title Insurance required pursuant to Section 5(a). (vii) A statement, certified by Seller (and accompanied with all relevant back-up documentation) setting forth all information necessary or required to permit Buyer to calculate and collect after Closing all payments of additional rent and other charges due under the Tenant Leases. (viii) All proper instruments for the conveyance of the awards referred to in Sections 1(a), 1(b) and 12. (ix) A Uniform Commercial Code search against Seller, as debtor, in the relevant offices of the State in which the Property is located and the County in which the Property is located, revealing no security interests or liens on the Personal Property, or releases of any which are disclosed. (x) Duplicate copies of all books, records and operating reports in Seller's possession which are necessary to insure continuity of operation of the Property. (xi) An original executed counterpart of each of the Broker Confirmation Letters. (xii) A Guaranty Agreement in the form attached hereto as Exhibit C wherein Seller shall guaranty to Buyer the obligations of American Home Ensembles to pay all rent due under its lease for a period of 12 months from and after the Closing Date. (xiii) Any other documents required to be delivered by Seller pursuant to any other provisions of this Agreement.Buyer,

Items to be Delivered at Closing. At the Closing and subject to the -------------------------------- terms and conditions herein contained: (a) At Closing, Seller Sellers shall deliver to Buyer Purchaser all instruments and documents necessary to carry out the terms and provisions of the Agreement including, but not limited to, the following: (i) The Deeds. Each of the Deeds shall be substantially certificate or certificates evidencing the Company Shares being sold by Sellers to Purchaser, duly endorsed in the form attached hereto as Exhibit G-1.blank or accompanied by a stock power or powers executed in blank, with all signatures guaranteed by a domestic commercial bank or trust company satisfactory to Purchaser and with all necessary transfer tax and revenue stamps, acquired at Seller's expense, affixed and canceled; (ii) The Bills of Sale. Each of the Bills of Sale shall be substantially closing certificate described in the form attached hereto as Exhibit G-2.Section 6.1.3; (iii) Assignments certificates from appropriate state officials, dated not earlier than ten (10) days prior to the Closing Date, reflecting that the Company is in existence and good standing under the form of Exhibits G-3 and G-4, respectively, laws of the Tenant Leases jurisdiction of its incorporation and the Service Agreements designated on Exhibit D qualified to be assigned to Buyer, duly executed and acknowledged by Seller do business and in proper form for recording, assigning to Buyer all of the lessor's and Seller's rights, title and interest in the Tenant Leases and such Service Agreements; together with all correspondence between Seller and the Tenants; an original executed copy of each of the Tenant Leases and each such Service Agreement; a letter in the form of Exhibit G-5 duly executed by Seller, addressed to each of the Tenants and other parties good standing under the Service Agreements informing it laws of any other jurisdiction in which the assignments. Seller shall also deliver to Buyer at Closing evidence nature of Seller's termination its business or the ownership of those Service Agreements not assigned to Buyer and payment of all sums owing to the parties to such Service Agreements.its property makes qualification necessary; (iv) An assignment in the form of Exhibit G-6written resignation, duly executed and acknowledged by Sellereffective the Closing Date, of (all of the officers and delivery to Buyer directors of originals or copies of): all permanent certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the Property; all fees, escrow and/or security funds, deposits and other sums heretofore paid by Seller to any governmental authority in connection with the Property; all certificates issued by the local Board of Fire Underwriters (or other body exercising similar functions); all plans, specifications and project manuals for the Property in Seller's possession; and all guarantees, bonds and warranties with respect to the Property (together with original counterparts of such instruments).Company; (v) An original counterpart of each documentation reflecting that all Taxes, as defined in Section 3.1.6, that are due and owing as of the Tenant Estoppel Certificates and each of the SNDAs; and an original counterpart of each of the required Tenant Option Waivers and Tenant Right of First Refusal Waivers.Closing Date have been paid; (vi) Such resolutions and certificates as the Title Company shall require to evidence the due authorization of the execution and performance of this Agreement and the documents to be delivered pursuant hereto; and all affidavits, indemnities and other executed shareholder agreements required by the Title Company to permit it to issue to Buyer the Owner's Policy of Title Insurance required pursuant to described in Section 5(a).6.1.7; (vii) A statementa Title Policy issued through the Title Company by an insurer satisfactory to Purchaser, certified by Seller in an amount equal to the appraised value of the Real Property, insuring the Company's title to the Real Property subject only to the Permitted Exceptions (defined in Section 5.3). and accompanied simultaneously with such delivery, all relevant back-up documentation) setting forth all information necessary or such steps will be taken as may be required to permit Buyer to calculate put Purchaser in actual possession and collect after Closing all payments operating control of additional rent and other charges due under the Tenant LeasesCompany. (viiib) All proper instruments for the conveyance of the awards referred to in Sections 1(a), 1(b) and 12. (ix) A Uniform Commercial Code search against Seller, as debtorPurchaser shall, in accordance with Section 1.2.5, deliver to (i) Sellers, the relevant offices of Seller Closing Payment, (ii) to the State in which Escrow Agent, the Property is located Escrow Closing Payment, and (iii) the County in which titles to the Property is locatedVehicles, revealing no security interests or liens on the Personal Property, or releases of any which are disclosed. (x) Duplicate copies free and clear of all books, records liens and operating reports in Seller's possession which are necessary to insure continuity of operation of the Propertyencumbrances. (xi) An original executed counterpart of each of the Broker Confirmation Letters. (xii) A Guaranty Agreement in the form attached hereto as Exhibit C wherein Seller shall guaranty to Buyer the obligations of American Home Ensembles to pay all rent due under its lease for a period of 12 months from and after the Closing Date. (xiii) Any other documents required to be delivered by Seller pursuant to any other provisions of this Agreement.

Items to be Delivered at Closing. At the Closing and subject to the terms and conditions herein contained: (a) At Closing, Seller shall deliver to Buyer Purchaser the following: (i) The Deeds. Each such stock certificates, special or limited warranty deeds and bills of the Deeds sale, assignments, and other instruments and documents of conveyance and transfer, as shall be substantially in the form attached hereto as Exhibit G-1. (ii) The Bills of Sale. Each of the Bills of Sale shall be substantially in the form attached hereto as Exhibit G-2. (iii) Assignments in the form of Exhibits G-3 necessary and G-4effective to transfer and assign to, respectivelyand vest in, of the Tenant Leases and the Service Agreements designated on Exhibit D to be assigned to Buyer, duly executed and acknowledged by Seller and in proper form for recording, assigning to Buyer Purchaser all of the lessor's and Seller's rightsright, title and interest in and to the Tenant Leases Assets; (ii) all books and such Service Agreements; together with all correspondence between records of Seller and the TenantsTransferred Subsidiaries, which includes agreements, contracts, commitments, leases, plans, bids, quotations, proposals, instruments, price books and price lists, customer and subscriber lists, supplier lists, sales records, files, correspondences, rulings issued by governmental entities, and other documents, books, records, papers, files, office supplies and data belonging to Seller which are part of the Assets, and to the extent transferable, computer programs and software, data bases whether in the form of computer tapes or otherwise, related object and source codes, manuals and guidebooks; an provided, however, that Seller shall be entitled to retain copies of all terminated or expired contracts, agreements, commitments, leases and litigation documents; (iii) valid share certificates issued by the Transferred Subsidiaries evidencing all of the issued shares of each such corporation, each duly endorsed in blank or with separate stock powers duly endorsed in blank attached; (iv) the original executed copy corporate minute books and stock records of each of the Tenant Leases Transferred Subsidiaries; (v) resignations and each such Service Agreement; a letter in the form of Exhibit G-5 duly executed by Seller, addressed to releases from each of the Tenants officers and other parties under the Service Agreements informing it directors of each of the assignmentsTransferred Subsidiaries; (vi) a certificate of good standing of ACX, Seller and each of the Transferred Subsidiaries as of the most recent practicable date, from the Secretary of State of the state of incorporation or organization for each corporation; (vii) the certificate of an officer of Seller certifying (a) the adoption and copies of resolutions of the boards of Directors of ACX and Seller approving the transactions contemplated by this Agreement and (b) the incumbency of the officers of Seller who are either executing this Agreement or any of the other documents contemplated hereunder, and the certificate of an officer of affiliates of Seller certifying (a) the adoption and copies of any resolution evidencing any other required corporate approvals by any of the affiliates of Seller and (b) the incumbency of the officers of affiliates of Seller who are executing any of the other documents contemplated hereunder; (viii) the certificate of an officer of each Transferred Subsidiary certifying and attaching thereto true and complete copies of the Organization Documents of the Transferred Subsidiaries (the certificate of incorporation attached thereto shall be certified by the applicable Secretary of State or other authority); and (ix) evidence of the filing of the name changes for the Transferred Subsidiaries as contemplated by Section 2.4 of this Agreement. and simultaneously with such delivery, all such steps will be taken as may be required to put Purchaser in actual possession and operating control of the Assets. (b) Purchaser shall deliver to Seller the following: (i) the Closing Payment in accordance with Section 1.3.2 hereof; and (ii) an assumption agreement whereby Purchaser assumes and agrees to pay, discharge or perform, as appropriate, the Assumed Liabilities. (c) The parties hereto shall also deliver to Buyer at Closing evidence of Seller's termination of those Service Agreements not assigned to Buyer and payment of all sums owing to each other the parties to such Service Agreements. (iv) An assignment in the form of Exhibit G-6agreements, duly executed and acknowledged by Seller, of (and delivery to Buyer of originals or copies of): all permanent certificates of occupancy and all other licenses, permits, authorizations, consents, opinions certificates and approvals required by all governmental authorities having jurisdiction over the Property; all fees, escrow and/or security funds, deposits other documents and other sums heretofore paid by Seller to any governmental authority in connection with the Property; all certificates issued by the local Board of Fire Underwriters (or other body exercising similar functions); all plans, specifications and project manuals for the Property in Seller's possession; and all guarantees, bonds and warranties with respect to the Property (together with original counterparts of such instruments). (v) An original counterpart of each of the Tenant Estoppel Certificates and each of the SNDAs; and an original counterpart of each of the required Tenant Option Waivers and Tenant Right of First Refusal Waivers. (vi) Such resolutions and certificates as the Title Company shall require to evidence the due authorization of the execution and performance of this Agreement and the documents to be delivered pursuant hereto; and all affidavits, indemnities and other agreements required by the Title Company to permit it to issue to Buyer the Owner's Policy of Title Insurance required pursuant to Section 5(a). (vii) A statement, certified by Seller (and accompanied with all relevant back-up documentation) setting forth all information necessary or required to permit Buyer to calculate and collect after Closing all payments of additional rent and other charges due under the Tenant Leases. (viii) All proper instruments for the conveyance of the awards referred to in Sections 1(a), 1(b) and 12Article V hereof. (ix) A Uniform Commercial Code search against Seller, as debtor, in the relevant offices of the State in which the Property is located and the County in which the Property is located, revealing no security interests or liens on the Personal Property, or releases of any which are disclosed. (x) Duplicate copies of all books, records and operating reports in Seller's possession which are necessary to insure continuity of operation of the Property. (xi) An original executed counterpart of each of the Broker Confirmation Letters. (xii) A Guaranty Agreement in the form attached hereto as Exhibit C wherein Seller shall guaranty to Buyer the obligations of American Home Ensembles to pay all rent due under its lease for a period of 12 months from and after the Closing Date. (xiii) Any other documents required to be delivered by Seller pursuant to any other provisions of this Agreement.

Items to be Delivered at Closing. (a) At Closingeach closing, Seller shall deliver to Buyer Purchaser each of the following (in each case to the extent applicable to the Relevant Center for the closing): (i) Executed and acknowledged counterparts of the Assignment of Partnership Interests conveying ownership to all of the Equity Interests within each of the Partnerships owning any of the Relevant Centers, substantially in the form of Exhibit J. (ii) A certificate from each Seller that it is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code. (iii) With respect to each Partnership owning any of the Relevant Centers, in each case as listed on Exhibit A, searches, in the names of Seller and the Partnership of the Uniform Commercial Code records for the State of Florida and any other state pursuant to whose laws such entities have been formed or are existing. Such searches shall indicate that (a) as of the date of such searches (which date shall be no more than 15 days preceding the relevant closing), the Equity Interests attributable to the Relevant Centers were not the subject of any filed financing statements other than financing statement which will be terminated and released in connection with the closing and (b) the assets of the General Partners and the Partnerships were not subject to any filed financing statements other than financing statements (1) evidencing Permitted Title Exceptions with respect to such Relevant Centers or (2) which will be terminated and released in connection with the closing, or granted to Seller to evidence the Security Agreement for the PM Note. (iv) With respect to each Relevant Center, a fully paid ALTA owner's policy of title insurance or marked up commitment signed and redated as of the closing, insuring the relevant Partnership as owner of its respective Center free and clear of any Liens other than Permitted Title Exceptions with respect to said Center and containing the endorsements referenced in Exhibit C attached hereto (to the extent that the same are issuable under applicable Florida law), each title insurance policy to be issued by the Title Company through its Fort Lauderdale Branch, in an aggregate amount equal to the Purchase Price allocable to that Center and otherwise substantially in the form of the owners' policies of title insurance contained in the Preliminary Inspection Materials. (v) A Closing certificate from Swerdlow and each Seller in the form of Exhibit L (the "Seller's Closing Title Certificate"). (vi) In the case of the CMBS Closing: (A) a Final Lender Estoppel with respect to the CMBS Debt which shall be dated no earlier than fifteen (15) days prior to said closing and shall confirm that the outstanding indebtedness under the CMBS Debt shall be no greater than the CMBS Maximum Loan Amount as of the CMBS Closing (it being understood, however, that if the Final Lender Estoppel instead indicates that the outstanding indebtedness under the CMBS Debt shall be greater than the CMBS Maximum Loan Amount as of the CMBS Closing Date, then Purchaser shall have the right, by written notice to Seller, to elect to proceed with the CMBS Closing with no adjustment in the applicable Purchase Price, it being agreed, however, that in such event the cash portion of the Purchase Price payable at the CMBS Closing shall be reduced by an amount equal to the excess of the outstanding indebtedness under the CMBS Debt as of the CMBS Closing Date over the CMBS Maximum Loan Amount); and (B) release of the GECC Pledge and guarantors. (vii) With respect to each Relevant Center, each of the following: (iA) The Deeds. Each Originals of all Leases (and the related Tenant Estoppel Certificate) pertaining to space within the Relevant Centers, and, to the extent in Seller's possession, any subleases relating thereto, including all of the Deeds original amendments and guarantees relating to such Leases, together with complete copies of all landlord-to-landlord and tenant-to-tenant assignments of such Leases up to and including the closing date, together with any non-monetary security deposits, advance rentals or other collateral received under such Leases to the extent in Seller's possession; (B) Copies of all material files in Seller's possession or control pertaining to the Leases of space within the Relevant Centers, the management, maintenance or operation of the Relevant Centers and any books and records and any other files which are used in connection with the ownership, operation, management, maintenance or occupancy of the Relevant Centers (including any warranties pertaining to any improvements at the Centers (e.g., roof warranties)); and (C) All keys, combinations to locks and/or passwords, codes or instructions for other security devices related to the Relevant Centers in Seller's possession. (viii) With respect to the Millenia Closing, a recordable restriction or other agreement in form and substance reasonably satisfactory to Seller and Purchaser which shall provide in perpetuity that no building or other improvement which may block visibility to the Millenia Center may be substantially placed above ground in the form area shown as "No Build Area" on the Site Plan with respect to the real property adjacent to Millenia Center attached hereto as Exhibit G-1N (the "Millenia Adjacent Property"), other than those consistent with the operation, striping, paving, lighting and landscaping of parking areas thereon, said approval not to be unreasonably withheld. (ix) Resolutions (or other evidence of action reasonably satisfactory to Purchaser) of Swerdlow and each Seller authorizing the transactions effected at such closing. (b) At each closing: (i) Purchaser shall make the applicable cash payment to Seller required by Section 2. Purchaser further shall execute and deliver the PM Note and the relevant Security Documents, to the extent called for by Section 2(c). Purchaser further shall deliver to Seller to the extent applicable at closing the executed Brainfood Note, CMBS Vacancy Note, and Hollywood Vacancy Note to the extent contemplated hereby, and executed and acknowledged counterparts of the applicable Assignments of Partnership Interests referred to in Section 20(a). (ii) The Bills Purchaser shall deliver a resolution of Sale. Each of Purchaser authorizing the Bills of Sale shall be substantially in the form attached hereto as Exhibit G-2transactions. (iii) Assignments in the form of Exhibits G-3 and G-4, respectively, of the Tenant Leases and the Service Agreements designated on Exhibit D to be assigned to Buyer, duly executed and acknowledged by Seller and in proper form for recording, assigning to Buyer all of the lessor's and Seller's rights, title and interest in the Tenant Leases and such Service Agreements; together with all correspondence between Seller and the Tenants; an original executed copy of each of the Tenant Leases and each such Service Agreement; a letter in the form of Exhibit G-5 duly executed by Seller, addressed to each of the Tenants and other parties under the Service Agreements informing it of the assignments. Seller shall also deliver to Buyer at Closing evidence of Seller's termination of those Service Agreements not assigned to Buyer and payment of all sums owing to the parties to such Service Agreements. (iv) An assignment in the form of Exhibit G-6, duly executed and acknowledged by Seller, of (and delivery to Buyer of originals or copies of): all permanent certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the Property; all fees, escrow and/or security funds, deposits and other sums heretofore paid by Seller to any governmental authority in connection with the Property; all certificates issued by the local Board of Fire Underwriters (or other body exercising similar functions); all plans, specifications and project manuals for the Property in Seller's possession; and all guarantees, bonds and warranties with respect to the Property (together with original counterparts of such instruments). (v) An original counterpart of each of the Tenant Estoppel Certificates and each of the SNDAs; and an original counterpart of each of the required Tenant Option Waivers and Tenant Right of First Refusal Waivers. (vi) Such resolutions and certificates as the Title Company shall require to evidence the due authorization of the execution and performance of this Agreement and the documents to be delivered pursuant hereto; and all affidavits, indemnities and other agreements required by the Title Company to permit it to issue to Buyer the Owner's Policy of Title Insurance required pursuant to Section 5(a). (vii) A statement, certified by Seller (and accompanied with all relevant back-up documentation) setting forth all information necessary or required to permit Buyer to calculate and collect after Closing all payments of additional rent and other charges due under the Tenant Leases. (viii) All proper instruments for the conveyance of the awards referred to in Sections 1(a), 1(b) and 12. (ix) A Uniform Commercial Code search against Seller, as debtor, in the relevant offices of the State in which the Property is located and the County in which the Property is located, revealing no security interests or liens on the Personal Property, or releases of any which are disclosed. (x) Duplicate copies of all books, records and operating reports in Seller's possession which are necessary to insure continuity of operation of the Property. (xi) An original executed counterpart of each of the Broker Confirmation Letters. (xii) A Guaranty Agreement in the form attached hereto as Exhibit C wherein Seller shall guaranty to Buyer the obligations of American Home Ensembles to pay all rent due under its lease for a period of 12 months from and after the Closing Date. (xiii) Any other documents required to be delivered by Seller pursuant to any other provisions of this Agreement.

Items to be Delivered at Closing. At the Closing and subject to the terms and conditions herein contained: (a) At Closing, Seller shall deliver to Buyer the following: (i) The Deeds. Each such bills of the Deeds sale with warranties as to title, assignments, endorsements and other good and sufficient instruments and documents of conveyance and transfer as shall be substantially necessary and effective to transfer and assign to and vest in the form attached hereto as Exhibit G-1. (ii) The Bills of Sale. Each of the Bills of Sale shall be substantially in the form attached hereto as Exhibit G-2. (iii) Assignments in the form of Exhibits G-3 and G-4, respectively, of the Tenant Leases and the Service Agreements designated on Exhibit D to be assigned to Buyer, duly executed and acknowledged by Seller and in proper form for recording, assigning to Buyer all of the lessor's and Seller's rightsright, title and interest in and to the Tenant Leases Assets, including without limitation (A) good and such Service Agreements; together with valid title in and to all correspondence between Seller and the Tenants; an original executed copy of each of the Tenant Leases Assets owned by Seller, (B) good and each such Service Agreement; a letter valid leasehold interests in and to all of the Assets leased by Seller as lessee, and (C) all of Seller's rights under all agreements, contracts, commitments, instruments and other documents included in the form Assets to which Seller is a party or by which he has rights on the Closing Date including those Bills of Exhibit G-5 Sale in the forms annexed hereto and made a part hereof as SCHEDULE 2.2(A); (ii) original instruments of consent or waiver duly executed by Sellerthird parties with respect to any contracts, addressed agreements, leases or other rights or obligations being transferred to each Buyer hereunder and requiring a consent or waiver therefore; (iii) duly executed UCC-3 termination statements evidencing the release of any and all liens upon any of the Tenants and other parties under the Service Agreements informing it of the assignments. Seller shall also deliver to Buyer at Closing evidence of Seller's termination of those Service Agreements not assigned to Buyer and payment of all sums owing to the parties to such Service Agreements.Assets held by any person or entity; (iv) An assignment a duly executed Assignment of Lease in the form annexed hereto and made a part hereof as SCHEDULE 2.2(B) for each location of Exhibit G-6, duly executed and acknowledged by Seller, the Practice (the "Assignments of (and delivery to Buyer of originals or copies of): all permanent certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the Property; all fees, escrow and/or security funds, deposits and other sums heretofore paid by Seller to any governmental authority in connection with the Property; all certificates issued by the local Board of Fire Underwriters (or other body exercising similar functionsLeases"); all plans, specifications and project manuals for the Property in Seller's possession; and all guarantees, bonds and warranties with respect to the Property (together with original counterparts of such instruments).and (v) An original counterpart of each of the Tenant Estoppel Certificates such other certificates and each of the SNDAs; and an original counterpart of each of the required Tenant Option Waivers and Tenant Right of First Refusal Waiversdocuments as Buyer or its counsel may reasonably request. (vib) Such resolutions and certificates as the Title Company Fendrich shall require to evidence the due authorization of the execution and performance of this Agreement and the documents to be delivered pursuant hereto; and all affidavits, indemnities and other agreements required by the Title Company to permit it to issue deliver to Buyer the Owner's Policy following: (i) a duly executed Covenant Not to Compete in the form annexed hereto and made a part hereof as SCHEDULE 2.2(C) (the "Non-Compete Agreement"); and (ii) such other certificates and documents as Buyer or its counsel may reasonably request. Simultaneously with delivery of Title Insurance the items set forth in subsections (a) and (b) of this Section 2.2, Seller shall take all such steps as may be required pursuant to Section 5(a)put Buyer in actual possession and operating control of the Assets. (viic) A statement, certified by Seller (and accompanied with all relevant back-up documentation) setting forth all information necessary or required Buyer shall deliver to permit Buyer to calculate and collect after Closing all payments of additional rent and other charges due under Fendrich the Tenant Leases.following: (viiii) All proper instruments for the conveyance portion of the awards referred to in Sections 1(a), 1(b) and 12.Purchase Price due at Closing; (ixii) A Uniform Commercial Code search against the Notes; (iii) a duly executed Non-Compete Agreement; (iv) duly executed Assignments of Leases; and (v) such other certificates and documents as Seller, as debtor, in the relevant offices of the State in which the Property is located and the County in which the Property is located, revealing no security interests Fendrich or liens on the Personal Property, or releases of any which are disclosedtheir counsel may reasonably request. (x) Duplicate copies of all books, records and operating reports in Seller's possession which are necessary to insure continuity of operation of the Property. (xi) An original executed counterpart of each of the Broker Confirmation Letters. (xii) A Guaranty Agreement in the form attached hereto as Exhibit C wherein Seller shall guaranty to Buyer the obligations of American Home Ensembles to pay all rent due under its lease for a period of 12 months from and after the Closing Date. (xiii) Any other documents required to be delivered by Seller pursuant to any other provisions of this Agreement.

Items to be Delivered at Closing. (a) At Closing, Seller shall deliver the following to Buyer at Closing 1. fully executed certificates of the Stock of the Company, free and clear of all liens and encumbrances of any kind; 2. all third party consents which may be necessary of desirable in connection with the transactions contemplated hereby, including the Contracts (as defined herein); 3. a certificate, signed by a duly authorized officer of the Company and dated the Closing Date, representing that any conditions described herein is satisfied; 4. documents designated by Buyer sufficient to evidence the Company’s intellectual property rights of its products and services; 5. employment agreements for any employee with an annual salary of $100,000 or greater or any and all officers; 6. software licensing agreements for all software sold or represented as serviced by the Company; 7. any other certificates, documents, and instruments reasonably required to complete the transaction. (b) Buyer shall deliver to Seller the following: (i) The Deeds1. Each a certificate, signed by an authorized officer of Buyer and dated the Closing Date, representing that any conditions represented in this agreement have been met; 2. copies of resolutions of the Deeds shall be substantially in the form attached hereto as Exhibit G-1. (ii) The Bills of Sale. Each of the Bills of Sale shall be substantially in the form attached hereto as Exhibit G-2. (iii) Assignments in the form of Exhibits G-3 and G-4, respectively, of the Tenant Leases and the Service Agreements designated on Exhibit D to be assigned to Buyer, duly executed and acknowledged by Seller and in proper form for recording, assigning to Buyer all of the lessor's and Seller's rights, title and interest in the Tenant Leases and such Service Agreements; together with all correspondence between Seller and the Tenants; an original executed copy of each of the Tenant Leases and each such Service Agreement; a letter in the form of Exhibit G-5 duly executed by Seller, addressed to each of the Tenants and other parties under the Service Agreements informing it of the assignments. Seller shall also deliver to Buyer at Closing evidence of Seller's termination of those Service Agreements not assigned to Buyer and payment of all sums owing to the parties to such Service Agreements. (iv) An assignment in the form of Exhibit G-6, duly executed and acknowledged by Seller, of (and delivery to Buyer of originals or copies of): all permanent certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the Property; all fees, escrow and/or security funds, deposits and other sums heretofore paid by Seller to any governmental authority in connection with the Property; all certificates issued by the local Board of Fire Underwriters (or other body exercising similar functions); all plans, specifications and project manuals for the Property in Seller's possession; and all guarantees, bonds and warranties Directors of Buyer with respect to the Property (together with original counterparts of such instruments). (v) An original counterpart of each of the Tenant Estoppel Certificates and each of the SNDAs; and an original counterpart of each of the required Tenant Option Waivers and Tenant Right of First Refusal Waivers. (vi) Such resolutions and certificates as the Title Company shall require to evidence the due authorization of the execution and performance approval of this Agreement and the documents to be delivered pursuant hereto; and all affidavits, indemnities and transactions contemplated hereby; 3. any other agreements required by the Title Company to permit it to issue to Buyer the Owner's Policy of Title Insurance required pursuant to Section 5(a). (vii) A statement, certified by Seller (and accompanied with all relevant back-up documentation) setting forth all information necessary certificates or required to permit Buyer to calculate and collect after Closing all payments of additional rent and other charges due under the Tenant Leases. (viii) All proper instruments for the conveyance of the awards referred to in Sections 1(a), 1(b) and 12. (ix) A Uniform Commercial Code search against Seller, as debtor, in the relevant offices of the State in which the Property is located and the County in which the Property is located, revealing no security interests or liens on the Personal Property, or releases of any which are disclosed. (x) Duplicate copies of all books, records and operating reports in Seller's possession which are necessary to insure continuity of operation of the Property. (xi) An original executed counterpart of each of the Broker Confirmation Letters. (xii) A Guaranty Agreement in the form attached hereto as Exhibit C wherein Seller shall guaranty to Buyer the obligations of American Home Ensembles to pay all rent due under its lease for a period of 12 months from and after the Closing Date. (xiii) Any other documents and instruments required herein to be delivered by Buyer in order to complete the transaction. 4. fully executed certificates for shares of the Buyer’s common stock required by the Purchase Price. (c) Notwithstanding anything contained herein to the contrary, neither the Seller pursuant nor the Buyer’s obligations to any deliver the respective shares to the other provisions shall arise, until such time as the Buyer shall have effectively increased its authorized shares to permit the issuance, in accordance with the applicable law and regulation. Once the Buyer is in a position to issue the Buyer’s shares, the parties will arrange a mutual time and place to exchange the shares. In the event the Buyer is unable to deliver the Purchase Price on or before September 20, 2010, the number and/or type of this Agreementshare is agreed to be renegotiated.

Items to be Delivered at Closing. (a) At Closing, Seller shall deliver to Buyer the following: (i) The DeedsSublease, and a memorandum thereof duly executed and acknowledged by Seller and in proper form for recording. Each of the Deeds shall be substantially in the form attached hereto as Exhibit G-1. (ii) The Bills Deed and the Xxxx of Sale. Each of the Bills of Sale shall be substantially in the form attached hereto as Exhibit G-2. (iii) Assignments in the form of Exhibits G-3 F and G-4G, respectively, of the Tenant Leases and the Service Agreements designated on Exhibit D C to be assigned to Buyer, duly executed and acknowledged by Seller and in proper form for recording, assigning to Buyer all of the lessor's and Seller's rights, title and interest in the Tenant Leases and such Service Agreements; , together with all correspondence between Seller and the Tenants; , an original executed copy of each of the Tenant Leases and each such Service Agreement; a letter in the form of Exhibit G-5 Agreement and letters, duly executed by Seller, in form satisfactory to Buyer addressed to each of the Tenants and other parties under the Service Agreements informing it of the assignments. Seller shall also deliver to Buyer at Closing evidence of Seller's termination of those Service Agreements not assigned to Buyer and payment of all sums owing to the parties to such Service Agreements. (iv) An assignment in the form of Exhibit G-6assignment, duly executed and acknowledged by Seller, of (and delivery to Buyer of originals or copies of): all permanent certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over with respect to the Property; all fees, escrow and/or security funds, deposits and other sums heretofore paid by Seller to any governmental authority in connection with the Property; all certificates issued by the local Board of Fire Underwriters (or other body exercising similar functions); all plans, specifications and project manuals for the Property in Seller's possession; and all guarantees, bonds and warranties with respect to the Property in Seller's possession (together with original counterparts of such instruments). (v) An original counterpart of each of the Tenant Estoppel Certificates and each the SNDAs, an original counterpart of the SNDAs; Ground Lessor's Estoppel Certificate and an original counterpart of each of the required Tenant Option Waivers and Tenant Right of First Refusal WaiversGround Lessor's consent to the ASW Logistics Lease. (vi) Such resolutions and certificates as the Title Company shall require to evidence the due authorization of the execution and performance of this Agreement and the documents to be delivered pursuant hereto; and all affidavits, indemnities and other agreements required by the Title Company to permit it to issue to Buyer the Owner's Policy of Title Insurance required pursuant to Section 5(a). (vii) A statement, certified by Seller (and accompanied with all relevant back-up documentation) setting forth all information necessary or required to permit Buyer to calculate and collect after Closing all payments of additional rent and other charges due under the Tenant Leases. (viii) All proper instruments for the conveyance of the awards referred to in Sections 1(a), 1(b) and 1211. (ix) A Uniform Commercial Code search against Seller, as debtor, in the relevant offices of the State in which the Property is located and the County in which the Property is located, revealing no security interests or liens on the Personal Property, or releases of any which are disclosed. (x) Duplicate copies of all books, records and operating reports in Seller's possession which are necessary to insure continuity of operation of the Property. (xix) An original executed counterpart of each and acknowledged copy of the Broker Confirmation LettersRight of First Refusal Agreement in recordable form as provided in Paragraph 21, below. (xii) A Guaranty Agreement in the form attached hereto as Exhibit C wherein Seller shall guaranty to Buyer the obligations of American Home Ensembles to pay all rent due under its lease for a period of 12 months from and after the Closing Date. (xiiixi) Any other documents required to be delivered by Seller pursuant to any other provisions of this Agreement.

Items to be Delivered at Closing. At the Closing and subject to the terms and conditions herein contained: (a) At ClosingSeller or CHE, Seller as the case may be, shall deliver to Buyer Purchaser the following: (i) The Deeds. Each of the Deeds shall be substantially in the form attached hereto as Exhibit G-1. (ii) The Bills of Sale. Each of the Bills of Sale shall be substantially in the form attached hereto as Exhibit G-2. (iii) Assignments in the form of Exhibits G-3 and G-4, respectively, of the Tenant Leases and the Service Agreements designated on Exhibit D to be assigned to Buyer, a duly executed xxxx of sale and acknowledged by Seller and in proper form for recording, assigning to Buyer all of the lessor's and Seller's rights, title and interest in the Tenant Leases and such Service Agreements; together with all correspondence between Seller and the Tenants; an original executed copy of each of the Tenant Leases and each such Service Agreement; a letter in the form of Exhibit G-5 duly executed by Seller, addressed to each of the Tenants and other parties under the Service Agreements informing it of the assignments. Seller shall also deliver to Buyer at Closing evidence of Seller's termination of those Service Agreements not assigned to Buyer and payment of all sums owing to the parties to such Service Agreements. (iv) An assignment in the form of Exhibit G-6, B hereto; (ii) a duly executed assignment of United States trademarks in the form of Exhibit C hereto; (iii) a duly executed counterpart original of an assignment in respect of each of the Leases including an assignment of rights under any subordination, non-disturbance, attornment agreement in the form of Exhibit D hereto (the "Lease Assignments"); (iv) a duly executed counterpart original of an undertaking whereby Purchaser assumes and acknowledged by Selleragrees to pay, discharge or perform, as appropriate, the Assumed Liabilities in the form of Exhibit E hereto (and delivery to Buyer of originals or copies of): all permanent certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the Property; all fees, escrow and/or security funds, deposits and other sums heretofore paid by Seller to any governmental authority in connection with the Property; all certificates issued by the local Board of Fire Underwriters (or other body exercising similar functions"Assumption Agreement"); all plans, specifications and project manuals for the Property in Seller's possession; and all guarantees, bonds and warranties with respect to the Property (together with original counterparts of such instruments).; (v) An a duly executed counterpart original counterpart of each of a Transition Services Agreement in a form to be mutually agreed to by the Tenant Estoppel Certificates and each of Parties prior to the SNDAs; and an original counterpart of each of Closing (the required Tenant Option Waivers and Tenant Right of First Refusal Waivers."Transition Services Agreement"); (vi) Such resolutions a duly executed opinion of Seyfarth Xxxx, dated the Closing Date, counsel to Seller in the form of Exhibit F hereto; (vii) a duly executed certificate of an officer of Seller dated the Closing Date, certifying that the conditions specified in Sections 5.1.1 and 5.1.2 hereof have been fulfilled; (viii) duly executed certificates as the Title Company shall require to evidence the due authorization of the execution Secretary of each of Seller and performance CHE certifying (A) resolutions of the directors and stockholders of Seller and CHE approving this Agreement and the documents to be delivered pursuant hereto; transactions contemplated hereby (together with an incumbency and all affidavitssignature certificate regarding the officer signing on behalf of Seller or CHE, indemnities and other agreements required by as the Title Company to permit it to issue to Buyer the Owner's Policy of Title Insurance required pursuant to Section 5(a). (vii) A statement, certified by Seller (and accompanied with all relevant back-up documentation) setting forth all information necessary or required to permit Buyer to calculate and collect after Closing all payments of additional rent and other charges due under the Tenant Leases. (viii) All proper instruments for the conveyance of the awards referred to in Sections 1(acase may be), 1(band (B) the certificate of incorporation and 12.bylaws of Seller or CHE, as the case may be; (ix) A Uniform Commercial Code search against Seller, as debtor, in the relevant offices all of the State in which the Property is located information, files, records, data, plans and the County in which the Property is located, revealing no security interests or liens on the Personal Property, or releases of any recorded knowledge belonging to Seller which are disclosed.part of the Assets; and (x) Duplicate copies of all books, records and operating reports in Seller's possession which to the extent the same are necessary to insure continuity of operation reasonably available as of the Property.Closing, any and all UCC-3 termination statements or amendments or other documents needed to release or transfer any Liens on, or other security interests in, the Assets, other than the Permitted Liens; (xi) An original executed counterpart the consents required of each of the Broker Confirmation Letters.those Landlords listed on Schedule 2.2(a)(xi) ("Landlord's Consents") to any assignment contemplated by this Agreement; (xii) A Guaranty Agreement an affidavit pursuant to FIRPTA in the form attached hereto as of Exhibit C wherein G hereto; (xiii) such agreements, in a form reasonably acceptable to the Parties, including indemnities, to allow for the continuous uninterrupted service of alcoholic beverages by Parent or Purchaser on each of the Leased Properties; and (xiv) those items set forth in Section 5.1.9. and simultaneously with such delivery, Seller shall guaranty take all such steps as may be required to Buyer put Purchaser in actual possession and operating control of the obligations Assets. Seller will effectuate delivery of American Home Ensembles to pay all rent due under its lease for a period of 12 months from and after the Assets by allowing Purchaser access thereto at the Premises, any warehouse location or at the corporate offices, as applicable. Purchaser shall remove the Assets located at the corporate offices as soon as practicable, but no later than 30 days following the Closing Date. (xiiib) Any other documents required Purchaser shall deliver to be delivered by Seller pursuant the following: (i) the Purchase Price in accordance with Section 1.3.2 hereof; (ii) a duly executed counterpart original of each of the Lease Assignments; (iii) a duly executed counterpart original of the Assumption Agreement; (iv) a duly executed counterpart original of the Transition Services Agreement; (v) a duly executed opinion of Xxxxxx and Xxxxx, LLP, counsel to any other provisions Purchaser and Parent, dated the Closing Date, in the form of Exhibit H hereto; (vi) a duly executed certificate of an officer of Purchaser dated the Closing Date, certifying that the conditions specified in Sections 5.2.1 and 5.2.2 of this AgreementAgreement have been fulfilled; and (vii) duly executed certificates of the Secretary of each of Purchaser and Parent certifying (A) resolutions of the directors of Purchaser and Parent approving this Agreement and the transactions contemplated hereby (together with an incumbency and signature certificate regarding the officer signing on behalf of Purchaser or Parent, as the case may be), and (B) the certificate of incorporation and bylaws of Purchaser or Parent, as the case may be; and (viii) such agreements, in a form reasonably acceptable to the Parties, including indemnities, to allow for the continuous uninterrupted service of alcoholic beverages by Parent or Purchaser on each of the Leased Properties.

Items to be Delivered at Closing. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) At ClosingCheyenne, Seller SES and the Shareholders, as the case may be, shall deliver to Buyer the followingAcquisition: (i) The Deeds. Each a xxxx of sale for the Deeds shall be substantially Assets in the form attached hereto as Exhibit G-1.of EXHIBIT D (the "XXXX OF SALE"), executed by Cheyenne; (ii) The Bills of Sale. Each an assignment of the Bills Assumed Liabilities, which assignment shall also contain Acquisition's assumption of Sale shall be substantially the Assumed Liabilities (the "ASSIGNMENT AND ASSUMPTION AGREEMENT"), in the form attached hereto as Exhibit G-2.of EXHIBIT E, executed by Cheyenne; (iii) Assignments such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Acquisition, each in form and substance satisfactory to Acquisition and its legal counsel and executed by Cheyenne; (iv) a Release, in the form of Exhibits G-3 and G-4EXHIBIT F, respectively, of the Tenant Leases and the Service Agreements designated on Exhibit D to be assigned to Buyer, duly executed and acknowledged by Seller and in proper form for recording, assigning to Buyer all of the lessor's and Seller's rights, title and interest in the Tenant Leases and such Service Agreements; together with all correspondence between Seller and the Tenants; an original executed copy of each of the Tenant Leases and each such Service Agreement; a letter in the form of Exhibit G-5 duly executed by Seller, addressed to each of the Tenants and other parties under the Service Agreements informing it of the assignments. Seller shall also deliver to Buyer at Closing evidence of Seller's termination of those Service Agreements not assigned to Buyer and payment of all sums owing to the parties to such Service Agreements. (iv) An assignment in the form of Exhibit G-6, duly executed and acknowledged by Seller, of (and delivery to Buyer of originals or copies of): all permanent certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the Property; all fees, escrow and/or security funds, deposits and other sums heretofore paid by Seller to any governmental authority in connection with the Property; all certificates issued by the local Board of Fire Underwriters (or other body exercising similar functions); all plans, specifications and project manuals for the Property in Seller's possession; and all guarantees, bonds and warranties with respect to the Property (together with original counterparts of such instruments).Shareholders; (v) An original counterpart Employment Agreements, in the forms of each of EXHIBIT G (the Tenant Estoppel Certificates "EMPLOYMENT AGREEMENTS"), executed by SES and each of the SNDAspersons listed in EXHIBIT H attached hereto; and an original counterpart of each of the required Tenant Option Waivers and Tenant Right of First Refusal Waivers.and (vi) Such resolutions Certificates of Good Standing for SES and certificates each of the Material Subsidiaries (as defined in Section 4.4) in each jurisdiction in which SES and each Subsidiary is organized, owns properties, employs personnel or in which the conduct of its respective business requires it to qualify to do business as a foreign corporation. (b) IVG and Acquisition, as the Title Company case may be, shall require deliver to evidence Cheyenne, SES and/or the due authorization Shareholders, as the case may be: (i) the Assignment and Assumption Agreement, executed by Acquisition; and (ii) the Release, executed by IVG and Acquisition. (c) The Xxxx of the execution Sale, Assignment and performance of this Assumption Agreement, Release, Employment Agreements, Escrow Agreement and the other documents to be executed and delivered pursuant hereto; and all affidavits, indemnities and other agreements required by the Title Company to permit it to issue to Buyer the Owner's Policy of Title Insurance required pursuant to Section 5(a). (vii) A statement, certified by Seller (and accompanied with all relevant back-up documentation) setting forth all information necessary any one or required to permit Buyer to calculate and collect after Closing all payments of additional rent and other charges due under the Tenant Leases. (viii) All proper instruments for the conveyance more of the awards parties hereto in connection herewith are collectively referred to in Sections 1(a), 1(b) and 12as the "ANCILLARY AGREEMENTS. (ix) A Uniform Commercial Code search against Seller, as debtor, in the relevant offices of the State in which the Property is located and the County in which the Property is located, revealing no security interests or liens on the Personal Property, or releases of any which are disclosed. (x) Duplicate copies of all books, records and operating reports in Seller's possession which are necessary to insure continuity of operation of the Property. (xi) An original executed counterpart of each of the Broker Confirmation Letters. (xii) A Guaranty Agreement in the form attached hereto as Exhibit C wherein Seller shall guaranty to Buyer the obligations of American Home Ensembles to pay all rent due under its lease for a period of 12 months from and after the Closing Date. (xiii) Any other documents required to be delivered by Seller pursuant to any other provisions of this Agreement."

Items to be Delivered at Closing. At the Closing and subject to the terms and conditions herein contained: (a) At Closing, Seller Sellers shall deliver to Buyer Purchaser the following: (i) The Deeds. Each of the Deeds shall be substantially in the form attached hereto as Exhibit G-1. (ii) The Bills of Sale. Each of the Bills of Sale shall be substantially in the form attached hereto as Exhibit G-2. (iii) Assignments in the form of Exhibits G-3 and G-4, respectively, of the Tenant Leases and the Service Agreements designated on Exhibit D to be assigned to Buyer, a duly executed xxxx of sale and acknowledged by Seller and in proper form for recording, assigning to Buyer all of the lessor's and Seller's rights, title and interest in the Tenant Leases and such Service Agreements; together with all correspondence between Seller and the Tenants; an original executed copy of each of the Tenant Leases and each such Service Agreement; a letter in the form of Exhibit G-5 duly executed by Seller, addressed to each of the Tenants and other parties under the Service Agreements informing it of the assignments. Seller shall also deliver to Buyer at Closing evidence of Seller's termination of those Service Agreements not assigned to Buyer and payment of all sums owing to the parties to such Service Agreements. (iv) An assignment in the form of Exhibit G-6, EXHIBIT B hereto; (ii) a duly executed counterpart original of an assignment in respect of each of the Leases in the form of EXHIBIT C hereto (the "LEASE ASSIGNMENTS"); (iii) a duly executed counterpart original of an undertaking whereby Purchaser assumes and acknowledged by Selleragrees to pay, discharge or perform, as appropriate, the Assumed Liabilities in the form of EXHIBIT D hereto (the "ASSIGNMENT AND ASSUMPTION AGREEMENT"); (iv) a duly executed counterpart original of a License and delivery to Buyer Lease Agreement in the form of originals or copies of): all permanent certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over EXHIBIT E hereto (the Property; all fees, escrow and/or security funds, deposits and other sums heretofore paid by Seller to any governmental authority in connection with the Property; all certificates issued by the local Board of Fire Underwriters (or other body exercising similar functions"LICENSE AND LEASE AGREEMENT"); all plans, specifications and project manuals for the Property in Seller's possession; and all guarantees, bonds and warranties with respect to the Property (together with original counterparts of such instruments).; (v) An a duly executed certificate of an officer of each Seller dated the Closing Date, certifying that the conditions specified in Sections 5.1.1 and 5.1.2 hereof have been fulfilled; (vi) duly executed certificates of the Secretary of each Seller and A&M certifying (A) resolutions of the directors and shareholders of Sellers and A&M approving this Agreement and the transactions contemplated hereby, all of the ancillary agreements, and any other document or instrument delivered in connection herewith (together with an incumbency and signature certificate regarding the officer signing on behalf of Sellers or A&M, as the case may be), and (B) the certificate of incorporation and bylaws of Sellers or A&M, as the case may be; (vii) any and all UCC-3 termination statements or amendments or other documents needed to release or transfer any Liens on, or other security interests in, the Assets, other than the Permitted Liens; and (viii) the consent and estoppel certificates, in a form substantially similar to EXHIBIT F hereto, with such other changes as may be mutually agreed, required of those Landlords listed on SCHEDULE 2.2(a)(VIII) (the "LANDLORDS' CONSENTS") to any assignment contemplated by this Agreement and the Required Consents (as hereinafter defined); (ix) a duly executed guarantee evidencing A&M's obligations under Section 8.17 hereof; (x) a good standing certificate from the Secretary of State of the State of Delaware dated no earlier than 10 days prior to the Closing Date relating to each of A&M and the Sellers; (xi) all of the keys (including, without limitation, all copies thereof), codes, fire and burglar alarm information, including passwords, relating to each of the Premises and any computer hardware or software included in the Assets; (xii) to the extent necessary, such agreements, in a form reasonably acceptable to Sellers and Purchaser, including indemnities, to allow for the continuous uninterrupted service of alcoholic beverages by Parent or Purchaser in each of the Restaurants; and (xiii) written evidence that amounts owing to Sellers' ten largest vendors in respect of the Washington, D.C. Restaurant during the immediately preceding six month period have been paid on a timely basis in accordance with their terms and that no past due amounts are then outstanding. and simultaneously with such delivery, Sellers shall take all such steps as may be required to put Purchaser in actual possession and operating control of the Assets. (b) Purchaser shall deliver to Sellers the following: (i) the Purchase Price in accordance with Section 1.3.2 hereof; (ii) a duly executed counterpart original counterpart of each of the Tenant Estoppel Certificates and each Lease Assignments; (iii) a duly executed counterpart original of the SNDAs; Assignment and an Assumption Agreement; (iv) a duly executed guarantee evidencing Parent's obligations under Section 8.18 hereof; (v) a duly executed counterpart original counterpart of each of the required Tenant Option Waivers License and Tenant Right of First Refusal Waivers.Lease Agreement; (vi) Such resolutions a duly executed certificate of an officer of Purchaser dated the Closing Date, certifying that the conditions specified in Sections 5.2.1 and 5.2.2 of this Agreement have been fulfilled; and (vii) a good standing certificate from the Secretary of State of each relevant state of incorporation dated no earlier than 10 days prior to the Closing Date relating to each of Parent and Purchaser; (viii) duly executed certificates as the Title Company shall require to evidence the due authorization of the execution Secretary of each of Purchaser and performance Parent certifying (A) resolutions of the directors and shareholders of Purchaser and Parent approving this Agreement and the documents to be delivered pursuant hereto; and transactions contemplated hereby, all affidavits, indemnities and other agreements required by the Title Company to permit it to issue to Buyer the Owner's Policy of Title Insurance required pursuant to Section 5(a). (vii) A statement, certified by Seller (and accompanied with all relevant back-up documentation) setting forth all information necessary or required to permit Buyer to calculate and collect after Closing all payments of additional rent and other charges due under the Tenant Leases. (viii) All proper instruments for the conveyance of the awards referred to ancillary agreements, and any other document or instrument delivered in Sections 1(aconnection herewith (together with an incumbency and signature certificate regarding the officer signing on behalf of Purchaser or Parent, as the case may be), 1(band (B) the certificate of incorporation and 12.bylaws of Purchaser or Parent, as the case may be; and (ix) A Uniform Commercial Code search against Sellerto the extent necessary, as debtorsuch agreements, in a form reasonably acceptable to Sellers and Purchaser, including indemnities, to allow for the relevant offices continuous uninterrupted service of the State alcoholic beverages by Parent or Purchaser in which the Property is located and the County in which the Property is located, revealing no security interests or liens on the Personal Property, or releases of any which are disclosed. (x) Duplicate copies of all books, records and operating reports in Seller's possession which are necessary to insure continuity of operation of the Property. (xi) An original executed counterpart of each of the Broker Confirmation LettersRestaurants. (xii) A Guaranty Agreement in the form attached hereto as Exhibit C wherein Seller shall guaranty to Buyer the obligations of American Home Ensembles to pay all rent due under its lease for a period of 12 months from and after the Closing Date. (xiii) Any other documents required to be delivered by Seller pursuant to any other provisions of this Agreement.